Juristic Person Manager - Are Duties/Roles Clearly Defined?

[samtam]

Can anyone advise whether the roles of the JPM are clearly set out in a document, or provide a synopsis. Ours seems to be very involved in the day to day operations of our building, interfering, (along with the chairman of the committee), with the day to day running of the condo.

Similarly, are there any guidelines for the role of a committee chairman?

[Delight]

The Committee are in effect the board. The JPM is in effect the CEO.

The Committee sets policy –the JPM implements policy.

Members of the committee should not involve themselves with day to day running-except to monitor the performance of the JPM.

Day to day management is the strict preserve of the JPM. The JPM can seek guidance from committee members as necessary.

The Condo acts details certain minimum duties –powers and responsibilities of both committee and JPM.

The act allows that the JPM can have just one person reporting to him/her.

Chapter 5 Sections 36 37 and 38 gives this detail.

Ultimately both committee and JPM are charged with the responsibility of managing the condo for the benefit of the co –owners.

[samtam]

Thanks for your response Delight, but your answer surprises me. We also have a management company - Savills. Are you saying they report to the JPM? Surely the maanagement company run thec day-to-day operations of the building?

[Delight]

The management company is the JPM. More precisely an individual working for Savills is the JPM. The act specifies that the JPM must be a regular person -not a Company

Who are you defining as a JPM?

Edited July 17, 2012 by Delight

[samtam]

The JPM is not the Management company. The JPM is a person elected by the condo as Juristic Person Manager. The Management Company, Savills is not the JPM. Savills provide management of the building through a building manager and other staff.

[Delight]

The Condo acts demands that an individual is elected as a JPM . The Act further allows the JPM to delegate certain duties to a 2nd individual. The detail of these delegated duties must be agreed at a general meeting of the co -owners.

Internal suppliers and external suppliers then report to this 2nd individual.Not to the JPM.The title 'building manager ' is often assigned to this 2nd individual.

Typically the external management company provides both these personal(or just one where no delegation occurs)

In your case not.

Just the 2nd individual and other suppliers -who are all then external to the condo.

The JPM must delegate to a named individual -not just a general statement i.e.Savills . The JPM and the 2nd individual have no Juristic protection . For that reason they both have to be named individuals.The name of the JPM is registered at the land office.

However nothing really changes .

My first response is still valid.

The JPM is responsible to the committee for management of the condo -in all respects.

The committee is responsible to the co -owners

Edited July 17, 2012 by Delight

[smutcakes]

OP, the duties and responsibilities of the JPM are outlined in section 36 of the Condominium Act.

In well run Condominium's the Juristic Person Manager has no day to day job in running the Condominium, they are simply the legal signatory that carry out the resolutions passed by the elected Committee. i.e signing of a new security company.

The Condominium on a day to day basis will be run by a property management company like Savills, who will carry out the requests and wishes of the Committee. In most higher end condominiums, there will be two contracts, often with the same company. A property management contract, which will be for a management fee, and will typically include a cost for all the onsite management staff, and a second contract which will be a Juristic Person Management Contract. I would say it is very rare that a company like Savills would have an individual person as the JPM- it is more likely that Savills the comapny will be the JPM and they will assign one person to be the signatory on the companies behalf.

Delight, companies can be the JPM- there is no disqualification against this, in fact in 90% of new condo's i would say now the JPM is a company. It will get increasignly rare for individuals to be JPM's as there is simply no benefit and a lot of headache and potential legal problems with it.

The role of the Chairman is exactly the same as any other member of the Committee, other than he may get a casting vote in the event of the tie, and he has extra duties such as calling meetings. Look at Section 38 of the Act. Actually look at Section 38 (1) which basically says that it is the Committee who run the management of the Condominium.

[beano2274]

The JPM in our condo is the Management company, as no-one wanted to do the job. I would have done it but I do not speak Thai.

[smutcakes]

The JPM in our condo is the Management company, as no-one wanted to do the job. I would have done it but I do not speak Thai.

It makes sense the management company and JPM being the same company. The JPM has to trust the management company to prepare accounts, management the condominium properly etc- if they were rival firms etc it would be difficult to work. Also it is good to have company doing it, as if it is an individual especially a farang, there can be problems if the farang is ever away, as there is no one to sign the debt free certificates. At least with a thai company, or the connected management company, you know they are always around so to speak.

It will end up being a fairly expensive job for the condo's to have a JPM. No Co-owner will want to do it, management companies are starting to shy away from doing it for condo's other than new builds when they can get in at the begginning and manage any conflicts- and lawyers who are the main other option will obviously work together to get the fee payable increasing.

