Joint Venture + Shareholders Agreement (SHA)
Illustrative record preparation, not evidence of our staff, client records or authority approval.
สัญญาร่วมทุน + Shareholders Agreement (SHA) · § Instrument
What to know before you act
An SHA sets shareholders’ arrangements, not powers overriding every law or article. Tailor reserved matters, information, funding and deadlock procedures to the shareholder group. Check whether tag, drag or repurchase mechanisms can operate lawfully, including who may buy the shares. Vesting terminology cannot replace Thai transfer formalities.
Timing and external dependencies: Timing depends on negotiations, corporate records and required approvals or registration. Formation and amendments to an existing company may follow different steps. Authority processing is not guaranteed.
Official fee: Check current DBD procedures and fees for relevant amendments. Review transfer tax or duty separately with RD. Company document-certification services are not government charges. Ask our team for a quotation.
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
Describe the problem: stalled funding, tied votes or an investor exit. Send the articles, existing SHA and ownership structure. The free initial enquiry is for scope and quotation, not free legal advice or analysis.
- Current articles, share register and corporate records
- Existing SHA or agreed term list
- Investor details and ownership before and after investment
Legal Basis
Align shareholder rights with Thai corporate law, articles and required resolutions. Choosing foreign governing law does not displace mandatory Thai company or share-transfer rules. Foreign participation requires checking actual business activities and genuine ownership. BOI is not a universal substitute for permission across restricted activities, nor is a percentage split sufficient.
📚 Official sources — check the current law and procedure before acting
Who Needs This
Existing shareholders, founders, incoming investors or family members defining funding, decision-making, transfers and exit rights in a company.
Required Documents
- Current articles, share register and corporate records
- Existing SHA or agreed term list
- Investor details and ownership before and after investment
- Funding plan, board authority and proposed reserved matters
- Transfer restrictions, licences and proposed exit mechanisms
Common Pitfalls
- SHA rights inconsistent with articles or resolutions
- No procedure for a partner failing to fund
- Repurchase mechanisms without corporate-law checks
- Assuming every deadlock necessarily dissolves the company
Document-review situations (not client histories)
- Founders defining reserved decisions for a new investor
- Family shareholders agreeing information and transfer rights
- Equal-vote partners setting negotiation and exit procedures
FAQ
- Can an SHA replace the company articles?
- No. Check both against corporate law. An SHA cannot dispense with mandatory resolutions or registration.
- Can foreigners hold a majority in every business?
- No. Check the foreign-person definition, restricted activities, sector laws and actual permissions. Neither BOI nor a share percentage is a universal answer.
- Can the company automatically repurchase shares for vesting?
- Do not assume so. Check own-share restrictions and transfer formalities, identify a legally permitted buyer and use a workable mechanism.
- Must deadlock end in dissolution?
- Not always. Negotiation, escalation or lawful exit mechanisms may be agreed. Dissolution requires checking its grounds and procedure rather than assuming tied votes automatically trigger it.
Other Legal Services
Ask our team for a quotation
Request a quotation on LINEKnowledge 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 — legal services
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
Related services
Most document work runs across several steps — jump straight to the next one you need.
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.