Cap Table Restructuring & Clean-up
Cap Table Restructuring & Clean-up · § Advisory
What to know before you act
A messy cap table — departed co-founders still holding shares, nominee holders, partly paid shares or a BOJ.5 that does not match reality — scares investors. We trace every share transfer, rebuild an accurate table, unwind nominee arrangements lawfully, handle buy-backs or transfers and unpaid calls, and register changes so official records match, working with our accountants on the tax cost of each step.
Timing and external dependencies: Depends on shareholder count and each party's cooperation.
Official fee: Share transfer stamp duty and DBD fees — confirm with the Revenue Department and DBD.
Timing is not a promise of an outcome or hearing date. Check the notice, limitation period and current authority rules for your matter.
What to send for the first review
Send every relevant page, a dated sequence of events, any hearing or filing deadline, and the outcome you need. This lets counsel identify urgent steps, missing evidence and a precise scope of work.
- Full cap-table history
- All SHAs, SAFEs, notes, ESOP grants
- Latest audited financials
Legal Basis
CCC §1119, §1136, §1220 on share transfers and capital reduction · Registration Fees Act 2547 · Revenue Notification 542 on personal CGT.
📚 Official sources — check the current law and procedure before acting
- กรมพัฒนาธุรกิจการค้า — จดทะเบียนนิติบุคคล / ธุรกิจคนต่างด้าว— Department of Business Development
- สำนักงานคณะกรรมการกฤษฎีกา — ตัวบทกฎหมายฉบับทางการ— Office of the Council of State
Who Needs This
Startups with multiple founders + rounds · Companies cleaning pre-money before Series A/B · Founders re-splitting after co-founder departure.
Required Documents
- Full cap-table history
- All SHAs, SAFEs, notes, ESOP grants
- Latest audited financials
- Share transfer instruments
- Board + shareholders' resolutions
Common Pitfalls
- Transferring shares without an instrument or stamp duty
- Leaving nominees in place, which may breach the Foreign Business Act
- Ignoring income tax on below-value transfers
Typical Use-cases
- 4-founder startup with 1 leaver — buyback + redistribute
- Company with 8 SAFEs + 3 notes converting pre-Series A
- Family business splitting holding + operating for tax efficiency
FAQ
- A departed co-founder refuses to return shares — what now?
- It depends on the shareholders' agreement; without vesting, a buy-back must be negotiated.
- Can the company buy back its own shares?
- Limited companies generally cannot hold their own shares, so transfers to others or capital reduction are used.
- BOJ.5 conflicts with the register — which is right?
- The share register is key evidence; correct both to match.
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The information on this page follows the official sources below. Always check the latest version before you file.
- Office of the Judiciary— Office of the Judiciary
- Ministry of Justice— Ministry of Justice
- Lawyers Council of Thailand — Notarial Services Attorneys— Lawyers Council of Thailand
- Office of the Council of State — Thai law database— Office of the Council of State
- Royal Thai Government Gazette— Royal Thai Government Gazette
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Frequently asked questions
- Can a foreigner own 100% of a Thai company?
- Full foreign ownership is possible for some activities, but there is no blanket permission. Check the Foreign Business Act definition, actual activities, sector-specific restrictions and any required licence or certificate. BOI promotion and treaty rights apply only within their approved scope; they do not automatically confer land rights, visas or work permits. Do not use nominee shareholders. Verify the proposed structure with DBD.
- What is the minimum registered capital for a Thai company?
- Do not apply one capital figure to every incorporation, foreign-business licence, visa or work-permit application. Registered capital and paid-up capital are different, and the applicable requirements depend on actual activities, ownership, permit category and any BOI or treaty conditions. Capital is a company funding requirement, not our service fee. Confirm the relevant criteria with DBD, the Department of Employment and Immigration before choosing the structure. Ask our team for a quotation for the agreed work.
- How long does company registration take?
- Separate document preparation, name reservation, signatures and DBD review from VAT registration, Social Security and bank onboarding. Timing depends on the filing channel, complete documents and any requests for corrections or additional evidence; no completion date is guaranteed. Ask our team for a quotation and a planning estimate after the proposed structure and documents have been reviewed.
- What ongoing accounting obligations does a Thai company have?
- A Thai limited company keeps statutory books and prepares audited annual statements even without trading. Tax returns depend on its payments, VAT status, accounting period and taxpayer category: PND1, PND3 and PND53 are not universal monthly returns for every company, and PP30 applies to VAT-registered businesses, including nil-return months while registration remains active. Check PND50, PND51 and each filing deadline with RD; check annual statements and shareholder filings separately with DBD.