Transcript of the above video: 

As the title of this video suggests, we are discussing nominee structures here in Thailand, corporate structures specifically; it has been in the news a lot. Thailand is cracking down heavily on these structures. They are also viewing it as almost an existential threat to Thailand because they found - at least to my understanding - two different caches of arms associated with two different sets of foreign nationals here in Thailand that seem to also be utilizing corporate structures and utilizing visas that were inappropriate as well. So a lot going on here, but what's important to understand is this is being taken very, very seriously by Thai Law Enforcement and I don't think this seriousness is going to fade away anytime soon. 

Which then brings up the question, "Well what do I do? I've had a company for X number of years; it's structured the way it is. I may be worried about it." Well the first answer to that question - and we'll go into it a little bit by citing Pattaya Mail, pattayamail.com, the article titled: The wake-up call from Koh Phangan: A paradigm shift in Thailand's regulatory enforcement. Along that vein, quoting directly:

"Legal Health Checks - Conduct a thorough audit of existing corporate structures to ensure they meet the modern definition of a "Genuine Joint Venture." So basically due diligence. It's not a bad idea. Look if you've had a corporate structure, and you're operating here in Thailand and you're feeling uneasy about this, it may not be a terrible idea to contact a legal professional, conduct due diligence on the overall structure, and if legal professionals come to the consensus that maybe some changes need to be made, then those changes can be made. If it looks to be in compliance with relevant law, then so be it. That said, they go further. 

"Exploring Legal Alternatives - Utilize legitimate framework such as the Board of Investment (BOI) promotion, Foreign Business Licenses, or the Long-term Resident (LTR) visa programs which offer clear paths to compliance." Well I don't think the LTR offers a clear path to compliance. Nobody has ever been able to explain to me its work authorization rules and where those emanate from. Meanwhile, again one of the biggest issues associated with folks that they were going after on Koh Phangan had to do with the fact that they were utilizing Visas so they didn't have to pay tax in Thailand, but yet they were utilizing the corporate structure. I don't see how the LTR in conjunction with the corporate structure doesn't raise the same issues; so let's leave that on the table. 

That said, good points regarding BOI promotion as well as Foreign Business License. The Foreign Business Act actually does allow for foreign nationals to own their companies 100%. The problem is getting the license issued, which oftentimes the issuance of which is discretionary by the Ministry of Commerce. Meanwhile, Board of Investment can issue what is called a Foreign Business Certificate which does allow for, again foreign nationals to own a majority in a Thai company. The same can be said also for the Eastern Economic Corridor. They have the authority to also issue concessions, and as we have discussed in other videos, the US-Thai Treaty of Amity as it pertains to Americans, gives them "national treatment" to do business in Thailand thereby allowing them to own their companies 100% notwithstanding the Foreign Business Act. 

So while there are concerns here in Thailand about the issue of nominees, and if you are concerned about the issue of nominees, or you are looking for alternative methodologies of setting up in Thailand so as to either mitigate the need for nominees at all or just completely extract the need, just completely negate the need for nominees in Thailand, it may not be a terrible idea to contact a legal professional, gain some insight and guidance into how best to proceed.