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ResourcesCorporate and Tax AdvisoryThailand Corporate Law"Nominees as Shareholders" of Thai Companies?

"Nominees as Shareholders" of Thai Companies?

Transcript of the above video: 

You will oftentimes hear people talking about nominee shareholders in the context of Foreigners setting up businesses here in Thailand. Frankly it's kind of an erroneous line of thinking if you will regarding this whole nominee idea if you will. What are we talking about? 

Well in Thailand, it is explicitly illegal to utilize nominees; it's actually a criminal offense here. So what we are talking about is under the Foreign Business Act, oftentimes the circumstances and the business activity involved in a given enterprise will result in a situation where you are going to want to set up a 49/51 - 49 being the ownership by the foreigners, 51 being the ownership by some sort of local Thai - in order to comply with the Foreign Business Act. Now the problem is oftentimes this stuff is done pretextually or even more extremely pretensively, where basically that nominee just is not a legitimate shareholder and that can lead to problems. 

I thought of making this video after reading a recent article from the Pattaya Mail, that is pattayamail.com, the article is titled: Thai Lawyer downplays expat visa awards versus personal taxation worries. Quoting directly: "As regards Thai Immigration Authorities, their main concern is Visa related regulation and investigations into business frauds such as unauthorized working, us of nominees and shareholders and illegal short-term renting of condominium units." Quoting further: "In spite of rumours, I have seen no evidence of TRD seeking to identify expats through their visas except those who are accused of a criminal offense," said Victor". 

In any event, the point I wanted to get out was the "use of nominees as shareholders". That's a concern to law enforcement here in Thailand and I think it's going to continue to be a concern to law enforcement here in Thailand moving forward, and it's another one of these reasons why you are probably going to want to contact somebody who has got a pretty good deal of experience dealing with corporate setups, and dealing with how to set up a corporation in Thailand so as to avoid any penalties associated with nominization so as to be in compliance with relevant Thai Law.