Thailand Nominee Structure Risk Assessment

Shareholder Structure

1. How did the Thai shareholders obtain their capital to invest?

Authorities investigate whether Thai shareholders actually funded their shares.

Documented personal savings, loans with records, or verifiable income

Source is unclear or hard to document Medium Risk

Funds came from the foreign shareholder directly or indirectly High Risk

2. Are Thai shareholders active in the business or just names on paper?

Passive Thai shareholders who don't participate are a major red flag.

Actively involved in business operations and decision-making

Some involvement but mostly passive Medium Risk

Little to no involvement - just names on registration High Risk

3. Do Thai shareholders receive actual dividends proportional to their shares?

Failing to pay dividends to Thai shareholders suggests they aren't real investors.

Yes, dividends paid proportionally with proper documentation

Minimal or irregular dividend payments Medium Risk

No dividends paid to Thai shareholders High Risk

Control Arrangements

4. Who are the directors and who has signing authority?

Foreigners having sole control despite minority shareholding is suspicious.

Thai directors have genuine decision-making power and signing authority

Mixed control - both Thai and foreign directors share authority Lower Risk

Foreigner has sole signing authority despite minority shareholding High Risk

5. Who controls the company bank accounts?

Bank account control is a key indicator of actual business control.

Thai directors/shareholders have genuine access and control

Joint control requiring both Thai and foreign signatures

Foreigner has sole control of bank accounts High Risk

6. Are there any side agreements giving the foreigner extra control?

Secret agreements, undated resignation letters, or preference shares are investigated.

No side agreements - everything is as registered

Some informal arrangements but not documented Medium Risk

Written side agreements, preference shares, or undated documents High Risk

Business Activity

7. Is the business activity on the FBA restricted list?

Certain business activities require foreign business licenses or are prohibited.

Not on restricted list - fully legal for foreign majority

On List 3 but we have a Foreign Business License or BOI Lower Risk

On restricted list without proper license/exemption High Risk

8. Does the company own or lease land/property?

Property ownership by nominee companies is heavily scrutinized.

No property ownership - service business only

Leases property only - no land ownership Lower Risk

Company owns land that foreigner uses/resides in High Risk

Active Enforcement: 2024-2025

Shareholder Structure

Control Arrangements

Business Activity

Risk Factor Analysis

Recommendations

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