My Gf wants to go into business with 2 other thai's

[davidst01]

My gf has Dr in front of her first name and currently works in a government hospital. She has been in discussion with 2 of her work colleagues at the hospital regarding the possibility of opening up a new clinic- on the basis of quitting their jobs and running the business together. They have found a good location that has 4 rooms (at the street frontage level) and a residence above (3 levels).

The other 2 are ladies and all 3 girls are aged in their late 20's. The other 2 are in a relationship with each other and live together. One of the colleagues is currently the 'Senior' to my gf- i.e. she is currently ranked higher than my gf but there is a lot of respect between the 3 of them and all have high integrity. My gf really trusts the other 2 ladies.

I wanted to see if any of tv.com members can offer advice as to how to proceed. I told my gf that she must insist on the following:

- 33.3% share of company set up between the 3 of them

- get a legal agreement drawn up by an attorney

- they all liable for 33.3% of expenses

- knowledge sharing and training is expected

- the new clinic must be high spec to western standard.

Can you think of anything else. Can you suggest any items that should be in an agreement written by the attorney. Should my gf get her own attorney to seek advice on this? One of the big issues is to agree how the profits are split up - when sometimes they all work different number of hours doing different treatments at different costings.

Thanks so much if your able to offer any useful opinions on this matter

[rgs2001uk]

My advice, let your g/f do what she wants with HER OWN money, do not get invloved.

Your g/f will always be the nong in the pee/nong status of her colleagues.

If they havent even agreed on how profits should be split dont get invloved, is your g/f leaving herself open to being exploited by being the "juniour" partner?

Thais know better than we farangs on how these things work.

[bobo42]

I would not offer any of that advice - except for this one: get a legal agreement drawn up by an attorney. I think you are spot-on with this one, I would urge her in the most powerful way I could not to leave things as just a "friendly arrangement". Make sure the business responsabilities expenses and distributions are clearly spelled-out in a formal document before she invests in anything else.

As to the rest, doesn't it seem like they are more qualified to decide that stuff than you are? I would let the 3 partners agree on the percentages, job responsabilities, whether or not they wanted "western spec" or "Thai spec". If it were me, I'd give her advice on these things, but seeing that she is the professional in her field, and also knows more about such working relationships than you, I would let her use her own judgement to come up with the terms that she wants.

Unless you are financing this little venture - then go ahead and stick your nose in everything you possibly can and make sure it passes the smell test.

[Trembly]

Incorporate as a limited liability partnership or private company limited.

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[WhizBang]

I would urge her in the most powerful way I could not to leave things as just a "friendly arrangement". Make sure the business responsabilities expenses and distributions are clearly spelled-out in a formal document before she invests in anything else.

Absolutely agree with this. NO 'friendly agreements'. Period. Business and friendship do not mix.

You didn't specify if it will be just her money involved, or if you are also putting up cash. As many have said, if it is her money, allow her to do as she thinks best. You can advise/suggest, but I would limit it to just that.

If any significant amount of your money is involved, personally, I would be very very hesitant.

[JeremyBowskill]

even with a 33% split if the other 2 are in a relationship, she will get outvoted time and time again. Seems problematic to say the least, but as others have said if its her cash she can do what she wants and if not, then why not? Doctors make pretty good money and even if not I would imagine a doctor has little problem getting credit, especially 1 employed by the government as government workers get loans and stuff fairly easily.

Edited February 18, 2014 by JeremyBowskill

[salavan]

it will be you that has to cough up the cash

[Donnie Brasco]

My gf has Dr in front of her first name and currently works in a government hospital. She has been in discussion with 2 of her work colleagues at the hospital regarding the possibility of opening up a new clinic- on the basis of quitting their jobs and running the business together. They have found a good location that has 4 rooms (at the street frontage level) and a residence above (3 levels).

The other 2 are ladies and all 3 girls are aged in their late 20's. The other 2 are in a relationship with each other and live together. One of the colleagues is currently the 'Senior' to my gf- i.e. she is currently ranked higher than my gf but there is a lot of respect between the 3 of them and all have high integrity. My gf really trusts the other 2 ladies.

I wanted to see if any of tv.com members can offer advice as to how to proceed. I told my gf that she must insist on the following:

- 33.3% share of company set up between the 3 of them

- get a legal agreement drawn up by an attorney

- they all liable for 33.3% of expenses

- knowledge sharing and training is expected

- the new clinic must be high spec to western standard.

