“Nominee” refers to the use of a “nominal shareholder” to hold shares on behalf of the actual owner in order to circumvent legal restrictions (often related to foreign ownership limits). The real owne
- clydelawfirmit
- 1 day ago
- 1 min read
“Nominee” refers to the use of a “nominal shareholder” to hold shares on behalf of the actual owner in order to circumvent legal restrictions (often related to foreign ownership limits). The real owner's name does not appear in the relevant legal documents.
Such arrangements differ from a lawful and transparent shareholding structure, where the true beneficial owners are disclosed according to their actual investment proportions and the business operates strictly in compliance with the law.
👉🏻 Key Differences
👥 Nominee Arrangement
• Purpose: To conceal the identity of the actual owner or circumvent legal restrictions (such as foreign shareholding limits).
• Legality: Illegal under the Foreign Business Act of Thailand, and may result in both imprisonment and fines.
• Characteristics: Shares are held in the name of Thai nationals, while the full economic benefits belong to foreigners.
🏢 Legal Shareholding Structure
• Purpose: To ensure transparency, lawful business operations, and proper management of investment rights.
• Legality: Fully legal and compliant.
• Characteristics: The shareholders listed in the shareholder register are the actual owners, and documentation clearly reflects lawful shareholding ratios.
⚠️ Legal Penalties for Using Nominee Arrangements
Offenders may face up to 3 years of imprisonment
and fines ranging from THB 100,000 to THB 1,000,000,
with additional daily fines possible.
⚖️🔎
Clyde International – One Stop Service for Your Business
Website: https://www.clydeinterlawfirm.com/
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