Your Thai shareholder rights
Most real estate companies incorporated prior to 2006 were set up with Thai 'nominee shareholders'. It means that you are considered the actual owner or principal. Different from a normal company your nominee shareholders cannot claim any rights, ownership or control in the company. The registered Thai shareholders merely hold the shares on your behalf. Currently this structure is considered illegal for foreigners under the Foreign Business Act and Land Code Act.
Consequences
You or your heirs as your the successors can demand the transfer of shares (and control) in the company from the nominee shareholder(s). However the list of shareholders as registered with the department of business shows who is the owner of the shares (which is considered property of the registered shareholder). The shareholders could use this shareholder list as evidence and suggest their rights in the company under Thai law. In such situation you or your heirs must be able to prove that you are the actual or beneficial owner of the shares. This could be among others through proof showing the source of the funds for the purchase of the shares investment and assets in the company. Together with possible other evidence you could prove in court that you or your heirs are the actual owner.
A real estate company formed with real Thai shareholders or partners (if the shareholding structure would be accepted by the land office) would be less interesting because they would own 51% in the company. The shareholders rights and obligations in the company can be found in the civil and commercial code
A common clause in a last will and testament in Thailand for foreigners owning property on the name of a Thai company is:
in the event I shall die, I do hereby give, bequeath and transfer all my present and future properties and assets of whatever kind and character, including all shares held in [company name] Co.ltd in Thailand, both in my name and in the names of Thai and other nominees holding shares for me (my Thailand estate), to ......
See also
