Q1081. What legal protocols govern share purchase agreement translations?

Answered by the NYC Visa & Translation certified translation team

Share purchase agreements (SPAs) in Thai M&A follow a predictable translation pattern: the SPA is negotiated in English for cross-border deals, and the Thai layers are the share transfer instruments (executed in the DBD-prescribed form, in Thai), the updated shareholder register, and any regulatory approval filings. The translation protocol: the SPA itself is translated into Thai where required — for Thai court enforcement, for the Thai party's board approval, or for regulatory filings — with the English text usually governing; the share transfer instruments are Thai documents translated into English for the foreign party's file; and the disclosure schedules and warranties are translated in full because claims under the warranties are assessed on the disclosed information. Legal-protocol points that matter: the warranty and indemnity clauses are the operative risk allocation — the survival periods, caps, baskets, and claim procedures must be translated exactly; the conditions-precedent list drives the closing sequence, and each condition's evidence (approvals, consents) has its own document chain; and where the target holds licences (factory, BOI, sector licences), the change-of-shareholding notification requirements must be checked — some licences require prior approval. For listed-company transactions, the SEC and SET disclosure rules add prescribed Thai announcement formats. Timing: SPA translation 2–4 weeks for a full agreement with schedules. Caution: the DBD share-transfer form is a Thai legal document — its content must match the SPA's closing mechanics, so the English explanation for the foreign party should be checked against the Thai form by counsel. Confirm the filing set with the handling lawyers.