Corporate Secretarial · Scenario S.6
Transfer Shares to a New Foreign Shareholder
Introducing a foreign investor to a Thai company is not the same process as transferring shares between existing shareholders. The Foreign Business Act must be reviewed before any document is drafted. A statutory newspaper notice is required by law. A formal Share Sale and Purchase Agreement protects both parties and satisfies due diligence requirements. And the DBD filing must include the full supporting package. Getting any of these wrong invalidates the transfer or — in the case of a Foreign Business Act breach — creates criminal exposure for the directors. UnionSPACE manages the entire process from ownership review to updated affidavit in 10–15 working days.
Why Introducing a Foreign Shareholder Requires a Different Process
The first question that must be answered before anything else is drafted: what does the company do, and does the Foreign Business Act restrict foreign ownership in that sector? For businesses listed on Annexes 2 and 3 of the Act, foreign shareholders are generally capped at a combined 49% unless a Foreign Business Licence or BOI promotion permits higher ownership. Crossing that threshold without the right authorisation is not a compliance technicality — it is a criminal offence for the company's directors.
Beyond the ownership question, a transfer to a new shareholder in a Thai private limited company — foreign or domestic — requires a public notice in a local Thai-language newspaper before the transfer can be finalised. This is a Civil and Commercial Code requirement that is routinely missed by companies handling the process themselves, and its absence can invalidate the transfer entirely.
UnionSPACE reviews the Foreign Business Act position, the company's existing licences, and the post-transfer cap table before preparing any document. The transfer is only executed once every prerequisite is confirmed. The full process — SPA, newspaper notice, board resolution, statutory register update, and DBD filing — is managed within 10–15 working days.
How Much Does a Foreign Share Transfer Cost in Thailand?
Foreign Share Transfer
Fee Breakdown
All-inclusive. No hidden charges. No government office visits required.
Information & Eligibility Verification
Foreign Business Act review, post-transfer cap table analysis, and licence impact assessment
THB 4,000
Board Resolution Drafting
Resolution approving the transfer and pre-emption clearance where required
THB 2,500
Share Sale & Purchase Agreement
Formal SPA between transferor and new foreign shareholder — agreed price, representations, and conditions
THB 12,000
Statutory Newspaper Notice
Civil and Commercial Code publication — booking, submission, and proof of publication
THB 2,500
Printing & Disbursements
Document production and incidentals
THB 500
DBD Filing & Follow-Up (Bor Or Jor 5)
Statutory shareholder register notification, officer liaison, and updated affidavit collection
THB 4,500
Total Fee. Everything included.
Foreign Shareholder Introduction
FBA review through updated affidavit — 10–15 working days
Total fee
THB 26,000
Transfer between existing shareholders?
No FBA review, no newspaper notice — simpler and faster process
See also
Government fees for updated affidavit pages are charged at cost. BOI notification fees (where applicable) are separate. Stamp duty on the SPA is payable by the transferor and is not included. Prices shown in Thai Baht (THB) and exclude VAT.
Get Started Talk to UsThe Foreign Business Act review must be completed before any document is prepared or any transfer is agreed. Proceeding with a transfer that breaches the Act's foreign ownership restrictions is a criminal offence for the company's directors — not a civil compliance matter. We confirm the permissible ownership structure before committing to any timeline.
What Is Included in the Foreign Share Transfer Package?
