Corporate Secretarial — Scenario S.6
Transfer Shares to a New Foreign Shareholder
Bringing a foreign investor or business partner into your Thai company involves more than a signed share transfer form. Foreign ownership rules, existing licences, pre-emption rights, and a mandatory newspaper notice all need to be addressed before the DBD filing can proceed. We manage the entire process — from ownership review through to your updated company affidavit.
Why Share Transfers to Foreign Shareholders Are More Complex
Transferring shares between two existing Thai shareholders is a relatively contained process. Introducing a new foreign shareholder is different — it triggers a set of requirements that don't apply to domestic transfers, and getting any of them wrong can cause the DBD to reject the filing or, more seriously, put the company's existing licences at risk.
The first question that must be answered before anything else is drafted: what is the company's business, and does the Foreign Business Act restrict foreign ownership in that sector? Thailand's Foreign Business Act lists three categories of restricted business activities. For companies operating in those categories, foreign shareholders are generally capped at 49% unless a Foreign Business Licence or BOI promotion permits higher foreign ownership. Crossing that threshold without the right authorisation is a criminal offence for the directors, not just a compliance technicality.
Beyond the ownership cap, a transfer to a new shareholder in a Thai private limited company — foreign or domestic — requires a public notice in a local newspaper before the transfer can be finalised. This is a Civil and Commercial Code requirement that is frequently overlooked by companies attempting to handle the process themselves, and its absence can invalidate the transfer.
Our process starts with the ownership review and works through every step — Share Sale and Purchase Agreement, newspaper notice, statutory register update, and DBD filing — so the transfer is legally sound and fully documented from day one.
Understanding Foreign Ownership Limits in Thailand
The 49% rule: For businesses listed on Annexes 2 and 3 of the Foreign Business Act, foreign shareholders are generally restricted to a combined holding of less than 50%. This means the total foreign ownership across all foreign shareholders — not just the new one — must remain below 50% after the transfer. We calculate the post-transfer cap table against the relevant annex before the process begins.
Unrestricted businesses: Many business activities are not listed on any annex — trading, software development, consulting, and many service businesses fall outside the restricted categories. For these, a foreigner can own up to 100% of a Thai company without a Foreign Business Licence, and the transfer proceeds without foreign ownership concerns.
BOI-promoted companies: If the company holds a BOI promotion certificate, the BOI may permit majority or full foreign ownership regardless of the Foreign Business Act. However, the BOI must be notified of significant shareholding changes. We identify whether BOI notification is required and manage it as part of the process.
Nominee shareholders: Thai law prohibits using Thai nominees to hold shares on behalf of a foreigner in order to circumvent the Foreign Business Act. If the company's existing Thai shareholding structure includes arrangements of this kind, we flag the issue before the transfer proceeds.
How We Handle It
Foreign shareholding review
We begin by reviewing the company's current shareholding structure, its registered business objectives, and any existing licences or BOI status. This determines which Foreign Business Act annex (if any) applies, what the post-transfer foreign ownership percentage will be, and whether the transfer can proceed without a Foreign Business Licence. If there are concerns, we advise before any documents are drafted.
Information & document verification
We collect the new shareholder's personal details as they must appear on the DBD filing — full legal name exactly as in their passport, nationality, date of birth, address, and passport number. We also verify the current cap table, the number of shares being transferred, the agreed transfer price, and the effective date. Discrepancies between documents at this stage are the most common cause of DBD rejections.
Share Sale & Purchase Agreement drafting
We prepare a formal Share Sale and Purchase Agreement between the transferor (the existing shareholder selling their shares) and the transferee (the new foreign shareholder). The SPA sets out the agreed price per share, total consideration, representations by both parties, and the conditions for completion. This is the primary legal document evidencing the transfer and is required by banks and investors for due diligence purposes.
Board resolution & pre-emption clearance
We prepare a board resolution approving the share transfer to the new foreign shareholder. If the Articles of Association include pre-emption rights — giving existing shareholders the right of first refusal — we prepare the required waiver or offer documentation. Getting this step wrong can give existing shareholders grounds to challenge the transfer after the fact.
Newspaper notice publication
We arrange the statutory public notice in a local Thai-language newspaper as required by the Civil and Commercial Code for transfers to new shareholders. We handle the booking, submission of notice content, and collection of the published tear-sheet (proof of publication), which forms part of the DBD filing package.
Share transfer instrument & statutory register update
We prepare the share transfer instrument — the formal one-page document recording the transfer of specific share certificates from transferor to transferee — and update the company's statutory share register to reflect the new ownership. Share certificates for the new shareholder are issued or endorsed at this stage.
DBD filing (Bor Or Jor 5) & follow-up
We submit the updated Bor Or Jor 5 — the statutory shareholder register notification — to the DBD along with the full supporting document package: SPA, board resolution, share transfer instrument, newspaper notice, and new shareholder identity documents. We monitor the filing and respond to any DBD queries until the submission is accepted and the public register is updated.
Updated company affidavit
Once the DBD has processed the filing, we collect an updated company affidavit confirming the revised shareholding structure, including the new foreign shareholder's details. This is the document the new shareholder will use for banking, visa applications, and business dealings in Thailand.
What We Need From You
We'll send a detailed checklist on engagement, but the following are typically required to begin:
New foreign shareholder's details
Full legal name exactly as it appears on the passport, nationality, date of birth, residential address, and passport number. A clear passport copy (photo page) is required for the DBD filing.
Transfer details
Number of shares being transferred, the agreed price per share (or total consideration), and the intended effective date of the transfer.
Current shareholding records
The most recent Bor Or Jor 5, cap table, or share register showing all existing shareholders and their respective shareholdings before the transfer.
