Company condo ownership illegal?

You state that buying a condo in a company is illegal, please identify the law that states this.
Category: Other questions
Asked 7 years ago

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That is not what it says. A majority Thai owned/ partly foreign owned Thai limited company can register ownership of an apartment when the Thai-foreign shareholding is accepted by the Department of Business and the Land Department.

Is it legal or illegal?

When the majority Thai shareholders are considered holding the shares on your behalf (i.e. are considered your nominee shareholders) then you would legally be considered the actual owner of the shares and therefore the company foreign + when the company is considered holding the property on your behalf then you would also be considered the actual owner and therefore in both cases a foreigner would illegally be owning a condo through this company.

Note: the Thai-foreign shareholding must accepted by the Land Department and Department of Business. It is not smart to form a company with a 100% Thai shareholding and transfer the condo unit to a 100% Thai company and then after ownership registration transfer the shares to the foreigner. This only shows the illegality of this shareholding structure as if it was legal you could own the shares at the start.

Is the structure void or voidable?

Under the Civil and Commercial Code, when a company is formed merely as a vehicle for the foreigner to own a condo then this structure is void because its purpose is to circumvent the law (pursuant to section 150 civil code 'void and voidable acts'). The company must have a legitimate business purpose and activity at least on paper.

What are the legal obligations?

You will have a company and you will be a director in that company and must comply with all requirements and obligations under the civil and commercial code, you will be responsible for accounting and filing tax reports annually and as it is partly foreign Thai company you must comply with the foreign business act + working of aliens act as you will represent the company as a foreign director.

Don't forget, the company has to pay corporate income tax annually, but also, as the property is not considered 'owner occupied' (you as the foreigner will occupy the property) the company (you) will have to pay the full "rental tax" to the local authorities pursuant to the Land and Housing Tax Act, irrespective if you pay rent to the company or not.

Do I really own it?

As a general consideration, who wants to own a property in a company with a majority of real Thai shareholders? Before 2006 nominee shareholders were not an issue and the Thai shareholders did not own anything and could not claim anything and often even did not know they were shareholder in the company. Currently with new regulations and requirements it is really not straightforward to form a company for a property purchase and (long term) ownership.

Answered 7 years ago

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