Foreigners can do it, but many are worried about it contravening their work permit, especially if they piss of the Thai developer who has a quiet word in the relavant bodies ear. I am aware of one developer taking the JPM to court on this, but the court ruled against the developer. I would not put any money on other cases following this precedent though.

[samtam]

OP, the duties and responsibilities of the JPM are outlined in section 36 of the Condominium Act.

In well run Condominium's the Juristic Person Manager has no day to day job in running the Condominium, they are simply the legal signatory that carry out the resolutions passed by the elected Committee. i.e signing of a new security company.

The Condominium on a day to day basis will be run by a property management company like Savills, who will carry out the requests and wishes of the Committee. In most higher end condominiums, there will be two contracts, often with the same company. A property management contract, which will be for a management fee, and will typically include a cost for all the onsite management staff, and a second contract which will be a Juristic Person Management Contract. I would say it is very rare that a company like Savills would have an individual person as the JPM- it is more likely that Savills the comapny will be the JPM and they will assign one person to be the signatory on the companies behalf.

Delight, companies can be the JPM- there is no disqualification against this, in fact in 90% of new condo's i would say now the JPM is a company. It will get increasignly rare for individuals to be JPM's as there is simply no benefit and a lot of headache and potential legal problems with it.

The role of the Chairman is exactly the same as any other member of the Committee, other than he may get a casting vote in the event of the tie, and he has extra duties such as calling meetings. Look at Section 38 of the Act. Actually look at Section 38 (1) which basically says that it is the Committee who run the management of the Condominium.

Thanks. This is what I understood to be the case. Unfortunately our new situation is all a bit too cosy. The JPM was formerly an employee of Savills. He has succeeded in having Savills removed as the management company, (the committee voted for their removal because of his - the JPM's - close ties to the chairman of the committee). The new management company is run by another ex-Savills employee, the former boss of the JPM when they were at Savills together. The company is called First Pacific Harrison, but I don't think it has any affiliation with First Pacific. Has anyone ever heard of it?

[Delight]

I refer to the statement from smutcakes

Delight, companies can be the JPM- there is no disqualification against this.

The Condo of course can appoint a management company –but that management company has to appoint an individual to act as manager. Section 35 specifically details this.

The following is taken from the Act. I have substituted the words ‘juristic person ‘ for ‘ Company ‘ for clarity

SECTION 35. the juristic private, commonly owned housing shall have a Manager, who may be a natural person or a juristic person(i.e. an external Company)

In the case the Manager is a Company , then this Company shall appoint a natural person to operate on behalf of this Company in the capacity of the Manager.

The last paragraph of Section 36 specifies that the Manager can delegate duties to another person(i.e. the building manager)

In practice a management company will manage many condos and the same individual with be the registered manager for these many condos. The main bulk of the duties will be delegated to the building manager–thus the only remaining tasks for the JPM will be those with a legal content-document signing and attending general meetings etc.

However the fact remains that the JPM (i.e.. Manager of the Juristic Person ‘) has total overall responsibility for the management of the condo.Responsible to the committee

The Act specifies an uncomplicated line management structure:

Committee

I

JPM

I

Building manager

I

Specialized suppliers

Based on what the OP describes –then the JPM and the building manger are both active on a day to day basis plus the committee chairman gets involved.( The chairman –as Smutcase stated –is to act as chair in committee and general meetings. Nothing more.)

This may work but it can also be a potential recipe for disaster. Everybody wants to get involved but the clear lines of responsibility can be blurred. When something goes wrong then everybody will blame everybody else. The co –owners will then become frustrated.

A Farang can be the JPM. The act specifies that the JPM must be suitably qualified. All documentation that is presented to the land office must be written in Thai. So he will probably require to be fluent and literate in Thai.

If he has no work permit then he could be in conflict with immigration rules. It would be up to the immigration authorities to deal with this.

Perhaps the OP can clarify if the management methodology that he has described in the condo where he lives is in fact efficient and effective ?

Edited July 24, 2012 by Delight

[samtam]

No our system is a complete shambles. It is not atypical. The building was developed and built by one of the richest Thai families and they have always had a majority percentage of committee representation, (even if some of those committee never attend meetings and do not even live in the building), although their percentage holding of properties is only about 25%. Because of who they are, most of the other Thai owners toe the line, because they are fearful of upsetting the family and having their business adversely affected. There is nothing we can do to get a fairer representation of all co-owners. It is a sad reality of owning property here. The Condominium Act is quite lukewarm, and allows a lot of loopholes, and even if you wanted to argue the case with the Land Department, they would dither endlessly, (as they have for us), and they will inevitably bow to the poo yai. In fact I think it's the single biggest risk of buying a condo in Bangkok - you rarely know the full picture of other ownership, their character traits and their control over the system. Sometimes you can be lucky with a benign and intelligent person, but the member of the family that has been chairman uninterrupted almost since the building was built is not fully blessed with a full set of marbles, and the family are quite happy to let him run this condo as his toy, (to perhaps keep him out of the main business), and to give him face. He is now almost universally loathed, and is really rather a pathetic figure.

