Share Purchase Agreement

When you want to sell your shares, Thai law specifically requires you to draft a share purchase agreement. This deed is drawn up in order for the seller to inform the company of his intention to sell his shares to another shareholder or to a third party. This share purchase agreement will also set out all the terms and conditions for the sale and purchase of the shares. This is an essential element to guarantee legal security between the parties. This transfer of shares is governed by strict formalities. The deed must be in writing and the transfer can only take place if the approval of the other partners has been obtained.

The transfer of shares can be made to any third party, provided that the transfer deed is in writing and signed by the transferor and the transferee. The following conditions must be met:

The manager must ensure that the transfer deed has been perfectly drafted in compliance with the conditions of substance and form. Thus, the share purchase agreement must mention:

Finally, the share purchase agreement must include the signatures of both parties, the transferor and the transferee(s), so that it cannot be contested.

Changes to the shareholder list can only be made with the appropriate business development department. Thus, after receiving the proof of transfer of shares, the director will have to prepare the amendment to the list of shareholders for submission. This amendment does not require a general meeting. However, it is essential to check the association of the company and any contracts signed between the shareholders before proceeding with this amendment.