Hughesk Krupica

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Corporate

Off-the-Shelf ‘Standard’ v. Bespoke Meaningful Structured Entities

Sometimes, after you have sought advice on which type of entity is suitable, all you want is a new Thai entity, a small minimum share capital, and you have the skills and on the ground contacts to assist you from thereon in. We can compete on price with such requirements but will ensure you are delivered an understandable Thai and English set of documents.

More often than not, your business is likely to involve more complex relationships between you as foreign or Thai investor, with your counterpart Thai or foreign investor. You may be planning a large investment comprising several layers of foreign and Thai interests, with finance from private equity and/or banks. It may be that your phase 1 investment will be very different to your subsequent phases. In these types of circumstance, you will need:

  1. Tailored Articles of Association
  2. A non-boilerplate Joint Venture Agreement and/or Shareholders Agreement dealing with Exit Strategy
  3. Accompanying corporate documents which ‘fit’ the transaction
  4. Loan Agreements
  5. Umbrella Agreement(s) tying your transaction/investment together

We will provide the correct mix and depth of corporate documentation to suit the planned investment transactions you will make. We will add value to this process by, at your instruction, being involved in the negotiations.

Proper Corporate Governance

In Thailand, the Civil and Commercial Code generally governs the administration of legal entities. Many foreign investors may feel that due to the lack of historical compliance of what may be a family run business or a ‘closed shop’ corporate business of the same large group of ultimate shareholdings with procedural corporate laws, that their exposure is high to poor governance, and in worst case scenarios – fraud and deception.

Hughes Krupica will advise on the correct holding of Annual General Meetings; Extraordinary General Meetings including the proper notice periods for convening meetings and the proper formalities for informing all shareholders of meetings. Further, we will ensure, if you engage us for ongoing corporate secretarial assistance, that proper procedures are in place to avoid the common mistakes made by directors not paying attention to corporate governance – such as misfiled shareholder lists and illegal transfer of shares without regard to procedures or governing contracts including pre-emption procedures.

Preparing for an Acquisition

We handle a good number of corporate or asset acquisitions and sales, mostly in the sectors of our areas of expertise. Conducting due diligence for a buyer is just as important as preparing to sell for a seller. If either party has inadequate counsel or is inadequately prepared, then the contemplated and perhaps already agreed commercial transaction can be put under huge pressure, and potentially fail.

Buying a business can be either through share sale or asset sale, and we assist with advising on the pros and cons of each from a legal perspective which will fit into the big legal-tax-accounting-commercial picture.

Aside from the due diligence and contract negotiation, the closing stages of a transaction can also be sensitive, with last minute changes, disclosures of material information, and commonly – a discussion on the purchase price or scope of the deal. A steady even handed approach is required from advisers to ensure that the parties’ wishes and objectives are not overtaken by negotiation prowess and ego of advisers.

 

Why Hughes Krupica Corporate

Hughes Krupica handles small to large private transactions tailoring it’s depth of due diligence and transactional involvement according to client objectives and a practical scope of works.

Hughes Krupica will take the driving seat in a transaction and if necessary carry the weaker links forward to get the deal done.

We understand what needs to be checked by a buyer, and therefore how seller’s need to exercise caution in relation to disclosures and the contract.

We will work well with other advisers from different disciplines – tax; accounting; brokers and agents but will remain independent and impartial.

 

We Drive the Deal Through - Small and Large Private Transactions
We Drive the Deal Through - Small and Large Private Transactions

We will work through the deal from start to finish – MOU to final annex of the sale and purchase agreement and completion, with professionalism and efficiency.

Solution Minded to Transactional Issues
Solution Minded to Transactional Issues

If due diligence reveals issues, will assist you determine whether to provide for a condition precedent or condition subsequent, reasonable penalties with teeth for non performance and manage post-completion obligations.

Fit the Deal Jigsaw Pieces Together
Fit the Deal Jigsaw Pieces Together

The Tax advisors spotted issues; the accountants revealed poor practices; the commercial inspection of the business revealed remedial works need to be carried out – this all needs to be encapsulated in the deal documents, but in a practical manner – this is what we deliver.

Fees According to Reality of Engagement
Fees According to Reality of Engagement

We don’t charge for printing a template agreements, but we do charge for the time spent on amending, negotiation agreements and for thorough due diligence or disclosure. We know you know what our competition has to offer. We will promise what we can, and charge only for what we deliver.

