New company ownership rules might affect you

[JimmyGreaves]

Jimmy,

On your companies 'Certificate of Registration' document, there is a section which says "The objective of this company is item '24' " (for example).
You then look through the long list of objectives that come with your company papers until you see item 24 which may say 'designing of landscape gardening' or 'exporting furniture' etc.

Therefore the objective of your company, ie: the business you deal in, will/should come under List 3 of the FBA.

Burger

Well the objectives of the company consists of 22 clauses:

21 = To engage in the business of massage parlours
1 = To buy, procure, obtain lease, hire purchase, own, possess, develop, use and otherwise manage any property including the fruits thereof.
2=To sell, transfer, mortgage, pledge, exchange and otherwise dispose of property.
19= To engage in the business of laundry, barber, hairdresser and beuty salon.
4= To borrow money etc etc
8= bars & restaurants


A right mixed bag, I'm non the wiser about what list it falls under!

[Burger]

Jimmy,

Your solicitor should have asked you what your intended business was, and entered the number that corresponds with the business.
Seems to me he picked 8 balls out of a hat (ala the FA Cup quarter final draw) and added them all.
I'd have a word with him if I were you and get him to 'put straight' what your company business is.

Burger

[sargeant]

Jeez jimmy and i thought all the mumbo jumbo was just that
i missed yours its as clear as a blackhead on a non caucasion butt

The internal dimensions science and understanding of the phisics of a black hole in space seems simpler

it seems lawyers dont understand it whats frightening is real estate agents think they do and quote it with such authority:shock:

[malcolminthemiddle]

Jimmy,

Your solicitor should have asked you what your intended business was, and entered the number that corresponds with the business.
Seems to me he picked 8 balls out of a hat (ala the FA Cup quarter final draw) and added them all.
I'd have a word with him if I were you and get him to 'put straight' what your company business is.

Burger

An astute lawyer will maximise not minimise the type of business a company is registered to perform.

[Burger]

An astute lawyer would ask you what you wanted your business to be classed as, IMO. And also ask you whether you want it to cover various fields.

In the case above he seems to have included a business that is on List 1 of the FBA. Not good.

Burger

[Farang]

'
Indeed an astute lawyer – or anyone else forming and registering a Company on behalf of the shareholders –
does usually write into Articles of Association a wide scope of activities. In Thailand this set pattern entails 22 areas
of activities. None of them is in any way in breach of any existing laws, ere of now. This is the approved and
time-honored usage, an accepted practice, the path of least resistance and widest practical application.

This is done so that any new undertaking by the company is already covered by the Articles of Association.
This does away the (imagined and misunderstood) need of changing the AoA whenever the management
attempts something new, something conceivably outside the narrow clauses of single-activity-only AoA.

This is why you pay the lawyer instead of botching it up yourself.
,

[Burger]

Well if the lawyer has written in any activities that are covered on List 1 or 2 of the FBA (the more serious one's) then he hasn't done his client any favours considering this latest regulation.

Burger

[JimboPSM]

I think that there is a great deal of unnecessary confusion and worry here between what is contained in the objects clause and what a company actually does in the conduct of its business. Trying to put it simply:

• A company will only be affected by the legislation if the business that it actually undertakes comes under list 1 and/or 2
  
  A company will not be affected just because the objects clause might permit it to undertake business included under 1 and/or 2.

Caveat - this post is made without any engagement or liability on the part of the poster who is not a lawyer and is only giving an unqualified personal opinion.

[Burger]

My concern with be that if you had one activity listed as Jimmy has above saying "To buy, procure, obtain lease, hire purchase, own, possess, develop, use and otherwise manage any property including the fruits thereof. " (List 1) and one activity listed as "exporting furniture" (List 3).

You purchase some land to build your 'office' on, but have not actively comenced a business yet, this can be open to interpretation by the authoritites as to the nature of your business.

Better to play safe and only list activities on List 3 of the FBA IMO.

Burger

[JimboPSM]

My concern with be that if you had one activity listed as Jimmy has above saying "To buy, procure, obtain lease, hire purchase, own, possess, develop, use and otherwise manage any property including the fruits thereof. " (List 1) and one activity listed as "exporting furniture" (List 3).

You purchase some land to build your 'office' on, but have not actively comenced a business yet, this can be open to interpretation by the authoritites as to the nature of your business.

Better to play safe and only list activities on List 3 of the FBA IMO.

Burger

Buger, I'm afraid that is not playing safe, only listing activities on List 3 would not prevent any individual actual business transaction being interpreted by the authorities as a List 1 or 2 activity.

The actual activities of the business are a matter of fact, although the interpretation of that by the authorities may be a subjective rather than objective judgment.

[Burger]

Yeah I understand that you could be judged as performing a business that is different to what your objectives say, but in the borderline case of building a home/office and your objectives say you are going to 'export furniture' for example, plus you had some supporting documentation prepared for that type of business, then you would be in a much better position to be judged as that IMO.

Burger

[sargeant]

This is sounding like five or 6 or a committe of people trying to decide the lottery numbers
No way would i put my money on that

[JimmyGreaves]

I don't know how the authorities decide the nature of your business in relation to the lists, is it by:

1. Looking at your registration papers.

or

2. Looking at your accounts.

My company was setup using a reputable Bangkok Law Firm and at the time there was some stability in being able to purchase a small house/land and do some retail business. At the moment I'm really non the wiser. At least the company setup can be changed to conform, but at the moment it's still a grey area. Will it ever be Black & White

[Rider]

I don't know how the authorities decide the nature of your business in relation to the lists, is it by:

1. Looking at your registration papers.

or

2. Looking at your accounts.

My company was setup using a reputable Bangkok Law Firm and at the time there was some stability in being able to purchase a small house/land and do some retail business. At the moment I'm really non the wiser. At least the company setup can be changed to conform, but at the moment it's still a grey area. Will it ever be Black & White

Doubtful, the thais want it so that its always ambiguous and grey, that way it keeps all the speculators guessing and nobody going all in on a buying spree.
The laws they implement on foreign business etc are deliberatly meant to confuse and befuddle, that way its always open to interpretation, they don't want everyone to come in, nor do they want everyone out.
Smart ass lawyers have a field day every time and come up with these 'creative' solutions to anybody desperate enough to invest big money here. While its not a forgone conclusion the sky will fall on the falang investors, I know I'd rather have my precious coin invested elsewhere rather than a country that decides it can hold on to 30% of an investment for a year without interest.

[dr dave soul monsta]

Again! We have some updates on certain legal issues translated from the horses mouth so to speak, which have been kindly provided to us courtesy of Rene Phillipe & Partners

If any one wishes these in detail updates please PM me with your Email we will happily forward these on please note they are quite large files

FAQ-Real Estate-20 most recently asked question

this contains info for small and large companies

FAQ-How is Foreign Investment Regulated in Thailand-Updated 15 01 2007