In Case You Want to Change the Shareholder of Your Thai Company, You Must Know These!
a) The procedure is covered under the Thai Civil and Commercial Code Part II.
b) The shares (not divisible) in the company must be valued at not lesser than five Baht per share.
c) The company’s directors should notify all the shareholders by giving them a registered letter with twenty-one days’ notice to pay up the shares. If they do not do so, then as a director you have the right to send them another notice for the clearance alongside the interest due. The time given should be reasonable. And if the shares are fortified they should be sold at the public auction in accordance with Section 1125.
Transfer of Shares of the Private Limited Company
Generally, the shares are entered by a limited company in name certificates, whereas bearer certificates can be issued only if it is laid down in the company’s regulations. Make sure that the certificate has the shareholder’s name and/or a statement clarifying that the bearer owns the certificate.
The number of certificates that are issued to the bearer along with the respective numbers of shares entered in every certificate must be included in the Register of Shareholders of the company. In fact, all the conversions of the certified must be in the register. As for the shares of a limited company, they may be changed or transferred without even taking the consent of the company. But, in regards to shares that are entered in a name certificate, such type of rule is subjected to limitations.
However, those shares that are entered in a name certificate cannot be transferred unless made in writing. Also, they need to be signed by the transferee as well as the transferor, whose signature will need to be certified at least by one witness. The number of shares that is to be transferred should be penned down in the contract.
And when it comes to transferring against third persons and the company, it is valid only after the reason for transfer and the personal details of the transferee have been laid in the Register of Shareholders. In order to guarantee an ordinary general meeting, the book of transfer may be closed fourteen days, past the assembly.
Transfer of Shares of the Public Limited Company
For transferring shares of a Public Limited Company, there is no requirement of taking approval from the company. Having said that, the company is actually allowed to qualify or specify any limitation. Any sort of restriction is admissible if they are for preserving the interest and rights of the company.
The transfer is valid upon endorsement of the transferor of the share certificate. However, having a statement of the conditional agreement on the transfer of shares between the plaintiff and the defendant doesn’t comply with the share transfer form according to Section 1129. Paragraph 2 of the Section states that the transfer must be in writing and duly signed by both the transferor and the transferee whose signatures will be certified by at least one witness.
To Change shareholder of your Thai company, you will need legal support. By reading through this, you must have understood this point. Therefore, email us your decision at [email protected] to get the best support in Thailand.