Corporate Testimonials

Warren Sample,

CEO, Tapp Commerce

“Adding Value to Corporate Structuring”

“Tapp Commerce has a unique useable method of bringing buyers and sellers together globally and to effect its strategy Tapp required a team of legal advisers that could assist not only with identifying the best method of structuring in Thailand, which Hughes Krupica did, but also guide us through step by step each part of the set-up and licensing process. Hughes Krupica assisted with the much promoted Board of Investment (BOI) incentives program including with explaining and documenting our overseas structure combined with applying for the correct licenses through the Bank of Thailand for our payment technology. When looking for a personalised service to assist a corporate investing into Thailand, we would always recommend Hughes Krupica”

Gary Murphy,

Chairman, Paysec

“Experienced and Highly Competent in Assisting Tech Companies in Thailand” “Great Board of Investment Know-How”

“Hughes Krupica clearly knew what they were doing when we approached them regarding our corporate structuring; potential BOI Incentives and regulatory compliance requirements. Their team assisted in a timely manner to ensure we were prepared for our application, that our team had the correct legal status – work permits and advised on the payment licensing requirements in Thailand which are not the easiest laws to navigate. We would recommend Hughes Krupica for their personal hands on service and attention to understanding the nature of their client’s business.”

Terry Blackburn,

Managing Director, Property Report & Asia Property Awards, PropertyGuru Group

“Able to handle all aspects of the private sale of a business professionally and in a timely manner – asset or share sale, from start to finish”

“Worked well with third party advisers on tax and accounting issues”

“To sell a business requires a relationship of trust and understanding with your advisors. A transaction relating to a business that you have invested years of your life into developing must be taken seriously and with the right level of commitment to getting the job done. This is what Hughes Krupica delivered and in addition they were able to maintain a relationship post completion to represent the buyer with its new operations in Thailand.

I would recommend any business owner assessing which law firm to assist to use Hughes Krupica for their transaction with confidence.”

Bernd Maeser

Managing Director, Robinson Club GmbH

“Using Corporate Structuring to Safely Deliver our JV Objectives”

“Anticipating the Complex Steps involved in Completion and Preparing the Corporate Matters in Advance”

“Our investment was contingent on many matters coming together in time for completion day – the redemption of land owned by the lender which needed to be transferred back into the JV; the restructuring of the finance; the recapitalisation of the company to ensure proper reflection of the sums injected into the JV; the documenting of loan agreements; several steps to change the shareholdings; changes to the articles of association and decision making aspects of the JV, not to mention all of the conditions precedent.

Hughes Krupica organised all of this in a disciplined, thorough and precise manner. We felt they were in control of the transaction at all times. This is the type of service companies such as ours demand from our service providers, and this is what we received.”

Our Corporate Fees Policy

  • Capped Fees available for certain contract work within corporate structure
  • Competitive on formulaic corporate processes – share capital increases; share transfers
  • Accurate Assessments of Time for Large Transactions
  • We work closely with you on scope to avoid unnecessary scope creep

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Corporate Miniguides

Our Partners and Attorneys have prepared some helpful guides on corporate law matters in Thailand which will assist you with some distinct topics you wish to learn more about, without paying for the privilege and without navigating information and misinformation on the internet. For further information and for actual advice we remain available to be engaged.

Corporate Articles

Desmond Hughes has just written and had published an article entitled “Business an ...
Feb 20, 2013 Continue >
Window on Phuket, an Image Asia publication, recently published as part of its month ...
Mar 12, 2014 Continue >
Khun Kochakorn Suwannachuen and Desmond Hughes addressed the new opportunities relat ...
Feb 11, 2016 Continue >

Who we work with

  • Robinson Club GmbH
  • Property Guru
  • Pay Sec
  • Tapp
Thailand Lawyers - Bangkok & Phuket Hughes Krupica

BANGKOK OFFICE
Hughes Krupica Consulting
(Bangkok) Co. Ltd
179 Bangkok City Tower
Fifth Floor South Sathorn Rd
Sathorn Bangkok 10120 Thailand

Thailand Lawyers - Bangkok & Phuket Hughes Krupica

PHUKET OFFICE
Hughes Krupica Consulting Co. Ltd
23/123-5 Moo 2 Kohkaew Plaza
The Phuket Boat Lagoon
T. Kohkaew Amphoe Muang
Phuket 83000 Thailand

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