|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.