If you are considering the prospect of establishing a Thailand branch of an existing company or starting a new business in Thailand, there are numerous factors to consider and decisions to make, particularly if you wish to proceed in accordance with Thai company law. There are numerous laws that will affect you and your company in Thailand (and abroad). Merely filling out forms without the knowledge of the application of the law can lead to serious complications and other problems.
It helps to become familiar the Foreign Business Act 1999. This sets out the rights of foreign companies in Thailand, as well as what is not permitted.
Most, although not all, foreign businesses looking to set up in Thailand require a Thai majority shareholding. Many foreigners prefer to form a Thai majority company, to allow the company to operate a business in a category that is otherwise restricted to foreigners. The registration of a Thai majority company generally requires less registered capital and less paperwork than the registration of a foreign company. A Thai majority company can also buy land.
Others however prefer the simpler but highly illegal practice of nominee shareholders. A nominee shareholder is a shareholder in name only; in reality nominee shareholders lacks any real financial stake or interest in the company. There are companies in Thailand who will offer to supply Thai nominee shareholders. This is extremely high risk as not only will you have no knowledge of who the shareholder of your company is now will they owe you any loyalty, they are likely to be professional shareholders who will probably be listed as shareholders in multiple companies which will soon wave a red flag to the authorities.
Rather than break the law, it is prudent to take qualified legal advice from an experienced Thailand lawyer. There are ways to deal with these situations but careful consideration needs to be taken of an individuals needs and resources.
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