Share Purchase Agreement (SPA) & Shareholders Agreement

Legal Basis

CCC §1129 (share transfer), Securities Act B.E. 2535 (for PLCs), Foreign Business Act B.E. 2542 — covering conditions precedent, reps & warranties, indemnity, escrow, and tag-along/drag-along mechanics.

Who Needs This

Buyers, sellers, co-investors, family offices, and founders needing a founders' agreement.

Required Documents

• Signed term sheet / LOI
• DD report feeding the disclosure schedule
• Latest DBD affidavit and BorJor.5
• Locked-box or completion accounts
• CP list: BOI, BoT, Trade Competition Commission (if triggered)

Common Pitfalls

• Missing anti-sandbagging clause lets buyers claim indemnity for known issues
• Escrow too small — historical tax exposure exceeds recoverable amount
• SHA without a deadlock mechanic paralyses 50/50 companies

Typical Use-cases

• 100% SPA of an OEM factory worth THB 450M with 3-year earn-out
• 3-founder SaaS SHA with 4-year vesting and 1-year cliff
• Secondary sale of a 20% stake to a Series-B fund with pro-rata and 1x liquidation preference

FAQ

Do we file with DBD?

Private-company share transfers don't require immediate DBD filing; BorJor.5 is updated at the next AGM.

What does the MAC clause protect?

It lets the buyer walk away if a materially adverse event hits the target between signing and closing.

Who pays stamp duty?

Customarily the transferor, but the SPA can shift it to the buyer.

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