Share Purchase Agreement (SPA) & Shareholders Agreement
Illustrative record preparation, not evidence of our staff, client records or authority approval.
ร่างสัญญาซื้อขายหุ้น (SPA) และ Shareholders Agreement · § Instrument
What to know before you act
A share deal changes shareholders; it does not automatically make company debts the buyer’s personal debts. The same company retains its assets and liabilities, while the buyer bears economic exposure to existing problems. Link diligence to warranties, disclosures, conditions and indemnities. Do not assume every licence remains usable without checking change-of-control requirements.
Timing and external dependencies: Separate signing from closing. Timing depends on diligence, negotiations, consents and applicable approvals; there is no universal number of weeks for completion.
Official fee: Check share-transfer stamp duty, seller tax and applicable filing fees with RD/DBD for the parties and transaction before transfer. Company service fees are separate: 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
Identify the target, stake, buyer and seller, completed diligence and intended signing or transfer date. Send the draft and unresolved terms. The free initial enquiry is for scope and quotation, not free legal advice or analysis.
- Target registration, articles and share register
- SPA draft, transfer instrument and signatory details
- Diligence findings and warranty disclosures
Legal Basis
For a Thai private limited company, check Civil and Commercial Code section 1129, the transfer instrument, signatures, witness requirements, share register and articles. Public companies or regulated securities require their own rules. Foreign acquisitions require checking post-transfer status and business activities, together with licence conditions or change-of-control notifications.
📚 Official sources — check the current law and procedure before acting
Who Needs This
Buyers, sellers and investors acquiring existing shares rather than individual assets, including parties turning due-diligence findings into closing protections.
Required Documents
- Target registration, articles and share register
- SPA draft, transfer instrument and signatory details
- Diligence findings and warranty disclosures
- Financial records and relevant debts or proceedings
- Licences, key contracts and change-of-control terms
Common Pitfalls
- Assuming a share sale clears existing company liabilities
- Relying only on BorJor.5 without register and transfer checks
- Warranties without disclosures, claim periods or recovery arrangements
- Full payment before approvals and transfer documents are ready
Document-review situations (not client histories)
- An investor acquiring founder shares after checking existing debt
- A seller disclosing pending litigation against warranties
- An overseas buyer checking licences after ownership changes
FAQ
- Do company debts become the buyer’s personal debts?
- Not automatically. The same legal entity remains liable. The buyer has economic exposure and must separately check personal guarantees or additional undertakings.
- Is changing BorJor.5 enough to complete a transfer?
- Do not assume so. Check the transfer instrument, signatures, witness, articles and share register under the law. BorJor.5 does not replace all transfer steps.
- Can every existing licence continue unchanged?
- Check each licence. Ownership, control, notification or consent conditions may apply; a share sale does not waive them.
- Are SPA and SHA the same agreement?
- An SPA governs the sale and closing. An SHA governs shareholders’ rights and duties after investment. Both may be needed and should be aligned.
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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
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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.