[Delight]

No our system is a complete shambles. It is not atypical. The building was developed and built by one of the richest Thai families and they have always had a majority percentage of committee representation, (even if some of those committee never attend meetings and do not even live in the building), although their percentage holding of properties is only about 25%.

The fundamental question is –are the majority of the 75% happy with the output of the management process. Do you have happy co –owners?

If so then I can only suggest that you let sleeping dogs lie.

Note : Committee members only have a 2 year term. That can be over –ridden if no other candidates volunteer. If you volunteer officially at a general meeting then your application must be accepted. If your inclusion takes the total number of committee members over the figure of 9 then an existing member must stand down. This will be that member with the longest service time.

Ideally at the next AGM you require 9 volunteers –then you can replace the entire committee (assuming that all the existing members have done their 2 year stint)

I guess one of the problems is language. Given that we are in Thailand then use of the Thai language by Thai people is reasonable.

If you are the only native English language speaker then change will be difficult-probably impossible.

The Thais in the 75% will not want an all Farang committee. That said if the 9 volunteers are Farang then there is nothing that anybody can do about it. The 9 are in.

You say ‘and having their business adversely affected’

What business are you referring to?

Perhaps you could detail symptoms of poor quality

maybe –dirty pool –lack of cleanliness –unkempt gardens etc.

But to sum up . If you have at least 20% of the co –owners who demand change and are confident that you can win a vote for change at an EGM(a winning vote with at least 25% of the total condo vote)and have an effective plan for the future –then it can be done.

Whatever you do ensure that you are not’ jumping out of the fire pan etc.etc.’

[samtam]

The fundamental question is –are the majority of the 75% happy with the output of the management process. Do you have happy co –owners?

If so then I can only suggest that you let sleeping dogs lie.

"Happy" within the context of Thailand, and Thais' reluctance to rock the boat. They are appalled by the behaviour, but given the prominence of the family, it is easier to say and do nothing.

Note : Committee members only have a 2 year term. That can be over –ridden if no other candidates volunteer. If you volunteer officially at a general meeting then your application must be accepted. If your inclusion takes the total number of committee members over the figure of 9 then an existing member must stand down. This will be that member with the longest service time.

Ideally at the next AGM you require 9 volunteers –then you can replace the entire committee (assuming that all the existing members have done their 2 year stint)

Tried that, but given the context...also many who might put their names forward do not because they are wary of ending up dealing with the same chairman.

I guess one of the problems is language. Given that we are in Thailand then use of the Thai language by Thai people is reasonable.

If you are the only native English language speaker then change will be difficult-probably impossible.

The Thais in the 75% will not want an all Farang committee. That said if the 9 volunteers are Farang then there is nothing that anybody can do about it. The 9 are in.

Yes, language is an issue and the chairman is on record (in writing) as saying he does not want any farangs on the committee because they do not speak Thai...and (essentially) "ask questions and do not accept his views without question"...I'm paraphrasing.

You say ‘and having their business adversely affected’

What business are you referring to?

Their running of commerce, trade etc within the normal context, (within which they have to trade with companies of the prominent family). It's an implied threat, rather like the mafia.

Perhaps you could detail symptoms of poor quality

more than one building manager per year, huge staff turnover.

maybe –dirty pool –lack of cleanliness –unkempt gardens etc.

But to sum up . If you have at least 20% of the co –owners who demand change and are confident that you can win a vote for change at an EGM(a winning vote with at least 25% of the total condo vote)and have an effective plan for the future –then it can be done.

Whatever you do ensure that you are not’ jumping out of the fire pan etc.etc.’

I have no confidence in winning a majority to oust the chairman whatsoever. Not because 75% of co-owners want it, but because they are afraid to make any concrete moves to effect it, for the reasons given.

[Delight]

I have no confidence in winning a majority to oust the chairman whatsoever. Not because 75% of co-owners want it, but because they are afraid to make any concrete moves to effect it, for the reasons given.

Chairman are not ousted with a vote. A chairman is essentially just a committee member who chairs meetings. Obviously this chairman sees himself as Godfather.

Your only hope is to replace all of the committee at the next AGM. This is an automatic process if you can persuade 8 co –owners to volunteer together with yourself.

