shareholder agreement

[johnnyk]

I want to sell the company that owns my house and need the above papers. The law firm that formed the company might be playing games about producing it, not sure at the mo. They may be looking for a payday of some kind.

Is this a big deal or do I simply arrange a new document?

Please spare me the usual comments about company ownership, we have all heard them many times.

[mco]

Hi Johnny,

I can't say directly but I know when we were getting together paperwork for our company we had to have Shareholder Agreement, Share Certificates, and the Company Blubook. I can't remember what it looks like or why..but, yes, we had to deliver it.

[Arkady]

I am not sure what they mean by shareholder agreement which is a private agreement between shareholders, legal for private companies but illegal for public companies and not mandated in any way by law. They may be using the wrong English term for another document. I have transferred the majority of shares in a company before and remember having to submit the standard documents that you can obtain from the Business Development Department without the use of a lawyer, i.e. company affidavit, list of shareholders and you should have a copy of certificate of incorporation. Then you need a sale and purchase agreement to sell the shares (perhaps that's what they meant. Instead of wasting time and money with boneheaded and dishonest Thai lawyers, you can save money and time by just asking the Business Development Department free of charge what documents are required to register a change of shareholder. The same docs will be required either to transfer one share or 100% of the shares in the company.

Don't forget the tax implications of the sale which should be declared on a PND 90 tax return form by end March of the following year, if sold for a profit.

[Langsuan Man]

Don't you have copies of the annual audit ?

If so that will have all the information on the company and you can request directly what you want / need from the Department of Business Development in the Ministry of Commerce

[johnnyk]

Thanks people, I appreciate your information that seems to bear out my thought that it is only necessary to transfer my shares. My audit shows the shareholders names and the share numbers and type of shares. I think my counterparty actually has a good lawyer who is doing what he is supposed to do.

[mikeinphuket]

Hi johnnyk & others I've read all you've said and it's all very helpful to a situation I've just found myself in and didn't want to be in Do you guys know -

1.How many shareholders do you need if you own a company that's there soley to own a condo

2. Can I choose my own Thais to be the share holders ?

3. How do I remove and add a new thai shareholder ?

4. What's the going rate for a law firm or accounting firm to mange a "sleeping" thai company that's there just for owning a condo as the 49% in the block was already sold prior to my arrival and therefore I have a thai company so I can own the condo along with xxx amount of Thais I've never met set up by lawyer some 10-14yrs ago and to date with no issues at all

5. So in my bundle there's Shareholder Certs Shareholder agreement Company book ( is it blue ?) My title deeds What else should I need or have to show full ownership and that I can sell if I wanted to

6. Do you guys have any knowledge of selling on a property via the company and was it easy ? Or costly ? Any key points to assist me

7. How many shares can a fralang hold and how many do Thais hold and as above how many thai shareholders do you need ( I was told 5 then 3 by 4 separate parties .......)

Johnnyk did you sell in the end ? And how was it ? You state a good lawyer where was he from thai or non thai ? Thanks guys I am having a few sleepless nights reading documents and 100+ emails over 10+ yrs from the land of smiles Sent from my iPhone using Thaivisa Connect Thailand

Edited January 9, 2014 by Crossy
fixed the formatting, iPhone apparently doesn't have an 'enter' key.

[Langsuan Man]

Hi johnnyk & others I've read all you've said and it's all very helpful to a situation I've just found myself in and didn't want to be in Do you guys know -

1.How many shareholders do you need if you own a company that's there soley to own a condo

Minimum of 3

2. Can I choose my own Thais to be the share holders ?

Yes,

3. How do I remove and add a new thai shareholder ?

Form is submitted to Department of Business Development

4. What's the going rate for a law firm or accounting firm to mange a "sleeping" thai company that's there just for owning a condo as the 49% in the block was already sold prior to my arrival and therefore I have a thai company so I can own the condo along with xxx amount of Thais I've never met set up by lawyer some 10-14yrs ago and to date with no issues at all

If talking about annual audit, 15-20,000 THB, to "wake up the company" needed to perform certain functions (water, electricity, etc.) 1-1,500 THB

5. So in my bundle there's Shareholder Certs Shareholder agreement Company book ( is it blue ?) My title deeds What else should I need or have to show full ownership and that I can sell if I wanted to

The Blue Book is your condo registration, shows the name of the company that owns the condo and the address. Tttle deed is the Chanote (large yellow document)

6. Do you guys have any knowledge of selling on a property via the company and was it easy ? Or costly ? Any key points to assist me

See a lawyer, easy process, but you can't do it yourself

7. How many shares can a fralang hold and how many do Thais hold and as above how many thai shareholders do you need ( I was told 5 then 3 by 4 separate parties .......)

Percentages, 49% to you, the rest diluted by the shareholders.

Johnnyk did you sell in the end ? And how was it ? You state a good lawyer where was he from thai or non thai ? Thanks guys I am having a few sleepless nights reading documents and 100+ emails over 10+ yrs from the land of smiles Sent from my iPhone using Thaivisa Connect Thailand

Will answer partly for Johnny, lawyer has to be Thai, one of the protected professions here in Thailand

Hold on to your hat since the doomsayers and legal beagles will be here any minute to tell you how you are going to burn in hell, loose your first born, be deported and that everything you own will soon be confiscated because of your illegality by the Thai government

[ThaiLawOnline]

When a foreigner is inside a Thai company, the most important things is to do PREFERRED SHARES. That means even if you have a minority of shares, like 39%, you will have more votes than the majority (61% for example).

Simple example: A foreigner as preferred shares and all preferred shares have 2 votes. Normal shares have 1 vote. That means you have equivalent of 78 votes (2 X 39) against 61 (61 X 1).

But good law firms will make the opposite. Foreigners will have normal shares (39%) and preferred shares for example, need 2 shares for 1 vote (so you have 39 votes and preferred (Thais) have 30). You have majority.

Preferred shares are explained in the articles of association.

When you have an agreement between shareholders (like to limit the power of a director) that agreement can be valid between all of you but it is not legally binding third parties so director could go against this agreement between shareholders. And you could sue him or her.

I am not sure if you mix the memorandum of shareholders, the articles of association or an agreement (minutes of meetings) between shareholders which are all different.

[johnnyk]

I was under the impression that I had total control through the setup of ordinary shares and preference shares.

Guess what? A lawyer I respect and trust has told me that the two classes of shares, as above in this thread, is bullpoop.

The two classes of shares are for companies with capital in excess of 100 million THB and that are publicly traded, ie. On the stock exchange.

Tiddlywink private companies like the ones formed by most falangs have one class of shares. That's all.

My sale fell through but for other reasons. I have also reformed my company from 7 to 3 shareholders.

I have a fridge full of beer should I be condemned to the fires by the usual suspects for owning property via a company.

Edited January 30, 2014 by johnnyk

[rubik101]

This is an interesting read. http://www.samuiforsale.com/real-estate/nominee-structured-companies-and-transfer-of-land.html

[Langsuan Man]

This is an interesting read. http://www.samuiforsale.com/real-estate/nominee-structured-companies-and-transfer-of-land.html

Here is an even more interesting read since you are posting the same old samui for sale url all over the board

http://www.thaivisa.com/forum/topic/714776-set-up-new-company-so-can-own-land-here/

Edited April 15, 2014 by Langsuan Man