For the transfer of shares to be valid, a share transfer instrument must be created. The share transfer instrument must be made in writing and signed by both the transferor and transferee.
The company must keep an up-to-date register of shareholders at its registered office. A shareholder register contains the list of share certificates and shareholders, and the details of all share transfers
Articles of Association determine how a company will operate and undertake specific procedures, such as how and the process to transfer company shares.
Why work with VB and Partners?
Embarking on a business venture, especially in a foreign land, can appear overwhelming. At VB & Partners, we understand this challenge and our experts are ready to assist with your needs. Our comprehensive range of services covers every step, from initial business feasibility assessments to complete incorporation and the start of your business operations.
Navigating local laws and regulations is a paramount concern for foreign enterprises. Our tailored solutions alleviate this complexity, ensuring unwavering adherence to legal mandates. Backed by a team well-versed in the intricacies of the Thai market and regulations, ensuring the smooth operation of your business.
VB & Partners takes pride in its assembly of seasoned experts. Ranging from Incorporation, Accounting & Secretary Services to Immigration and Real Estate, VB & Partners stands as your premier destination for all your legal and accounting needs.
Why work with VB and Partners?
- Prepare the Share Transfer Instrument: Our experts will prepare all details of the share transfer instrument in a timely manner, ready for execution.
- Signing the Share Transfer Instrument: Our team of experts will coordinate with the relevant parties to arrange the time and location for signing the Share Transfer Instrument.
- Registering the share transfer with the Ministry of Commerce: Our expert will submit the share transfer to the Department of Business Development.
- Updating the Shareholder Register and issuing the Share Certificates: Our team of experts will update the shareholder register to reflect the share transfer, including the information for the new shareholder and the transfer details. Our team will also prepare and issue the required share certificates.
- Answering any questions about the process for transferring the shares.
What you must know before applying
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Up to an hour consultation on the process of setting up a company in Thailand.
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Frequently Asked Question
For the transfer of shares to be valid, a share transfer instrument must be created. The share transfer instrument must be made in writing and signed by both the transferor and transferee. There must also be one witness present to sign the instrument. The share transfer agreement must contain the names of the transferor, transferee and the number of shares being transferred
Typically, a share purchase agreement in Thailand includes the following provisions:
- Identifying the parties
The agreement should identify the transferred shares’ buyer and seller.
- Description of the shares
The agreement should describe the shares on transfer. It should also include the number of shares, the type, and any relevant rights attached to those shares.
The agreement should specify the purchase price or other considerations for the shares.
- Payment terms
The agreement should detail the timing and method of payment for the shares.
- Representations and Warranties
The agreement should include the buyer’s and seller’s representations and warranties. These can be regarding their ownership of the shares and other relevant matters.
6. Conditions precedent
The agreement should specify all necessary conditions before the transfer, such as regulatory approvals.
The agreement should include provisions for indemnification in case of breach by either party.
- Governing law and jurisdiction
The agreement should specify the governing law and jurisdiction to address any disputes from the agreement.
Both parties and any relevant witnesses or representatives should sign the agreement.
A Share Purchase Agreement in Thailand is a legal document outlining the terms and conditions of a share acquisition transaction, ensuring that both parties know their rights and responsibilities.
The SPA must comply with Thailand’s relevant laws and regulations and contain essential provisions, such as a detailed description of the shares, the purchase price, and the payment terms. Additionally, the SPA may include provisions related to warranties and representations, indemnity, restrictive covenants, and dispute resolution, all of which aim to safeguard the interests of both parties and ensure a smooth transaction free from legal complications.
It is important to note that a SPA is a legally binding agreement, and any breach of its terms can result in legal consequences
A Shareholder Register (book): The Company must keep an up-to-date register of shareholders at its registered office. A shareholder book contains the list of share certificates and shareholders, as well as the details of all share transfers. A shareholders list, based on this register, must be sent to the company register at the Department of Business Development once a year.
To register the change, one of the company’s Directors submits the share transfer to the Department of Business Development; this can be done online. Once this has been done, the company can obtain the updated list of shareholders and update the shareholder register accordingly.