All committee members who have served 2 years or more must step down if new candidates is available.

The JPM would have no choice but to accept this position . If he did not then he is in breach of the Condo Act.

If you cannot find 8 volunteers then you really are on a losing wicket.

[smutcakes]

I have no confidence in winning a majority to oust the chairman whatsoever. Not because 75% of co-owners want it, but because they are afraid to make any concrete moves to effect it, for the reasons given.

Chairman are not ousted with a vote. A chairman is essentially just a committee member who chairs meetings. Obviously this chairman sees himself as Godfather.

Your only hope is to replace all of the committee at the next AGM. This is an automatic process if you can persuade 8 co –owners to volunteer together with yourself.

All committee members who have served 2 years or more must step down if new candidates is available.

The JPM would have no choice but to accept this position . If he did not then he is in breach of the Condo Act.

If you cannot find 8 volunteers then you really are on a losing wicket.

It is likely they would be voted back on anyway, as regardless of there being other candidates, Co-owners are allowed to serve two, two year terms. (Section 37 para 4)

[Delight]

It is likely they would be voted back on anyway, as regardless of there being other candidates, Co-owners are allowed to serve two, two year terms. (Section 37 para 4)

At the end of the 2^nd 2 year term earlier committee members cannot be re –elected-unless there are no new volunteers.

If the 9 new volunteers (as per my earlier post ) do not have priority at the end of the current 2 year term then the condo must less 2 1/2 years old ( during the 1^st 6 months the condo can be committee free)

I suspect –based on the comments from the OP that the condo is older than 2 ½ years . If not then the post by SMUTCAKES is valid and the 9 can only control the committee when the condo is 4 1/2 years old.

Edited July 27, 2012 by Delight

[Hunter88]

The JP is a way fo the developer to retain control. They can be removed by the committee.

[samtam]

I have heard that there is a draft bill to consider changing the Condo Act to require the percentage of foreigners in a condo to have the same percentage on the committee of the condo, (or 49% of the condo should require 49% foreigners on the committee). Has anyone else heard similarly?

[Delight]

I cannot say that I have heard of this proposal. I think that it would be very difficult to implement and even more difficult to make it work -given language differences.A committee must consist of between 2 and 9 members . Impossible to get 49% no matter what size the committee is.

However I read somewhere that the current Prime minister is keen to scrap or at least modify the 49/51 % rule which covers ownership. Thai developers and Thai Real estate companies are lobbying for it.

Thai lawyers will probably prefer no such change.

Did your sources indicate a timescale for such a change?

Edited August 11, 2012 by Delight

[samtam]

Did your sources indicate a timescale for such a change?

No, but I shall inquire further, and advise.

[smutcakes]

The JP is a way fo the developer to retain control. They can be removed by the committee.

If a developer is clever it is far easier to control the development by having a majority on the Committee rather than retaining the JPM position. A clever developer would load the Committee but also have a 'friendly' as the JPM. At the very least it looks better than the developer in name actually being the JPM.

[ripley]

HEADS UP!!

The definition and qualifications for the post of JPM are incomplete and unclear in Thai Condo Law - no two ways about it.

Last month a farang JPM was busted and spent a while in jail for violating the Immigration Laws regarding "working without a permit". She is going to trial. Yet nowhere in the Condo Law does it specify that a JPM must have a work permit. I think it safe to assume that there are other issues not addressed in the law, which can be challenged legally.

Interesting note: same person was serving on the Committee, but wasn't busted for that.

So, that answers one long-standing question.

[chris2004]

HEADS UP!!

The definition and qualifications for the post of JPM are incomplete and unclear in Thai Condo Law - no two ways about it.

Last month a farang JPM was busted and spent a while in jail for violating the Immigration Laws regarding "working without a permit". She is going to trial. Yet nowhere in the Condo Law does it specify that a JPM must have a work permit. I think it safe to assume that there are other issues not addressed in the law, which can be challenged legally.

Interesting note: same person was serving on the Committee, but wasn't busted for that.

So, that answers one long-standing question. so i understood that any farang could do it.

Do you have any details about this incident. I am the farang JPM for my condo (with no work permit) so i am worried if this is likely to be enforced at other condos. The actual operation of the condo is run through a thai office manager and a thai management company. As the JPM i do not speak or read thai.

[Delight]

The condo act is piece of legislation designed to protect consumers. Work permits are of no concern to it.

I am curious to know what Chris 2004 sees as his role. The condo act states(not in some many words) that the Office manager (sometimes called a Building manager ) reports to the JPM.

The JPM in turn reports to the committee. The JPM must be qualified such that he can keep the committee on the right side of the law.If it is decided to take a co -owner to court for non -payment -then the JPM organises the legal action.

