How to Transfer Shares and Change Shareholders in a Thai Company

In short

In a Thai private limited company (บริษัทจำกัด), transferring a name-certificate share requires a written instrument of share transfer, signed by the transferor and the transferee and certified by at least one witness; otherwise it is void. The transfer also becomes effective against the company and third persons only once it is entered in the company's register of shareholders, after which the company updates its shareholder list with the Department of Business Development (DBD) (บอจ.5). Section 1129

The sections below cite the Companies chapter of Thailand's Civil and Commercial Code; the external registration procedure additionally cites the Commercial Registration Act B.E. 2499. The shares of a private limited company fall into two types, name-certificate (registered) shares and bearer shares, which differ in how they are transferred and in what makes a transfer effective, so the distinction must be kept in mind.

1. How to lawfully transfer name-certificate shares

Transferring a name-certificate share (a share entered in a name certificate) is subject to strict formalities: the transfer must be made in writing, signed by both the transferor and the transferee, with the signatures certified by at least one witness; a transfer that does not meet this form is void. Section 1129 In practice this means signing an 'instrument of share transfer' (Thai: ตราสารการโอนหุ้น) that states the transferor, the transferee, and the share numbers and quantity.

The instrument itself may attract stamp duty; the exact rate and manner of payment follow the official rules (our firm can help confirm this).

2. When it takes effect: not effective against the company or third persons until registered

Even after the instrument of transfer has been signed, the transfer becomes effective against the company and third persons only once the fact of the transfer and the transferee's name and address are entered in the company's register of shareholders. Section 1129 In other words, until the register is updated the company may still treat the original shareholder as the shareholder, and the transferee's rights cannot be asserted against third persons. So 'signing the transfer instrument' and 'completing the transfer' are two different things — entry in the register must be completed.

3. When the articles may restrict transfer and the company may decline registration

A company's articles may impose additional restrictions on the transfer of name-certificate shares (for example a right of first refusal or a requirement of approval). Section 1129 In addition, where a call is due and unpaid on the shares (call due), the company may decline to register the transfer of those shares. Section 1130

Background: in a Thai private limited company the par value of each share may not be less than 5 baht, Section 1117 and the first payment on the shares may not be less than 25% of the par value. Section 1105 There may therefore be 'partly paid' shares, and the rule allowing registration to be declined deserves extra attention when such shares are transferred.

4. Updating the company's register of shareholders

Every limited company must keep a register of shareholders stating each shareholder's name, address, occupation (if any), the shares held (distinguished by number) and the amount paid, together with the dates on which each person became, and ceased to be, a shareholder. Section 1138 The register must be kept at the company's registered office and be open to inspection by shareholders free of charge during business hours, for not less than 2 hours a day. Section 1139 After a transfer, the transferee should be entered in the register promptly and the original shareholder's record updated.

5. Updating the shareholder list with the DBD (บอจ.5)

The directors have a duty, at least once a year and not later than the fourteenth day after the ordinary meeting, to send the Registrar a list of all shareholders containing the same particulars as the register of shareholders described above; in practice this list is the บอจ.5. Section 1139

If registered particulars such as shareholders or shares change, the change must also, under Section 13 of the Commercial Registration Act, be registered with the relevant Commercial Registration Office within 30 days of the change; and the registered particulars already include the company's share capital, the number and par value of shares, and each person's shareholding. Section 12 of the Commercial Registration Act If directors are changed at the same time, the change of directors must also be registered with the DBD (a company is managed by its directors under the control of the general meeting, Section 1144). The specific forms, time limits and supporting documents follow the DBD's official rules (our firm can assist).

Sign the transfer instrumentSection 1129

A written instrument of share transfer, signed by the transferor and the transferee and certified by at least one witness; otherwise void.

Update the register of shareholdersSections 1138 and 1139

Enter the transferee in the company's register of shareholders; only after entry is the transfer effective against the company and third persons.

Update with the DBDSection 1139 / Commercial Registration Act Section 13

File the annual list of shareholders (บอจ.5); register any change of registered particulars within 30 days.

6. How bearer shares are transferred

A certificate to bearer may be issued only where authorized by the company's articles and only for shares that are fully paid up. Section 1134 Such shares are transferred by the mere delivery of the certificate, with no written instrument or entry in the register required. Section 1135 In practice Thai private limited companies mostly use name-certificate shares, and bearer shares are uncommon.

7. Transfers arising from inheritance or bankruptcy

Where, by an event such as a shareholder's death or bankruptcy, another person becomes entitled to the share, the company must register that person as a shareholder on surrender of the share certificate (where possible) and on proper evidence being produced. Section 1132 Such a transfer differs from a voluntary sale and is registered on the basis of inheritance documents or court/bankruptcy proceedings documents.

⚠️ Minimum headcount still applies after a transfer

Under current law a Thai private limited company must have at least 2 shareholders (as amended 2023, Section 1097) and at least 1 director (Section 1144). A transfer therefore cannot reduce the number of shareholders to one; if an original shareholder wishes to exit all of their shares, at least two holders must be arranged at the same time. As for other specific thresholds, fees and time limits, anything not expressly set out in the law follows the official rules (our firm can help confirm this).

FAQ

What documents make a share transfer valid in a Thai company?

A name-certificate share transfer must be made in writing, signed by both the transferor and the transferee, with the signatures certified by at least one witness; a transfer that does not meet this form is void (Section 1129). The instrument should state the share numbers and quantity.

When does a share transfer become effective against the company and third parties?

Only once the fact of the transfer and the transferee's name and address are entered in the company's register of shareholders does the transfer become effective against the company and third persons (Section 1129). Merely signing the transfer instrument, without entry in the register, cannot be asserted against the company and third persons.

After the transfer, what still needs to be done with the DBD?

You must update the company's register of shareholders (Sections 1138 and 1139); the directors must, at least once a year and not later than the fourteenth day after the ordinary meeting, send the Registrar a list of all shareholders, namely the บอจ.5 (Section 1139); and any change of registered particulars must also be registered under Section 13 of the Commercial Registration Act within 30 days.

Can I transfer all shares to one person, leaving the company with a single shareholder?

No. Under current law a private limited company must have at least 2 shareholders (as amended 2023, Section 1097) and at least 1 director (Section 1144), so a transfer cannot reduce the number of shareholders to one.