transfer land from company to one of the directors

[steve2112]

my friend (Thai lady) is a directory of a company that owns some land valued at about 2M baht. other directors are farang. they all want to transfer to her name and dissolve the company.

 

she's heard that the company cannot 'sell' the land to her because she's a director. is this true? if true would have to transfer to a third party first (her sister) then back to her which would be 2x tax i assume.

 

assuming have to do something like this, what are the likely taxes and fees? i read 2% is basic transfer tax but 3.3% for company transfer, but don't know if that's only into a company or if applies out of company also.

 

also i see there is a .5% stamp duty.

 

i think maybe a way to avoid the double transfer is for the Thai director to transfer her shares to her sister first, then hopefully no problem with the company transfer back to the former Thai director in one step.

 

any thoughts and ways to avoid a lot of taxes? thanks

 

 

 

Edited July 22, 2020 by steve2112

[Delight]

One solution is for the directors to transfer the land to her name. Transfer fees will have to be paid.

That done -the only remaining problem is what to do with the company.

Close it down is the obvious answer.

 

That  process is not cheap!

 

[paahlman]

Liability to company is still on old directors of company if not terminated.. So to transfer shares to avoid tax is a dangerous game.. Its not what you did in the past.. It is what future owners of same company can do. Strange, but by the law it can be like this.. Just sayin.....

[Kerryd]

I spoke to my lawyers awhile ago about what it takes to close out a company. Roughly 46,000 baht if it has no assets. That includes a meeting report, final balance sheet, company update and the closure. The expensive part is if there is property or other assets "on the books".

I was told the land transfer fee and taxes would be around 110,000 baht (on a 1.2 mil property). So expect it to be a few thousand more if the property is worth 2 mil.

(The actual value is what the Land Office sets, not what you think you can get for it on the market). The places around me have been selling recently for up to half a mil more than the "assessed" value.) 

In the OP's case, I would suggest to replace the Thai woman as a director with another Thai (temporarily). Your lawyer may even be able to use one of their staff.
Do the meeting report/update. Then do the transfer of the land to the woman and once that's complete, close out the company.

The meeting report/company update shouldn't be that expensive and will be way cheaper than doing a "double land transfer". (Waaaaayyyyy cheaper. The place I use charges me 2,000 for a meeting report and 3,000 for a "company update".)

That should be all neat and legal and save you some cash.

Note. The lawyer told me that, normally, they need to see a "cheque" for the "sale" of the property. This is supposed to be a safety thing (so no one can come back later and say they didn't pay or wasn't given the chanote or whatever). A copy of the cheque would be kept on file. If there is no "cheque" for some reason, then there is an additional fee (perhaps for a notarized letter stating why/why not). Not sure how much the additional fee is but I suspect it wouldn't be a deal breaker in any event.

Edited July 23, 2020 by Kerryd

[rickthailand]

i did this the director(thai) was moved out the company temporaly and bought the land and was put back on the company. no cheques required only the tax bills from land department

 

rick