Under Thai laws, having a Thai shareholder which holds shares on behalf of somebody else without having invested their own capital (“Nominee Shareholder”) is illegal and therefore, not recommended.
We strongly suggest finding a genuine Thai partner to join your business venture. However, it can be difficult to find an affluent local investor to set up such a partnership. Through a holding structure, a wealthy local investor is not needed and a trusted local person is sufficient.
Basically, a holding company structure consists of two separate legal entities. Instead of offering shares in your operating company, we will set up a second company (“Holding Company”) to hold the majority of shares of your operating company. This holding company will have a substantially lower registered capital (as low as 100,000 THB) than the operating company, having the sole purpose of holding the majority of shares of your operating company as an investor.
As a result, you need to find a Thai investor who is able to credibly finance 51% of 100,000 THB – rather than 51% of more than 1 million THB. The holding company requires a loan from your head office in order to finance the purchase of the majority of the operating company’s shares. Via a respective loan and pledge agreement, these shares will be pledged to the head office as a collateral for this loan.
The operating company will be held 51% by the holding company and 49% by yourself. The holding company will be held 51% by your real local investor and 49% by yourself. Therefore, both will be regarded as Thai companies and be able to engage in any business activity.
We can help you establish this corporate structure in five to seven business days.