Can a foreigner register a Thai limited company with Thai nominee shareholders?

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Yes, it is possible for a foreigner to register a Thai limited company with Thai nominee shareholders. However, it’s important to note that the use of nominee shareholders should be approached cautiously and with proper legal advice to ensure compliance with Thai laws and regulations.

In Thailand, the majority of shares in a Thai limited company must be held by Thai nationals (51% or more), according to the Foreign Business Act (FBA). To meet this requirement, some foreigners choose to utilize Thai nominee shareholders who hold shares on their behalf.

Here are some key considerations regarding the use of Thai nominee shareholders:

  1. Legality: While the use of nominee shareholders is not explicitly prohibited by Thai law, it’s essential to structure such arrangements carefully to ensure they are legally compliant and do not violate the intent or provisions of the FBA or other relevant regulations.
  1. Nominee Agreement: It is common to have a legally binding nominee agreement in place between the foreign shareholder and the Thai nominee shareholder. This agreement clarifies the roles, responsibilities, and obligations of both parties and ensures that the foreign shareholder maintains control and benefits from the shares.
  1. Trust and Transparency: It is crucial to establish a relationship of trust with the Thai nominee shareholder and maintain transparent communication. It is recommended to work with reputable and trustworthy individuals or firms to act as nominee shareholders.
  1. Legal Advice: Seeking legal advice from professionals experienced in Thai corporate law is highly recommended to ensure compliance with all legal requirements and to safeguard the interests of all parties involved.

It’s important to note that the Thai authorities closely monitor nominee arrangements and may investigate cases where nominee shareholders are used to circumvent the restrictions or violate the spirit of the law. Engaging in nominee arrangements for illegal purposes, such as concealing true ownership or engaging in activities restricted to foreigners, can lead to severe penalties and legal consequences.

It’s advisable to consult with legal professionals or experts familiar with Thai corporate laws and regulations to ensure compliance and to understand the potential risks and implications of using nominee shareholders in a Thai limited company.

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