What is Nominee?
What is Nominee?
Nomini means a person who holds ownership or rights on behalf of another person without actually owning them. In other words, they either hold each other or claim to be the owner, but they are actually controlled by others. In Thailand, the use of Nomini often involves circumventing laws that restrict the rights of aliens, such as letting Thai people hold shares on behalf of foreigners so that the company looks like a Thai company or letting Thai people buy land on behalf of foreigners. This is illegal because it conceals or circumvents the laws under the Act.
Foreign Business Act B.E.2542 (Section 36)
Thai nationals or juristic persons who are not aliens under this Act, assist or support or participate in the business of aliens who are businesses specified in the accounts at the end of this Act. The aliens are not allowed to do such business or engage in the business of aliens by expressing that it is their own business alone or holding shares on behalf of aliens in partnerships or limited companies or any juristic person in order for aliens to do business by avoiding or violating the provisions of this Act, including aliens who consent to Thai nationals or juristic persons who are not aliens under this Act to do so, shall be liable to imprisonment for a term not exceeding three years or a fine ranging from one hundred thousand baht to one million baht, or both, and the court shall order the termination of the provision of assistance, assistance or support, or order the termination of the business venture, or order the dissolution of the shareholding or being That partner, as the case may be, is punished by a fine of ten thousand baht to fifty thousand baht per day for failure to comply with a court order at all times.
Example of Nominee
- The foreigner gives the Thai person 51% of the shares, but the foreigner pays all the money and controls the actual business.
- The foreigner allows the Thai person to buy the land, but enters into a hidden contract that is his own.
- The Thai person receives compensation to hold it in his place.
How to do if you want to do a business in Thailand
- If you want to invest or do business, should use a legitimate structure, such as a Boi, an EEC, or an authorized company.
- Registered shareholder, based on where the foreigner invests
- Consult an accountant who has experience with a registered company, work permit or BOI
Reference: https://www.dbd.go.th/law?group=29&category=123&subcategory=2340&content=2333