Registering A Thai Limited Company For An Existing Business

[simon43]

My Thai ex is currently 'owner' of our profitable Phuket hotel, by virtue of the Sole Trader registration that she holds for that business. But we also have a separate legal contract to equally share in the operation and benefits of that business.

Now she wants to completely 'retire' from active participation in the business, but remain as an equal share-holder. This suits me fine, because the company profits were always better when I controlled everything

We have agreed to register a Thai limited company, where I am the sole Director, sole signatory on the company bank account, and sole, authorised person to manage all aspects of the business.

Since we need at least 3 shareholders to register a Thai company, and since neither of us wants to hold an outright majority shareholding, or wants to have other family members in positions of control over the company - we propose that we have 4 shareholders:

(British) Me - 49%

(Thai) Ex - 49%

(Thai) Family member of ex - 1%

(Thai) Family member of me - 1%

Could there be any problems with a share-structure as proposed?

How can the company registration be made so that I 'control' the business, regardless of what shareholder structure is used?

Since this is an existing and profitable business, I don't think there will be an issue of shareholders needing to prove their financial assets - our lawyer proposes simply to close the existing Sole Trader business and to transfer all assets to the newly registered limited company. (There are no loans/liabilities - my lawyer has already checked).

Thanks for advice

Simon

[kcallagmy]

I am guessing that this would not go thru. If land is involved you would probably get away with maximum 39% shareholding.

Also, I would think that Thai shareholders would have to prove financial ability to own shares in company.

Can be set up with you have 39% of shares, but you have multi voting common shares. The rest have single vote preferred shares. DUal share structure, completely legal.

Mind you, the other shareholders (ex-wife) would not have any control what so ever on the business.... May not be terribly appealing for preferred shareholder...

Just my two bits from a person who also owns hotel and did it this way.....