With respect to work permits for the JPM -It is a question for immigration- not a question for the land office.Suspect that management companies do not know the answer.

I also suspect that if they were pressed for an answer -immigration would demand a work permit for a Farang JPM .Committee members would be safe. Committee members are never paid. A JPM could be.

[chris2004]

I see my role as JPM to implement the wishes and decisions of the committee. The committee agrees actions in relation to the condo but these in practice are undertaken by the thai office manager (and her staff) guided by the thai management company. The committee ensures the condo is run well and the finances are in order. I present information to other co-owners at AGMs etc and seek their approval for major policy changes. I also sign all cheques for condo spending. I also sign off debt free letters where condos are sold.

[smutcakes]

I see my role as JPM to implement the wishes and decisions of the committee. The committee agrees actions in relation to the condo but these in practice are undertaken by the thai office manager (and her staff) guided by the thai management company. The committee ensures the condo is run well and the finances are in order. I present information to other co-owners at AGMs etc and seek their approval for major policy changes. I also sign all cheques for condo spending. I also sign off debt free letters where condos are sold.

Chris, I am 100% in agreement with this. Whats the point in having a management company and a Committee, if the JPM is meddling in day to day affairs. The JPM is for most purposes a document signer, who under certain circumstances can take action should their be an emergency. He obviously has obligations under the act, but these should be prepared by the management company, then signed off by the JPM.

Day to day should be management company doing day to day management, under the guidance/instruction of the Committee. If you have a proper management company who know how to manage, the Committee also should not need to be to involved daily, although they should be sent daily/weekly reports or immediately in circumstances needing immediate approval or action.

I am only aware of one farang JPM who has ever had problem with regards work permit, and he won his case in court. The only reason any action was even taken, was due to him being a bit of a thorn in the side of a big developer. Having said that I could not see for what reason anyone would want to be a JPM anyway, and i expect this to become quite an issue for Condominiums in the near future. No ordinary person will want to do it, and therefore external law firms will need to do it and charge exorbitant sums for doing nothing.

[Delight]

I see my role as JPM to implement the wishes and decisions of the committee. The committee agrees actions in relation to the condo but these in practice are undertaken by the thai office manager (and her staff) guided by the thai management company. The committee ensures the condo is run well and the finances are in order. I present information to other co-owners at AGMs etc and seek their approval for major policy changes. I also sign all cheques for condo spending. I also sign off debt free letters where condos are sold.

chris2004-If the office manager was asked to name her boss-what would be her reply?

[ripley]

According to Thai Law, any work - even un-paid volunteer work - is forbidden to those without a work permit. (This information and speculation as to how and when the law may apply is scattered all over TVF). Yes, it's an Immigration department matter. The law clearly exists but seems to be applied selectively at the discretion of the authorities.

The last time I conferred with a lawyer about the position of JPM I was told that "in real life" the JPM is not "the boss" as is implied (even stated) in the Law. S/He answers to the Committee and the Owners & operates under supervision of the same. Lawyer also said that, although knowledge of Thai Law & language is not listed amongst the necessary qualifications for the JPM post, the requirement is "obvious" and any condo would be "stupid" to have a JPM without knowledge of law and language. (His words, not mine.)

This only makes sense when you consider that the JPM does not share Juristic protection and so can be personally prosecuted for errors and misdeeds. Nevertheless, according to law, pretty much anybody can be elected JPM if they are either a Thai citizen or have a work permit.

In the case I mentioned the JPM, who is a Committee member, had served as a temporary replacement for the original, then was elected to the post by an AGM even tho the condo lawyers advised against it. I speculate that someone had a grudge against this person and reported her to Immigration. In the circumstances, Immigration would have been under pressure to act. She was arrested, stayed a night or two in jail, was released on bail and will have to go to court. I don't know what penalties can be imposed or whether deportation would be one of them. If this case is anything to go by, it would seem that Committee members need not have work permits (despite the definition in law of "work" being volunteer as well as paid employment mentioned above.)

It will be interesting to see how this case plays out.

The obvious conclusion is: a JPM should be either a Thai citizen, a person holding a work permit or someone with no enemies in order to avoid conflict with the authorities.

[Delight]

There is also something else going on as illustrated by the chris2004 post.

The official structure has to JPM only reporting to the committee . The office/building manager then reporting to the JPM. All other suppliers (internal and external ) report to the office /building manager.

The chris2004 scheme has the both JPM and the office/building manager each separately reporting to the committee.

If it works so arguably 'if it ain't broken- don't fix it'.

The condo act does not support this detail.