Can you think of anything else. Can you suggest any items that should be in an agreement written by the attorney. Should my gf get her own attorney to seek advice on this? One of the big issues is to agree how the profits are split up - when sometimes they all work different number of hours doing different treatments at different costings.

Thanks so much if your able to offer any useful opinions on this

Congratulations !

You've found yourself a nice young doctor.

Hopefully you are wealthy enough so that this investment of 10 million baht or so (YOUR share only, is a mere flutter at the tables)

Are YOU a physician as well ?

Skin clinic, by any chance ? Weight loss ? Dental ? Eyes ?

You are not a businessman, are you?

Now, will this "investment" you are about to get front-ended on be collateralized ?

How will the books be done ?

Profit after salaries ?

Where is your leverage ?

What are your liabilities ?

Company cars can also be Benzes.

Share profits ? Really ?

The mind simply reels, david01

Simply forking reels ;-))))

"Sometimes, 'fuggedabowdit' just means fuggedabowdit."

Edited February 18, 2014 by Donnie Brasco

[rayongchelsea]

even with a 33% split if the other 2 are in a relationship, she will get outvoted time and time again. Seems problematic to say the least, but as others have said if its her cash she can do what she wants and if not, then why not? Doctors make pretty good money and even if not I would imagine a doctor has little problem getting credit, especially 1 employed by the government as government workers get loans and stuff fairly easily.

Spot on. Will always be the minority shareholder plus the " junior" ( Nong), this is hugely problematic.this must be discussed beforehand..

Also there must also be discussed the exit strategy..what is the long term objective, what if you have kids etc..so many variables..what if one wants to be bought out, what will be the valuation basis for the buyout..

But..if she wants, why not, young enough , sounds intelligent enough..may learn a lot etc..

Good luck..I am all for running your own business..my daughter will do so..too much crap with Thai companies and organizations..

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[FiftyTwo]

Keep her existing job, work for the clinic as well.

Many Thai doctors run 2 or 3 jobs at the same time.

No need for her to take risks.

Don't invest your money, no need for you to take risks either.

Edited February 18, 2014 by FiftyTwo

[antimedia]

You say that you GF has a Dr in front of her first name so I am presuming she has a Doctorate and not a Medical Degree. If this is the case and the two love birds are MD's it will make her a very junior partner.

[BigRick]

It seems if you can't open a business here by yourself don't do it with your friends. My wife learned this the hard way. It was a sad lesson with her money because I refused to be part of the "business" she did not listen to common sense because it was her friend. Lets just say that is the last time she listens to her friends. Thais crap on Thais more than Thais crap on Farangs everyone thinks they are out to ripoff Farang you should see what they do to each other. The greatest moment of this whole disaster for my wife was calling in a favor and these asshats and making them return everything she purchased. Their big fish was not the same as her big fish great sh*t watching them taken to the police station playing big shot to be put in their place. Now that being said if you are not Thai do not get involved with your funds. If its someone you care about try and protect that person legally as much as possible. There are no friends in business only people willing to put their interests first in Thailand.

[rayongchelsea]

It seems if you can't open a business here by yourself don't do it with your friends. My wife learned this the hard way. It was a sad lesson with her money because I refused to be part of the "business" she did not listen to common sense because it was her friend. Lets just say that is the last time she listens to her friends. Thais crap on Thais more than Thais crap on Farangs everyone thinks they are out to ripoff Farang you should see what they do to each other. The greatest moment of this whole disaster for my wife was calling in a favor and these asshats and making them return everything she purchased. Their big fish was not the same as her big fish great sh*t watching them taken to the police station playing big shot to be put in their place. Now that being said if you are not Thai do not get involved with your funds. If its someone you care about try and protect that person legally as much as possible. There are no friends in business only people willing to put their interests first in Thailand.

For all the years I have lived here and with all the types of Thai people I have worked with or socialized with or family ...one common factor is that trust is almost non existent here..it's not universally absent but rare..people will say the west is the same..but it's an inbuilt characteristic here..

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[sam sen]

is this a good idea? humm... let me think about it... (one millisecond later) no, its not a good idea.

if you have any experience of thailand you will be aware that almost any thai you talk to will be able to tell you a story of how their 'friends', family or business partner either 'borrowed' money and refused to repay it or simply ripped them off.

every thai business owner i know complains that that staff steal money. of course not all thais are thieves but talk to some thai bosses... you'll be amazed.

[uptheos]

"Can you think of anything else". "Can you suggest any items that should be in an agreement written by the attorney".