Every document, notice, and filing the transfer requires — from ownership review to updated affidavit
Standard Package
Foreign Share TransferFixed fee THB 26,000 |
|---|
| Foreign Business Act Annex review and eligibility confirmation | |
| Post-transfer foreign ownership cap table analysis | |
| Existing licence and BOI impact review | |
| New foreign shareholder identity verification | |
| Board resolution drafting — transfer approval and pre-emption clearance | |
| Share Sale and Purchase Agreement drafting and execution coordination | |
| Statutory newspaper notice — booking, submission, and proof of publication | |
| Share transfer instrument preparation | |
| Statutory share register update | |
| Share certificate issuance or endorsement | |
| DBD Bor Or Jor 5 filing and officer liaison | |
| DBD acknowledgement receipt | |
| Updated company affidavit — digital delivery | |
| BOI notification (where applicable) | Additional fee |
| Foreign Business Licence application (where required) | Separate service |
| Stamp duty on the SPA (payable by transferor) | Not included |
Prices are fixed and transparent. Shown in Thai Baht (THB) and exclude VAT. Government fees for affidavit pages, BOI notification fees, and SPA stamp duty are separate.
Three Prerequisites Before a Foreign Share Transfer Can Proceed
We verify each of these before any document is drafted or any transfer is agreed
Foreign Business Act Clearance
For businesses on Annexes 2 and 3 of the Foreign Business Act, combined foreign ownership is generally capped at 49%. Breaching this cap is a criminal offence for the company's directors — not a civil compliance issue. Before any document is prepared, we confirm whether the company's business activities are restricted, calculate the post-transfer foreign ownership percentage against all existing foreign shareholders, and advise on whether the proposed transfer is permissible as structured.
Statutory Newspaper Notice
A public notice must be published in a local Thai-language newspaper before shares in a Thai private limited company are transferred to a new shareholder. This is a Civil and Commercial Code requirement — not a DBD administrative formality — and its absence can invalidate the transfer entirely. We manage the notice booking, submission, and collection of proof of publication, which runs in parallel with SPA drafting to minimise the overall timeline.
Existing Licence Impact
A company that was Thai-majority may have obtained licences, permits, or government approvals on that basis. If the transfer pushes foreign ownership above 50%, those approvals may be affected and notifications or new applications may be required before the transfer can proceed. BOI-promoted companies must also notify the BOI. We review every relevant approval before advising on whether the transfer can proceed as proposed — not after the DBD filing creates a position that is difficult to reverse.
From Foreign Business Act review to updated affidavit — what happens at each stage
How We Manage a Foreign Share Transfer in Thailand
Foreign Business Act Review & Eligibility Confirmation
We begin by reviewing the company's registered business objectives against the three annexes of the Foreign Business Act. We calculate the post-transfer foreign ownership percentage against the full cap table — including all existing foreign shareholders — and confirm whether the proposed transfer is permissible without a Foreign Business Licence. We also review any existing licences, permits, and BOI status to identify notifications or approvals required before the transfer proceeds.
We do not draft any document until this review is complete and the ownership structure is confirmed as permissible. A transfer that is structured without FBA review and later found to breach the Act is not a documentation problem — it is a criminal liability for the directors and requires the transfer to be unwound.
SPA Drafting & Statutory Newspaper Notice
We draft the Share Sale and Purchase Agreement between the transferor and the new foreign shareholder — recording the agreed price, representations from both parties, and the conditions for completion. The SPA is sent to both parties for review before execution. In parallel, we arrange and submit the statutory newspaper notice, which must run before the transfer is finalised and the DBD filing submitted.
Running the newspaper notice in parallel with SPA drafting — rather than sequentially — reduces the overall timeline by 3–5 working days. We time the final execution of the SPA to occur after the notice has been published, ensuring the statutory sequence is correct. A transfer executed before the notice has run can be challenged by existing shareholders claiming pre-emption rights were not properly observed.
Share Transfer Instrument & Statutory Register Update
We prepare the share transfer instrument recording the movement of the specified shares from transferor to transferee, coordinate countersignature by the company, and update the statutory share register to reflect the new ownership. Share certificates are issued or endorsed in the new foreign shareholder's name. We also prepare the board resolution approving the transfer and handling any pre-emption clearance required under the Articles.
The statutory share register is the company's internal record of ownership. The DBD filing in the next stage updates the public register. Both must accurately reflect the same ownership position — any discrepancy between them creates a gap in the chain of title that will surface in future due diligence.
