If you decide that your company will have a Thai business partner or investor, the restrictions by the Foreign Business Act would not be applicable as the Thai partner would hold the majority of shares in your company.
With the appropriate corporate structure, you are able to create limits on the Thai partner’s control over such a company. Some examples include categorizing different classes of shares, regulating dividend distribution and setting up a separate shareholders’ agreement. A majority in equity, therefore, does not automatically have to translate into a majority of voting rights and/or dividends.
Antares Advisory can draft for you the Memorandum of Association and Articles of Association, which regulate the specifics of the company. This includes share structure and distribution, types of shares, voting rights, quorum, directors, dividends, auditors and any other essential regulations and characteristics of the company. In the last step, these documents are filed and the company’s Certificate of Registration as well as supporting documents will be issued.
We strongly advise against using Thai nominee shareholders (investors who are holding stocks on behalf of someone else) to artificially create a majority Thai company, as this will be considered a circumvention of the Thai Foreign Business Act. Therefore, any Thai investor must credibly appear as being a genuine investor (e.g. the ability to finance the share capital signed up for must be realistic, with respect to such person’s financial situation and/or educational background).
Should you not be able to find any such Thai investor, we do recommend considering a Thai holding company option.