Individual Property Ownership in Thailand
 
Generally speaking, foreigners may not own land in Thailand. There are some exceptions to this law, and Layan Estate was structured to conform with both the regulations and intent of existing legal parameters in the Kingdom. Foreigners may own assets (such as the Villas at Layan Estate) constructed on the land.
 
 
Corporate Ownership of Property
 
Thai corporate structures are very similar to those of British common law. Thai law allows for PLC's, LLC's, Limited Partnerships, Ordinary Partnerships, and various other types of corporate entities. Once these are formed, they are referred to, in Thai legal jargon, as Juristic persons (legal entities).

Juristic Persons in Thailand which are owned by a Thai majority are considered in terms of property ownership, to be a Thai person and therefore, may own property in Thailand. Note that equitable ownership, which Thai law addresses, does not necessarily equate to actual control of the Juristic Person. The most popular form of corporate land ownership is the Limited Liability Company (LLC).

 
 
Control of the Limited Liability Company
 
Thai Law allows the issuing of classified or two tiered stocks. Hence shares of the LLC may be issued as "Ordinary Shares" where the holder of one share is entitled to one vote, and Preferred Shares where a shareholder must have multiple shares in order to obtain one vote. The Thai majority shares may be issued as "Preferred" and the foreign minority shares as "Ordinary". This allows the foreign minority shareholders to hold a fewer number of shares, but in fact have control of the company by voting rights.

In the past, this end was achieved by using Thai "Nominees" (lawyers, accountants, and support staff) as holders of the majority of shares, and having them proxy their voting rights to the foreign minority shareholders, for an annual fee. Recent changes in Thai law interpretation have raised the penalties for "Nominees" who circumvent the law in this way.

 
 
Structure
 
The Land at our development is owned by Layan Estate Phuket Co., Ltd. which in turn is owned by Layan Estate Holdings Co., Ltd. ("LEHCL"). Our Thai Partner in the development holds the Preferred Shares in LEHCL and the Ordinary Shares are owned by Layan Estate Owners Limited ("OWNERS"). Each Purchaser at "Layan Estate" receives one equal pro rata share of the common stock of OWNERS.
 
 
Development/Marketing
 
PIV International Ltd. ("PIV") a Hong Kong based company with extensive international expertise has entered into Agreements to develop and sell the 18 Villas inclusive of an Option Purchase Agreement for 18 Prepaid 30 year (with two 30 year renewal options) Leases for the individual Lots of Land.
 
 
Ownership/Lease
 
At completion of the agreed payment amount, each Purchaser at Layan Estate will own a Villa plus an equal share in OWNERS and a Lease.
 
 
 
   
Layan Estate Phuket Co.,Ltd.
77 Moo 6, T.Cherngtalay, Thalang, Phuket 83110, THAILAND
Tel. 66-(0)76-316700 Fax. 66-(0)76-316702
E-mail : info@layanestate.com