DBD Bor Or Jor 5 Filing & Updated Affidavit Delivery
We submit the updated Bor Or Jor 5 and the full supporting package — SPA, board resolution, share transfer instrument, newspaper notice tear-sheet, and new shareholder identity documents — to the DBD. We manage all officer liaison and collect the updated affidavit once the filing is accepted. The affidavit is delivered digitally on the day of issuance.
The updated affidavit — showing the new foreign shareholder and their percentage holding on the public register — is the document the new shareholder will use for banking, visa applications, and commercial dealings in Thailand. It is also the primary document that evidences compliance with the Foreign Business Act's ownership structure for any future regulatory review.
- FBA review and docs: 1–2 working days.
- SPA drafting and newspaper notice (parallel): 3–5 working days.
- DBD processing and affidavit: 5–9 working days.
- Total end-to-end: 10–15 working days.
Frequently Asked Questions — Foreign Share Transfers in Thailand
Answers to the questions we are asked most often
The answer depends on the company's business activities. For businesses listed on Annexes 2 and 3 of the Foreign Business Act, combined foreign ownership is restricted to less than 50% unless the company holds a Foreign Business Licence. Many common business activities — technology, consulting, trading, and services — are unrestricted and may be 100% foreign-owned. BOI-promoted companies can obtain permission for majority or full foreign ownership regardless of the standard FBA restrictions. We determine the applicable category before any document is drafted.
The Civil and Commercial Code requires a public notice in a local Thai-language newspaper when shares are transferred to a new shareholder. The notice gives existing shareholders the opportunity to exercise pre-emption rights under the Articles of Association before the transfer is finalised. A transfer completed without the required notice can be challenged by existing shareholders — potentially invalidating the transfer entirely. We manage the notice as a standard step and time it correctly within the overall process.
No. Physical presence is not required. The new shareholder must sign the SPA and provide a clear passport copy. We coordinate this digitally for shareholders based overseas. Where the incoming shareholder is a foreign company rather than an individual, corporate documents for that entity are required, and in some circumstances notarisation may be needed. We advise on the exact requirements based on the shareholder's identity and location at the outset.
Potentially, yes. A company that was Thai-majority may have obtained licences or permits on that basis. If foreign ownership crosses 50% after the transfer, those approvals may need to be reviewed or reapplied for. BOI-promoted companies must notify the BOI of significant shareholding changes, and failure to do so can affect the promotion status. We review all existing licences and BOI status as part of the initial FBA review — before any transfer is agreed or documented.
Technically, a share transfer instrument is the statutory minimum under Thai law. However, for a transfer introducing a new foreign shareholder, a formal SPA is strongly recommended — and expected by banks, investors, and future counterparties during due diligence. The SPA records the agreed price, representations from both parties, and the conditions for completion. It is the primary legal document evidencing the transaction and protects both parties in the event of a dispute. We include it as standard.
A transfer between existing shareholders (Scenario S.5) is simpler — the parties are already on the register, no newspaper notice is required for new parties, the FBA review is less intensive since the total foreign percentage typically does not change, and the SPA can be replaced with a straightforward transfer instrument. A transfer to a new foreign shareholder adds the FBA review, the statutory newspaper notice, a formal SPA, and additional DBD documentation. The 10–15 working day timeline reflects that additional complexity against the 7–10 days for an existing shareholder transfer.
Related Corporate Secretarial Services
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Non-B Visa Application
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FBA Review Before Any Document Is Drafted
A Foreign Business Act Breach Is Not a Compliance Issue — It Is a Criminal Liability
A transfer that breaches the Foreign Business Act's ownership restrictions exposes the company's directors to criminal liability — not a fine or a correction notice. The ownership structure must be confirmed as permissible before any transfer is agreed, documented, or filed. We confirm this first.
THB 26,000 — FBA review, SPA, newspaper notice, DBD filing & updated affidavit. 10–15 working days.
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