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Shareholders, Directors, and Promoters of Thai Companies?

Transcript of the above video:

As the title of this video suggests, we are discussing directors, shareholders and promoters of Thai Companies. What are we talking about here? Okay, as the title suggests, it is pretty straightforward but, I don't think foreigners really understand when they are coming to do business here like what the makeup of a Thai Limited Company is. They often come in and they have their own set of presumptions and assumptions which is never a particularly good idea especially in a place that has an entirely different set of laws than what you may be used to dealing with in your own home country.

Long story short, Limited Companies here in Thailand look an awful lot like what we call C Corps back in the United States, incorporated entities, not so much like LLCs. A lot of people come here and they say "I want a Thai LLC." Well there isn't an equivalent strictly speaking. LLCs in America, member managed, manager managed, whatever, they are different. In the end they can look a lot like partnerships for flow through taxation purposes or non-flow-through taxation depending on what you want. Again totally different than what we are looking at here in Thailand. Here in Thailand, again it looks much more like a C Corp. You have shareholders, they have an entirely different function from directors. Directors maintain and manage the company and then you have got this thing called promoters. Promoters are who generally speaking are the ones that incorporate the entity; they put the company together. Generally speaking, you will see a lot of lawyers acting as promoters when they are setting up companies here in Thailand. I know we do it a lot when we are incorporating an entity although sometimes people opt to do it on their own. They want to be listed as the promoter; I don't really see the point under most circumstances but again it depends on what you want to do.

Long story short, the thing to understand and the purpose of the video is to understand that yeah this looks much more akin to corporate entities that we were far more used to dealing with back in the States like 50 years ago. Again there have been a lot of updates over here in Thailand: changes to the number of shareholders, changes to the number of directors and things that you need to operate a limited company but long story short,  it's still a much more formalized structure, there are a lot more formalities associated with corporate reporting here and for that reason, it is not a good idea to presume that the way things work in Western jurisdictions regarding Corporate Law are going to operate the same way here in the Kingdom of Thailand.