Transcript of the above video:

As the title of this video suggests, we are discussing nominees in the context of Thai Businesses. For those that are unaware, there is what is called the Foreign Business Act here in the Kingdom of Thailand which creates specific restrictions on foreigners being able to do business in Thailand under certain circumstances. Most notably it oftentimes creates a situation wherein as a practical matter the Company needs to be set up 51/49% ownership in favour of a Thai or Thai Nationals; one Thai or multiple Thai nationals. In a sense, it has to be 51% Thai. 

Now there are things like a Foreign Business License as well as what is called the US-Thai Treaty of Amity which may allow Americans to go ahead and do business in Thailand with 100% foreign ownership notwithstanding the provisions of the Foreign Business Act. Foreign Business Licenses may be granted in spite of the Foreign Business Act as well, or sort of in pursuance to the Foreign Business Act but as a practical matter, Foreign Business Licenses are not necessarily issued with any degree of certainty. So as a practical matter a lot of folks end up having to set up 49/51 Thai to foreign ownership type businesses here in Thailand which can create some issues.

I thought of making this video after reading a recent article from the Bangkok Post, that is bangkokpost.com, the article is titled: Jail threatened for Thai nominees of foreign-owned businesses in Chinatown. Quoting directly: "The Chief of the Department of Business Development has warned Thai nominees of Chinese-owned shops in Yaowarat, aka Bangkok's Chinatown, that they are liable to up to 3 years in jail and/or a fine of up to 1 million Baht plus daily fines. Thosapone Dansuputra, Director-general of the Department, on Sunday emphasized the restrictions on foreigner-owned businesses in Thailand and the punishments for violations of law." 

Yeah and you will hear a lot of people that talk about, 'we just need to find a Thai to be on our shareholder list.' No, that's not how it works. Nominees are illegal in Thailand. Now what is a nominee? That's a bit of a nebulous thing when it comes to trying to define that but one of the big sort of rules of thumb that we have here in the office have sort of gone by is, is that person actively involved in some way, shape or form in the business or are they simply somebody whose name is on a piece of paper and they do nothing within the business? If they are the former well then I think that they do not meet the definition of nominee. If they are the latter, you may have some problems. So nominees are something that should not be just dismissed out of hand here in Thailand. It is a major issue associated with doing business here in the Kingdom.