Changing a company shareholder

In Thailand involves several steps and legal requirements. The process depends on whether the company is limited (private or public), a partnership, or another type of entity. Below is a general guide for transferring shares in a private limited company (the most common business structure for foreign investors):

1. Check the Company’s Articles of Association (AoA)

âť‘ The AoA may impose restrictions on share transfers (e.g., requiring board or shareholder approval).

âť‘ If there are pre-emption rights, existing shareholders may have the first option to buy the shares.
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2. Prepare Required Documents

The key documents needed include:

  • Share Transfer Agreement (signed by both transferor and transferee).
  • Updated Shareholder List (Form Bor.Or.J5).
  • Minutes of the Board Meeting (approving the share transfer, if required).
  • Updated Affidavit of the Company (if the director changes due to the transfer).
  • Evidence of Payment (e.g., bank transfer receipt for stamp duty purposes).

3. Pay Stamp Duty

  • Stamp duty is 0.1% of the higher between the actual sale price or the par value of the shares.
  • Must be paid within 30 days of signing the share transfer agreement (late payment incurs penalties).

4. Update Company Registration at the DBD

File Form Bor.Or.J. 5 (updated shareholder list) within 14 days of the transfer.

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If the transfer results in a change of directors, file Form Bor.Jor. 6 (updated director list).

5. Update Tax Records

Notify the Revenue Department if the share transfer affects tax obligations (e.g., withholding tax if the seller is a foreign entity).

The transferee (new shareholder) should be registered for tax purposes if they receive dividends.

6. Notify the Bank (if applicable)

If the company has a bank account, the bank may require updated shareholder/director information.

Additional Considerations

Foreign Shareholders

If the transferee is foreign, ensure compliance with the Foreign Business Act (some industries restrict foreign ownership).

Public Companies

Additional regulations apply for transfers in public limited companies.

Due Diligence

Buyers should verify company debts, liabilities, and legal status before acquiring shares.