Transcript of the above video: 

As the title of this video suggests, we are discussing corporate nominee issues. I thought of making this video after reading a recent article in the Bangkok Post, bangkokpost.com, the article is titled: Thai Government issues stern nominee warning. Quoting directly: "The Government has issued a stern warning urging people not to act as nominees for foreign investors in business ventures, especially in tourism related sectors or face serious legal consequences punishments including prison and heavy fines, asset seizure, and the revocation of business licenses. Deputy Government Spokesman Anukul Pruksanusak said many people have unknowingly or willingly been used as fronts (nominees) by foreigners to illegally operate businesses in Thailand. This violates the Foreign Business Act of 1999 which prohibits foreign ownership in certain sectors unless permitted by law." 

Now notably, it is possible to have a 49% share in a Thai Company legally, and if it is structured correctly, and your actual business is a line with the law, you are not going to have a big problem with this. I have discussed in other videos, the whole issue of what a nominee is can be somewhat nebulous, but that said, the two major issues that come up with regard to this anti-nominee stuff comes down to the issue of if a corporate entity is being utilized primarily for the purpose of foreigners to own land, that is extremely, extremely frowned upon to the extent that you may do actual prison or jail time or have some criminal penalties associated with that. Another one is the tourism sector is a heavily regulated sector here in Thailand, highly restricted from foreigners. 

That said, the point of this video comes down to more the issue of avoidance of nominee issues through use of the Amity Treaty. For those that are unaware, the United States and Thailand maintain a nearly 200-year-old Treaty between those two sovereign countries which basically, it doesn't basically, it grants "National Treatment" to the citizens of the respective nations doing business in each other's country. Under the provisions of that Agreement, it is possible for an American Business to be 100% owned by American entities or American businesspeople notwithstanding the Foreign Business Act because the Treaty basically supersedes the Foreign Business Act. It's between Thailand and the United States and under the terms of that Treaty, if it's certified under the terms of the Treaty, then the company can receive "National Treatment", so it will be treated as if it was a Thai Company anyway basically. So this is a major benefit accorded to Americans doing business here in Thailand and it means Americans don't really need to worry about this issue of nominees, nominee shareholders, etc. They can set up their company 100% ownership. 

Now bear in mind, there are some limited restrictions with regard to that but that said, most types of American business looking to operate over here in Thailand are not going to have any problem running into those kind of restrictions. But yes, it does get basically American companies away from the whole nominee issue entirely. Those who are looking to do business here in Thailand, especially Americans, it is probably not a terrible idea to contact a legal professional, gain some insight and guidance into how best to proceed.