A transfer between existing shareholders typically does not change the total foreign ownership percentage. However, if one of the parties is a foreign national, the post-transfer allocation may affect how foreign ownership is distributed within the cap table — and if the transfer results in a single foreign shareholder approaching or crossing 49%, it should be reviewed against the Foreign Business Act before proceeding. We check the post-transfer foreign ownership position as part of the initial shareholding review.

The transfer takes effect internally on the date the share transfer instrument is executed and the statutory register is updated. External recognition — by banks, government agencies, and counterparties — follows once the Bor Or Jor 5 is filed with and accepted by the DBD and the updated affidavit is issued. Until the affidavit is updated, the old shareholding is the operative public record.

Many Thai company Articles include pre-emption rights — requiring the transferring shareholder to offer the shares to existing shareholders before selling to a third party. Some Articles also include transfer restrictions, required board approval, or conditions on who may hold shares. We review the Articles before drafting any document to confirm whether any provisions apply and how they must be addressed. A transfer that does not follow the Articles procedure can be challenged by other shareholders after the fact.

A gain on the sale of shares in a Thai limited company may be subject to personal income tax for an individual transferor, or to corporate income tax for a corporate transferor. Stamp duty also applies to the SPA at the rate of 0.1% of the higher of the transfer price or the par value. Thai law does not mandate that private company shares be transferred at market value, but Revenue Department scrutiny may apply where the transfer price is significantly below par value. For transfers with complex tax implications, we recommend separate tax advice — this service covers the corporate secretarial documentation and filing.

A transfer between existing shareholders (this service) involves parties already on the register — the overall ownership structure changes in allocation but not in identity. A transfer to a new foreign shareholder (Scenario S.6) requires a more comprehensive Foreign Business Act eligibility review, a statutory newspaper notice under the Civil and Commercial Code, and additional DBD documentation for the incoming shareholder's identity. Scenario S.6 takes 10–15 working days; this service takes 7–10. If the intended transferee is not currently on the register, Scenario S.6 applies.