Nominee shareholders for Thai limited companies with Thai majority shareholders

Many foreigners wanting to set up a Thai limited company want to have 100% ownership, but because of Thailand foreign business law, some want to explore the choice of having a Thai partner to be the majority shareholder. Many of ThaiLawyers clients want to know if they can have nominee Thai shareholders to hold majority of the shares of the new Thai limited company.

Nominee Thai shareholders or not, ThaiLawyers need to raise this issue. Since August 2006, the Central Registrar specified the rules and procedures for registration of a limited partnership and a limited company in the case of registration to establish a limited partnership or a limited company:

  1. where the number of shares held by foreign partners or shareholders in a limited partnership or a limited company are at least 40% but less than 50% of the registered capital, or
  2. where a foreigner who holds less than 40% of the registered capital in a limited partnership or a limited company is a person authorized to act on behalf of the limited partnership or limited company

In either case of the above, every Thai partner or shareholder must submit the evidence indicated below showing the source of capital as an attachment to the application form, and those documents must show the amount of money corresponding to the amount of money put in their shares or shareholding:

1.        Copy of bank deposit book or bank statements for the last 6 months, or

2.        Document issued by a bank to certify or to show the financial status of the partner or the shareholder, or

3.        Copy of the evidence showing the source of the money put in the shares or shareholding.

In summary, the Thai shareholders need to present the evidence that they really have the money to invest in the new Thai limited company during the registration process. That is in our opinion the most important thing you need to know before considering having nominee Thai shareholders in your new business venture in Thailand.

Contact ThaiLawyers to consult about nominee shareholders in Thai limited companies.