Snake on side of road On Nut

[whoppe78]

I have unlimited company which I havn't used but have been paying taxes for last 5 years.It was set up in Pattaya with company that specializes in start up companies.There's me and the company share holders who make up company. A couple questions.Since I only have 49 % in company can they take over any of my assets in the future.I want to add my brother to company for his new bussiness, which would be in Bangkok.I don't have any employees per say now but he will be adding a couple.Is there any problem in that senario?Plus can I change the share holders at any time.Maybe just me,my brother and 1-2 Thais we can trust?I am coming to Pattaya and Bangkok next week and would like to meet with a lawyer to discuss this.I would gladly pay for any services this would require.

[KHR1010]

When the firm set up your company they should have had the Thai proxy share holder(s) sign back their share certificates to you. In essence allowing you to transfer their shares to a new share holder at your discretion. I am assuming you have not deluded their control through subsidiary entities, so the answer to your question is yes, cash and assets are potentially at risk depending on method of corporate structure. Thailand has horrible laws for foreigners looking to incorporate. If your brother's new venture will be amassing capital and assets I would strongly urge you/him to open a Company Limited in Hong Kong or Singapore. Both these countries offer excellent corporate governances in regards to foreigners. With the HK or SG entity you then make the 49% of the Thai company a subsidiary holding of the off-shore parent Co. Along with this make sure you have your due diligence in order regarding the 51% Thai side, ie people you absolutely trust or share certificates already signed back to you and in your possession.

With the above stated scenario you then place all of your liquidity and major assets into the HK or SG company and only fund back the capital that is required for operation. This will significantly mitigate your risk exposure and if done properly also have tax advantages. Use a bank with locations in Thailand and the holding company's country to ease financial transactions . Now that HSBC has closed down in Thailand Standard Charter or ICBC are probably your best bets.

A foreigner with a successful Thai company that has not been properly structured is a disaster in the making.