Transcript of the above video: 

This video is one of many we are going to be talking about as it pertains to an issue of nominees here in Thailand. For those who are unaware, we are talking about corporate nominees, basically shareholders on corporate documentation that are placed there in order to meet requirements associated with the Thai Foreign Business Act. So for those who are unaware, unless there's a specific exception - for example the US-Thai Treaty of Amity provides that Americans can gain National treatment for their businesses in Thailand so they are treated as if they are Thai i.e. Americans can own their businesses 100% pursuant to the terms of the US-Thai Treaty Amity - unless there is an exception like that, and there are other things like the Board of Investment can provide certain concessions that can sort of override issues associated with the Foreign Business Act - unless you have something like that, the Foreign Business Act applies generally to foreigners doing business in Thailand especially through corporate entities. And as a result, it oftentimes ends up in a situation where you have to have a 49/51 set up - foreigner to Thai - 51% of the shares being held by a Thai national in order for that type of business to be in compliance with the FBA. That then has created a situation where folks have used "nominees" to basically just be on a shareholder list in order to meet the formal requirements. 

Now the definition of a nominee can be somewhat nebulous, but basically the big issue here is that people are just being placed on these things pretextually or really, I think more to the point is pretensively. In essence, their name is on the company, but they have nothing to do with the company; they are just there nominally; again, that's the point of the word nominee. And again such practices are illegal in Thailand. Unlike other jurisdictions where nominees are legal, nominees are not legal in Thailand, specifically under the terms of the Foreign Business Act. That said, in the past, this has been treated as much more sort of an administrative issue; more and more this is being treated as a Law Enforcement issue. 

I thought of making this video after reading a recent article from the Nation, that's nationthailand.com, the article is titled: Thailand launches 23-agency drive against nominee firms and grey capital. Quoting directly: "The Government has signed an MOU with 23 agencies to link data, monitor suspicious businesses, and stop nominee firms and grey capital from using Thailand as a base for economic crime." It's an interesting word "economic crime". Isn't all crime sort of economic because it's occurring in the economy. I don't know. It just seems kind of semi-redundant. Before I get into further quote, just as an aside real quick, for those who appreciate the videos and things that we make, I've had people ask me I don't necessarily need to hire you as a lawyer, or your firm, is there anything we can do? Well, my better half and I set up a restaurant here in downtown Bangkok, it's called Pancake Palace, as the name implies, it's breakfast anytime as well as American Diner style food. It's not just American breakfast; we do have an English breakfast on the menu. We've also got American Diner style food. It's not only breakfast food, we've got hamburgers, cheeseburgers, buffalo wings, tacos; we've got grilled cheese, we've got grilled ham and cheese, we've got all kinds of good stuff on the menu. We've got glass bottled Coke. If you are interested come on down; links are in the description below. That said, let's get back into it. 

Quoting directly, again from the Nation, nationthailand.com: "The Thai Government is turning the nominee business problem into a national enforcement agenda, with 23 agencies joining forces to link data, monitor suspicious business activity and prevent grey capital from using Thailand as a base for economic crime. Deputy Prime and Commerce Minister Suphajee Suthumpun on Wednesday (April 29) presided over the signing of a Memorandum of Understanding at Government House aimed at preventing and suppressing the use of Thai nationals as concealed proxies or nominees." I'm going to get in other videos I'm making contemporaneously with this one, this is having tremendous practical implications especially in the Eastern Economic Corridor and Pattaya specifically, so stay tuned because there are other videos coming on just how - this is a pretty big deal, this is actually a pretty big deal. This is a bit of a paradigm shift. Again, we have discussed this in an Immigration context before where at one time, Thai Immigration was treated as sort of an administrative function. That paradigm shifted toward a law enforcement function and now it's shifted to a national security situation especially in the aftermath of the tensions along the border and the conflict along the border this past summer. This is similar. We're seeing this shift from sort of "well, these are all administrative sort of corporate law issues" over to possibly even criminal law implications. Quoting further: "The agreement, signed under the theme "Closing economic cracks, joining forces to defeat nominees", brings together state agencies, regulators and private-sector bodies, in a coordinated effort to close legal loopholes, protect legitimate investors and strengthen confidence in Thailand's business environment."

So again, what we are seeing here is a major paradigm shift within the law enforcement apparatus here in Thailand as it pertains to corporations. Now that being said, there are perfectly legitimate setups here in Thailand for foreigners to do business either through a 49/51% setup, otherwise again as I mentioned previously, there's the US-Thai Treaty of Amity. The Board of Investment has certain concessions; the Eastern Economic Corridor itself can provide certain concessions for foreign nationals looking to do business here in Thailand. 

But long story short, and the thing to take away from this video is the nominee issue is clearly something that is a priority of this new government, so I expect we will see further enforcement activity, and we will certainly be keeping you updated on this channel as the situation evolves.