Educational Information Only
The content on this page is for general educational purposes and does not constitute legal advice. Every legal situation is unique. For matters involving investigation, arrest, litigation, or formal proceedings, consult a qualified legal professional.
Nominee Shareholder Arrangements in Thailand
Using Thai nominees to circumvent foreign ownership restrictions.
Foreign Business Act Section 36, Land Code
Up to 3 years imprisonment and/or fine up to 1,000,000 THB; company dissolution possible
serious
Definition
Using Thai nominees to circumvent foreign ownership restrictions. Under Thai law, this offence is classified as a serious offence within the category of Corporate Offences.
Legal Basis
Foreign Business Act Section 36
Primary legislative provision for nominee shareholder arrangements offences.
Land Code
Primary legislative provision for nominee shareholder arrangements offences.
Elements of the Offence
For a conviction, the prosecution must prove all of the following elements beyond reasonable doubt:
Thai shareholders are nominees (not genuine owners)
Arrangement designed to evade FBA or Land Code
Foreign beneficial ownership concealed
Business engaged in restricted activities
Penalties
Maximum Penalty
Up to 3 years imprisonment and/or fine up to 1,000,000 THB; company dissolution possible
Actual sentences depend on factors including the severity of the conduct, harm caused, prior convictions, and mitigating circumstances. Courts have discretion to impose lesser sentences within the statutory range.
Possible Defences
The following defences may be available depending on the circumstances:
Shareholders are genuine investors
Foreign investment structure is lawful
BOI or other exemption applies
Note: The availability of defences depends on specific facts. Professional legal advice is essential.
For Foreigners
Special Considerations for Foreign Nationals
Criminal liability for both foreigners and Thai nominees. Company may be dissolved. Land held by company may be forfeited. Contracts may be void.
When Legal Representation Matters
If you are accused of nominee shareholder arrangements or facing investigation, immediate legal representation is essential to protect your rights and build an effective defence.
Anglo Siam Legal provides experienced legal services across Thailand for both Thai nationals and foreigners.
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