Company documents
Most recent company affidavit, Memorandum of Association, and Articles of Association. The Articles are particularly important for identifying any pre-emption rights or transfer restrictions that apply to the transaction.
Existing shareholder ID documents
Passport or Thai ID of the transferring shareholder(s). If the transferor is a company rather than an individual, corporate documents for that entity are required.
Licence & BOI information
Details of any Foreign Business Licence, BOI promotion certificate, or other government-issued licence the company holds. These determine whether additional notifications or approvals are required before the transfer can proceed.
What You Receive
Share Sale & Purchase Agreement
Executed SPA between transferor and transferee, signed by both parties, setting out the agreed price, representations, and transfer conditions.
Board resolution
Signed resolution approving the transfer and, where applicable, confirming pre-emption right clearance.
Share transfer instrument
Executed transfer instrument recording the movement of shares from transferor to transferee, countersigned by the company.
Newspaper notice tear-sheet
Published proof of the statutory newspaper notice, which forms part of the DBD filing package and your permanent corporate records.
Updated share register & share certificates
Revised statutory share register reflecting the new ownership structure, with share certificates issued or endorsed in the new shareholder's name.
DBD acknowledgement & filed Bor Or Jor 5
Official DBD receipt confirming the updated shareholding has been submitted and accepted, along with the filed Bor Or Jor 5 reflecting the new foreign shareholder.
Updated company affidavit
Fresh affidavit from the DBD showing the revised shareholding structure with the new foreign shareholder listed on the public register.
Common Questions
The answer depends entirely on what the company does. Under the Foreign Business Act, businesses listed on Annexes 2 and 3 are restricted to less than 50% combined foreign ownership unless the company holds a Foreign Business Licence. Many common business activities — technology, consulting, trading, and services — are not restricted at all, and a foreigner can own 100%. BOI-promoted companies can also obtain permission for majority or full foreign ownership regardless of the standard restrictions. The first thing we do is determine which category applies to your company before any documents are prepared.
Thailand's Civil and Commercial Code requires a public notice to be published in a local newspaper when shares in a private limited company are transferred to a new shareholder. The purpose is to give existing shareholders the opportunity to exercise any pre-emption rights under the Articles of Association. The notice typically appears within 3–5 working days of submission. We handle the booking, submission, and collection of the published proof, which is included in the DBD filing package. This step is part of our standard 10–15 working day timeline.
No — physical presence is not required. The new shareholder needs to sign the Share Sale and Purchase Agreement and provide a clear passport copy. We manage this digitally for clients based overseas and can coordinate directly with the incoming shareholder for document signing. If the specific situation requires notarised or apostilled documents — for example, if the new shareholder is a foreign company rather than an individual — we advise on the most practical approach at the outset.
Possibly, depending on what licences are held and how the post-transfer ownership percentage changes. A company that was Thai-majority may have obtained licences or permits on that basis — if foreign ownership crosses 50% after the transfer, those licences may need to be reviewed or reapplied for. BOI-promoted companies must notify the BOI of major shareholding changes. We review all existing licences as part of the foreign shareholding review (Step 01) and identify any notifications or applications required before the transfer proceeds.
Technically, a share transfer instrument (a simple one-page form) is the minimum required under Thai law. However, when a new foreign shareholder is being introduced, a formal Share Sale and Purchase Agreement is strongly recommended. It records the agreed price and terms, includes representations from both parties, and protects both sides in the event of a future dispute. It is also a document that banks, investors, and future counterparties will expect to see during due diligence. We include a full SPA as standard in our foreign share transfer package.
A transfer between existing shareholders (Scenario S.5) is simpler — the parties are already on the register, no pre-emption notice to new parties is required, and the Foreign Business Act review is less intensive since the overall foreign ownership percentage typically doesn't change. A transfer to a new foreign shareholder adds the foreign ownership review, the newspaper public notice requirement, the more comprehensive SPA, and additional DBD documentation for the incoming shareholder's identity. The 10–15 working day timeline for this service (versus 7–10 for an existing shareholder transfer) reflects that additional complexity.
Service Fee
Government fees for the updated affidavit pages are charged at cost. If BOI notification is required, an additional fee applies — we confirm this after the initial review. Stamp duty on the Share Sale and Purchase Agreement is payable by the transferor and is not included above.
Typical Timeline
The newspaper notice and SPA drafting run in parallel where possible to minimise total elapsed time. DBD processing times can extend during peak periods (February–May). Timeline assumes all required documents and signatures are provided promptly.
Transferring Between Existing Shareholders?
If you're moving shares between people who are already on the register — rather than introducing a new shareholder — a simpler and faster process applies. No newspaper notice is required and the SPA can be replaced with a straightforward share transfer instrument.
Existing Shareholder TransferRelated Services
Consult With Our Corporate Advisory Team
Our team is ready to guide you through the full process. Reach us on WeChat or WhatsApp.
UnionSPACE English speaking accounting team is one of the best thing i found in Thailand :) Havve tried so many accounting firm to help out with our company compliances and each and everyone of them failed massively.
Saul Goodman
Ceo & FounderI love UnionSPACE Cloud Accounting Software - that's included in our subscription. It's like we got 2 services for the price of 1 and it also allow us to review their work anytime.
Sara Wilsson
EntrepreneurThe way they explain my responsibilities during the on-boarding process makes work alot easier and smoother for both parties. Initially I felt it was an overkill but later realize it was indeed beneficial and necessary for all parties.
Jena Karlis
Store OwnerLike it or not, accounting is a pain and unionspace made it bearable and do-able even here in Thailand. Thank you
Matt Brandon
FreelancerAs Thailand tighten their grip with tax collection, having a professional accounting company is important. Unionspace made that right.
