Nominee shareholders for Thai limited companies is an issue that clients ask MSNA very often.
If a foreigner wants to set up a Thai limited company with 100% shares held by foreigners, he needs to consider Thailand foreign business law. Most likely, he will need to apply for a foreign business license, which is very difficult to get. Some foreigners may opt to have a Thai partner hold the majority of the shares for them. Many of such cases are that the Thai shareholders are nominee shareholders, who just hold the shares on behalf of the real investors – the foreigners.
Whether your Thai shareholders are nominee shareholders or not, they have to show that they have the money to invest in the company. 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 as follows:
- 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
- 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
the Thai partner or shareholder must submit the evidence below showing the source of capital as an attachment to the application form to register the company, 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 short, 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.
ThaiLawyers.com provides consultation on the matter of nominee shareholders for Thai limited companies.