Hi everyone!
I'm really thrilled to find this forum and hope that I can find some ideas and solutions with issues I face:
I have two Thai partners where I am a 40% shareholder and they,30% each. We needed to register a company in order to do business and did so with the one partner as 98% shareholder and two of his family with 1% each. I was told that they did it that was because it was expedient, and I do, in essence , trust them. What worries me is that we now need to sign formal trade agreements with the organization with whom we are doing business and the contracts reflect the name of the shell company and the one partners name.
I do not know Thai business law, but it seems obvious that if there is trouble ahead I will have no legal sway in handling anything. I know that they will not cheat me in terms of profit share, but I am not comfortable having no representation in the any trade agreements we sign.
I'm really looking for any and all advice/opinion/suggestion that you folk may have to offer.
Just to clear my citizenship up...I am a South African and will not be moving to Thailand but will design, implement and manage our cloud base services for our Thai client from home. I will instead be sending my son to do the physical and technical installations. He will be working there on a work visa or possibly a residency of sorts.
Many thanks and regards,
Unhappy Camper
Safely setting up agreement between Thai shareholders and an Ex Pat
With 98-1-1 percentage split as you describe , you no longer have any share in this company . Walk away now . Find new business partners . You are legally no longer part of this.
Good luck
Terry
Chuck I have to agree with Terry.
You have allowed one Thai partner and a couple of his family members take full ownership of the company.
As described company should have been registered with 30 percent going to each Thai partner and 40 percent for your son. I say your son because much easier to obtain work permit for majority owner of Thai business.
You no longer have any controlling say in that company. They can do anything they want and it would be perfectly legal in Thailand. You needed to keep the 40-30-30 breakdown to have any control. Now with a 0-1-1-98 you own nothing. That guy and his family completely own 100% of the business in the eyes of the Thai government and they would be happy to rule every case in their favor. Both Terry and Straydog are right. I would've never gotten into that situation, but now that you already are you need to cut your losses now and not invest another sadang into it. Tell them since you own nothing you can invest nothing into the business because whatever you give to that business is theirs completely.
you really gave away the shop ... where did you think you had 40% ... no documents to prove it then ?, and you misrepresented your stake to the government ... you have been false on to many levels for this to fly ... run fast ...
Hello,
Before you (the Thai company) sign any formal trade agreements with the organisation that you do businesses with, you really need to restructure the shareholdings of the Thai company and have either yourself or your son made a director.
It is OK for your two Thai partners to also be directors, provided that either you or your son are required to sign all official company documents, purchase contracts, sales contracts, cheques, accounts, share transfers etc.
If your Thai partners have 30% of the company shares each, so 60% and you have 40%, then it would offer some security, but ideally it would be better if they had 25% of the company shares each, you had 48% and 2% could be held by a Thai lawyer or a Thai person that you (not your Thai partners) appoint.
If your son was a director (Company employee) and the company met with the criteria, your son could get a work permit to work for the company in Thailand.
If you were not to do as above and proceed as is, then you have absolutely no control over the company and no access to company data, bank statements, accounts etc.
I hope this info helps, please feel free to message me if you require further information.
Tuenchai
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Do not post contact details here either. Use the message system to exchange details.
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