Nominee Shareholder is a person (Thai National) to represent you(foreigner) and has no legal rights or ability to control nor manage the company. A Nominee is merely your representative and is appointed simply to satisfy Thailand’s regulatory requirements.
When do you need to ‘hire’ a Nominee Shareholder 1) You’ll need to “hire” a Nominee Shareholder if you intend to set up a Thai Company (where majority shares are own by a Thai) when you actually do not have a Thai Partner 2) You’ll need to ‘hire’ a Nominee Shareholder to fulfil the Thai Law to have at least 3 parties to form a Company if you do not actually have 3 parties. 3) You’ll need to ‘hire’ a Nominee Shareholder to represent you / to hold your shares for you when you(foreigner) actually owns the majority shares of a business venture with a Thai Partner.
You DO NOT need to hire a Nominee Shareholder when you(foreigner) is in fact holding the minority (less than 49%) shares in a Thai Company with a Thai Partner
Does hiring a Nominee Shareholder entail any risk for your company? When properly structured, a Nominee Shareholder is merely your representative and has no rights nor ability to control, manage, operate, transact on behalf of the company. The Nominee will also pre-sign his/her own resignation form as well as Share Transfer Form for your safekeeping. These pre-signed documents allow you to replace the Nominee anytime you wish.
Is it a good idea to use a Thai Friend, Girlfriend, Boyfriend, Employees as your Nominee Shareholders? Absolutely NO! We’ve seen too many cases where the nominated person tries to cash in on opportunities like this or simply disappear after a bad relationship or disagreement and the cost and headache you’ll have to face is far more costly than hiring a professional nominee shareholder.
What risks does a Nominee Shareholder take? A Nominee Shareholder undertakes significant risk. If the company breaks a law, the Nominee Shareholder (majority shareholder) is also on the hook with Thai authorities. While the Nominee Shareholder’s powers are severely curtailed, his or her liability is not – serious breaches of the law by the company can result in the prosecution of the Nominee Shareholder.
Nominee Shareholder Role at a Glance
The table below clarifies the division of responsibilities between the Nominee Shareholder and you, the owner of the company.
Who will be responsible for the overall management and operation of the company?
Who will be the signatory on the company’s bank account?
Who will provide a guarantee for all debts and liabilities of the company?
Who will execute all contracts on behalf of the company?
Who will be the shareholder of the company?
Who will satisfy the local share ownership requirement for your Thai Limited Company?
Contact UnionSPACE Legal team today to find out more. Our straight forward advise and service is here make doing business in Thailand easy.