I hereby declare that any money that is put into this venture will come from my own private funds and under no circumstances will I ever ask Mr OP for any financial input whatsoever into my business venture"

[transam]

Not your money, now or in the future failure, not your problem.

[choff56]

The biggest red flag that I see is that the other two potential partners are in a live-in relationship. In good times they will have a 66.6% control of the company and if their relationship ever sours, where does that leave the company? Your girlfriend will either be odd women out most of the time, or "torn between two lovers " and feeling like a fool. She should definitely try to start this new company venture on her own or with "money investors"only. I wish her luck.

[fatdrunkandstupid]

Why is there a need for a company. Just tell your girlfriend to lease one of the downstairs rooms in the practice from the Dr dikes and then run her practice as a free standing entity. If there is a reception girl or other shared support staff, she can make a contribution towards those salaries in proportion to her patient work flow. She can also pay a flat fee for electricity and other utilities.

Many Drs, lawyer and other professional offices are now run in this manner.

If she can't make her practice profitable in its own right, the dikes would eventually kick her out of the group. Conversely, if the dikes gang up on your lady, she can always pull out of their premises with minimal financial damage.

[ghworker2010]

Why is there a need for a company. Just tell your girlfriend to lease one of the downstairs rooms in the practice from the Dr dikes and then run her practice as a free standing entity. If there is a reception girl or other shared support staff, she can make a contribution towards those salaries in proportion to her patient work flow. She can also pay a flat fee for electricity and other utilities.

Many Drs, lawyer and other professional offices are now run in this manner.

If she can't make her practice profitable in its own right, the dikes would eventually kick her out of the group. Conversely, if the dikes gang up on your lady, she can always pull out of their premises with minimal financial damage.

this is the most sensible advice on this thread. Many medical professionals operate this way.

[Senechal]

Sounds like you have your bases mostly covered. I would add:

1) all major purchasing decisions must have a 3/3 partner approval. (Above a specific price point)

2) there is an agreement on how much debt the company will take on, or an agreement to achieve consensus prior to any decision regarding debt.

3) there is an agreement of hours/time involved per partner. Ie: this is a full-time occupation.

4) all partners vest into their ownership. (This prevents a partner from leaving after 1 year and keeping their shares)

Edited February 18, 2014 by Senechal

[zuluboyy]

hi who is financing this little project ------you ??????? If you are run your legs off now !!!!!!!

[Donnie Brasco]

You wouldn't be the first gringo to pay serious money for the privilege of getting screwed by his upscale sweetie.

"Sometimes, 'fuggedabowdit' just means fuggedabowdit."

[sscsamui]

DON"T DO IT!!!!!!!!!!!!

[thailampang2012]

My opinion....

Your GF % of the partnership mat be a problem, but I think a lawyer can creates a contract where your GF will have 50% of vote value.....or put you on the partnership with 0.5% of shares and 25% of vote value. To quit a good job to start a business may be not a good idea until the business creates a good revenue and shows future, and not problems with the partnership...

Not invest any of your money...Thai people are not good administrating money in partnerships/friendship situations..let your GF deal with that.....and not get involved directly with the operation at all....

[klauskunkel]

one thing comes to mind: expenditures

there will obviously have to be a joint account for expenditures, insist on all partners having to sign for withdrawals.

[maprao]

LET HER DO IT WITH HER OWN MONEY

If it is your own money run Forest run!

[BookMan]

Why is there a need for a company. Just tell your girlfriend to lease one of the downstairs rooms in the practice from the Dr dikes and then run her practice as a free standing entity. If there is a reception girl or other shared support staff, she can make a contribution towards those salaries in proportion to her patient work flow. She can also pay a flat fee for electricity and other utilities.

Many Drs, lawyer and other professional offices are now run in this manner.

If she can't make her practice profitable in its own right, the dikes would eventually kick her out of the group. Conversely, if the dikes gang up on your lady, she can always pull out of their premises with minimal financial damage.

this is the most sensible advice on this thread. Many medical professionals operate this way.

fatdrunk&stupid is on the right track. Some variation of that arrangement. Profits/income would be different , depending on client lists and billing rates/qualifications etc.

[belg]

cosmetic surgery, whitneniss, nose jobs, botox, that is the future

[Wat dee]

Why western standards? Where's the location?

[Gandtee]

I was given advice many years ago that the quickest way to lose friends was to lend them money, or go into business with them. Over the years I have seen friendships broken for both reasons. Especially when no agreement was written up.

Edited February 19, 2014 by Gandtee