Buy or Sell Shares or Company Share Transfering in Thailand

When do you need a share transfer?

• Selling your business: you are selling all or part of your company to a new owner.
• Buying into a Thai company: you are acquiring shares in an existing business.
• A shareholder leaves: a partner exits and their shares go to another shareholder or a new investor.
• Restructuring: shares move between family members, group companies or a holding company.
• Replacing a shareholder: you want to change who holds the shares in the company.

What Thai law requires

• Written transfer instrument: under section 1129 of the Civil and Commercial Code, a share transfer must be made in writing, signed by both the seller and the buyer, with at least one witness certifying their signatures.
• Shareholder register: the transfer cannot be relied on against the company or third parties until the company records it, with the buyer’s name and address, in its shareholder register.
• Articles of Association: many companies’ articles limit share transfers, for example by requiring board approval. These rules must be followed.
• Unpaid shares: the company may refuse to register a transfer of shares on which a payment call is due, and the seller stays liable for any unpaid amount on partly paid shares.
• Closed register: the company may close its transfer register for up to 14 days before the annual general meeting.
• Foreign ownership: under the Foreign Business Act, a Thai company is generally treated as foreign if foreigners hold half or more of its capital. A transfer must not take the company outside the rules for the business it runs.

Stamp duty and tax

Tax depends on each seller’s situation, so we review it before the transfer is signed.

How the process works

1. Review the company and the deal: we check the Articles of Association, the shareholder register, unpaid shares and the foreign shareholding after the transfer.
2. Prepare the documents: we draft the share transfer instrument, the board resolution where required, and, if needed, a share purchase agreement covering the price and terms.
3. Sign and witness: the seller and buyer sign the transfer instrument with a witness.
4. Pay stamp duty and tax: we calculate the stamp duty and any withholding tax and make sure they are paid on time.
5. Update the company records: we record the transfer in the shareholder register and issue new or endorsed share certificates.
6. Update the DBD record: we file the updated shareholder list (Form Bor Or Jor 5) with the Department of Business Development (DBD), so the public record shows the new shareholder.

Documents we need

• Current company affidavit and shareholder register
• The company’s Articles of Association
• ID cards or passports of the seller, the buyer and the witness
• For corporate shareholders: company affidavit and authorised signatory documents
• Number of shares to be transferred and the agreed price
• Original share certificates, if issued

Frequently asked questions

Does a share transfer need to be registered with the DBD? The transfer itself is completed by the signed instrument and the entry in the company’s shareholder register. The shareholder list filed with the DBD is then updated so the public record shows the new owner.

Who pays the stamp duty? If the instrument is signed in Thailand, the seller pays unless the parties agree otherwise. The rate is 0.1% of the paid-up value or the price, whichever is higher.

Can a foreigner buy shares in a Thai company? Yes, but the company must stay within the Foreign Business Act. If foreigners would hold half or more of the capital, the business may need a Foreign Business License or BOI promotion.

Do the company’s licences and contracts stay the same? Yes. Only the shareholders change. The company keeps its registration number, tax ID, licences and contracts.

Is a share purchase agreement required? Not by law, but it is strongly recommended for any sale. It sets out the price, payment terms and warranties, while the transfer instrument completes the legal transfer.