Share Transfers & Shareholder Records in Thailand

Separate transfer, new issue and director appointment

Selling existing shares generally concerns the seller and buyer; issuing new shares concerns the company’s capital. Appointing a director is a separate governance decision. Combining the three in a transaction does not eliminate their individual approvals, documents or accounting consequences.

Define the seller, buyer, shares, consideration, completion conditions and intended date. Review the articles and any contractual restrictions or consent rights before preparing the transfer. Where parties disagree about ownership or authority, obtain legal advice before changing the records.

Understand what BOJ5 does and does not prove

The DBD explanation of shareholder records states that the filed shareholder list, commonly called Bor Or Jor 5 or BOJ5, is not itself a share certificate or definitive proof of ownership. The company’s shareholder register and supporting records matter. Do not describe BOJ5 as the company affidavit or assume that filing a list creates an otherwise invalid transfer.

Maintain the register, share certificates, transfer documentation and relevant company decisions consistently. A due-diligence file should explain how the current ownership position arose, not merely attach the most recent list filed with DBD.

Prepare a transaction evidence file

• Current shareholder register, share certificates and the latest filed shareholder list.
• Company articles and relevant shareholder-agreement provisions.
• Seller and buyer identification and authority where a party is a legal entity.
• Proposed transfer instrument, consideration and completion conditions for legal review.
• Payment evidence and any financing or escrow arrangement where applicable.
• Tax and stamp-duty review, approvals and updated register/certificate records.

Confirm the shares being transferred and whether they are fully paid, pledged or subject to another restriction. The legal form, signatures and witnessing of the transfer should be reviewed under the applicable rules rather than inferred from a spreadsheet or an email agreement.

Review foreign-ownership and permission consequences

A transfer can change the company’s ownership classification or affect conditions attached to an operating permission, promotion certificate or contract. Review the actual business activity and ownership after completion. The Foreign Business Act is one relevant framework; sector-specific rules or approval conditions may also apply.

Do not use a nominal shareholder arrangement to disguise ownership. If the proposed transaction affects a BOI project, foreign-business permission or other regulated activity, establish the required approval or notification sequence before completion. The foreign-ownership guide explains the wider planning questions.

Keep shareholder tax and company accounting separate

The seller’s tax position, any stamp duty and the company’s accounting treatment are separate questions. The Revenue Department stamp-duty guidance concerns chargeable instruments and their specific rules. Obtain a transaction-specific review of the parties, consideration and execution details rather than assuming a standard amount applies to every document.

When existing shares are sold between shareholders, the company should not automatically record the purchase price as its own sales revenue or paid-up capital. If company funds are involved, document the legal and commercial basis separately. Reconcile shareholder loans and other balances that are included in, or excluded from, the transaction.

Update the records and related counterparties

After the legally effective transfer, complete the required company records and any applicable filings. Review the bank’s beneficial-owner and customer-information requirements, the auditor’s information needs and any contractual notifications. Keep evidence of the updates and a clear record of the effective date.

If the transaction also changes directors or capital, coordinate the separate director-change and capital-change processes. A single closing checklist can track the workstreams without confusing their legal effects.

Maintain the annual shareholder-list process

DBD’s guidance states that the annual shareholder list for a private limited company is submitted within 14 days after the ordinary general meeting. Keep the meeting record and register aligned with the list being submitted. This annual duty is not a substitute for properly documenting transfers when they occur.

Corporate registration, accounting entries, tax notifications and bank mandates are separate workstreams. Agree which adviser prepares each document, who approves it and which authority receives it. The final file should include the signed approvals, submission evidence, updated records and any outstanding follow-up. A proposed change should not be treated as completed simply because a form has been drafted.

Frequently asked questions