Family Business Succession & Governance Framework (Gen-1 → Gen-2/3)
Family Business Succession + Governance (Gen-1 → Gen-2/3) · § Advisory
What to know before you act
Most Thai family businesses stumble in the second or third generation because nothing is written down about shareholding, how heirs join the company, and who decides once the founder is gone. We build a three-layer structure: a family charter (not legally binding but setting values and decision forums), a legally enforceable shareholders agreement, and a holding company to consolidate each branch's shares. We add transfer restrictions, rights of first refusal, valuation mechanics and exit routes for heirs who want to cash out. This should be drafted alongside the will so the two documents do not contradict each other.
Timing and external dependencies: Usually several weeks to a few months, since multiple family meetings are needed before wording is settled.
Official fee: Registration fees for the holding company and article amendments — confirm current rates with the Department of Business Development.
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.
- Family tree + shareholder chart (3 generations)
- 10-year financials + valuation < 12 months
- Existing SHA + AoA + prior wills
Legal Basis
Thai CCC §1023 · Public Company Act 2535 · SEC CG Code 2560 · Family Business Constitution (soft law) · IFC Family Business Governance Handbook · German Beirat, Italian Consiglio di Famiglia.
📚 Official sources — check the current law and procedure before acting
- กรมพัฒนาธุรกิจการค้า — จดทะเบียนนิติบุคคล / ธุรกิจคนต่างด้าว— Department of Business Development
- กรมการปกครอง — ทะเบียนครอบครัว— Department of Provincial Administration
- สำนักงานคณะกรรมการกฤษฎีกา — ตัวบทกฎหมายฉบับทางการ— Office of the Council of State
Who Needs This
Family SMEs / mid-caps pre-IPO · Gen-1 aged ≥ 55 without plan · Gen-2 ready to succeed · families with conflict risk.
Required Documents
- Family tree + shareholder chart (3 generations)
- 10-year financials + valuation < 12 months
- Existing SHA + AoA + prior wills
- Gen-2 CVs + reviews + external assessments
- Family Constitution draft + Council Charter
- IPS + Buy-Sell triggers + insurance funding.
Common Pitfalls
- A polished family charter with no shareholders agreement behind it, so nothing is enforceable
- No pre-agreed valuation method, triggering fights when someone exits
- Company articles never amended to match the shareholders agreement
- Transferring shares to heirs without checking gift-tax exposure
Typical Use-cases
- Auto-parts family · Constitution + 5-member board (3 external) · Year-3 IPO (มีค่าเร่งด่วน สอบถาม).
- Gen-2 conflict · mediation + revised SHA · buy-out the statutory threshold.
- Retail family · Advisory + Council · revenue (มีค่าเร่งด่วน สอบถาม) in 2 years.
- Family bank · Gen-1 → Gen-2 CEO + Gen-3 CFO · smooth transition.
FAQ
- Is a family charter enforceable in court?
- Usually not — it is a values document. Anything you need enforced belongs in the shareholders agreement or company articles.
- Should heirs who do not work in the business hold shares?
- They can, but separate dividend rights from management rights so decisions are not blocked.
- Can families with foreign-national members use this?
- Yes, but check foreign shareholding limits under the Foreign Business Act and any sector-specific rules.
Other Legal Services
Request a quote — Call 083-2494999 · LINE @NYC168 · contact@nyclegal.co.th
Knowledge bases behind every service
3,057 answered questions written by our lawyers and translators, grouped by service. Free to read, no sign-up.
- Master Service Hub — every service we file
The cross-service index: certified translation, interpreting, visa/work permit/BOI, tax-legal-estate, cross-border M&A, aviation & maritime, and holding-company structuring.
649 answered questions
- Certified translation — every language
Certified translation across civil, academic, corporate, contractual, financial, medical, technical and IP documents — with the Notary → MFA → embassy legalization chain handled end to end.
500 answered questions
- Thai MFA consular legalization
Thai MFA legalization workflow: fees, turnaround, inbound foreign documents, and how the chain connects to destination-country apostille requirements.
500 answered questions
Official sources — marriage & family registration
The information on this page follows the official sources below. Always check the latest version before you file.
- Department of Provincial Administration — civil & family registration— Department of Provincial Administration
- Department of Consular Affairs — document legalisation— Ministry of Foreign Affairs
- Office of the Council of State — Thai law database— Office of the Council of State
- Office of the Judiciary— Office of the Judiciary
- HCCH — Apostille Convention (5 October 1961) full text & status table— Hague Conference on Private International Law
Related services
Most document work runs across several steps — jump straight to the next one you need.
- Marriage registration
- Certified translation
- Consular legalization
- Notary Public
- Thailand visa
- Knowledge index
Contact us by phone, LINE or email for a free initial enquiry and a quote after document review. Timing depends on the work and relevant authorities.
General information before proceeding: Confirm current requirements with the receiving authority before using your documents. This page is not a legal opinion for your individual case — meet the team · editorial policy
Not sure which service you need? Read the guides
Each guide answers first, then explains: decision criteria, comparison tables, the real process and the mistakes we see most often.
- Choosing a certified translation provider
How to pick a translator accepted by consular, embassy and receiving bodies
- Services for expats living in Thailand
Signature certification, residence, marriage and everyday paperwork
- Notary Public and consular legalization
The correct order of steps before sending documents abroad
- Choosing the right visa and work permit
Compare visa categories and the documents each one needs translated
- Translation by language
English, Chinese, Japanese, European, Arabic, Russian and embassy rules
- Specialized translation
Contracts, financial statements, MSDS, ISO and BOI filings
Talk to us first: 083-2494999 · LINE @NYC168 · contact@nyclegal.co.th
Frequently asked questions
- Can a foreigner own 100% of a Thai company?
- Generally no for activities listed in the Foreign Business Act, where majority foreign ownership requires a Foreign Business Licence, a BOI promotion, or treaty rights such as the US–Thailand Treaty of Amity. Manufacturing and certain export activities are largely open, and BOI-promoted activities can permit full foreign ownership together with land-holding and visa privileges, so the right structure depends on the specific activity.
- What is the minimum registered capital for a Thai company?
- There is no general statutory minimum for a Thai-majority company, but practical thresholds apply: a fee quoted after review million of paid-up registered capital per foreign work permit, or a fee quoted after review million if the foreigner is married to a Thai national, and a fee quoted after review million per foreign shareholder for a Foreign Business Licence. Capital should therefore be planned around the visa and work-permit outcome you need, not the incorporation minimum.
- How long does company registration take?
- Registration at the Department of Business Development can be completed within one to three working days once the name reservation, shareholder documents and company objectives are ready, and the VAT registration and social security registration follow afterwards. The realistic end-to-end timeline including bank account opening is two to six weeks, with the bank account usually being the slowest step for foreign directors.
- What ongoing accounting obligations does a Thai company have?
- Every Thai company must keep statutory accounts, file monthly withholding tax (PND 1, 3, 53) and VAT (PP 30) returns by the middle of the following month, file the half-year corporate income tax return (PND 51) and the annual return (PND 50), and have its financial statements audited by a Thai CPA and filed with the DBD each year. Dormant companies are not exempt — nil returns and an audited statement are still required.