Shareholders Agreement and Instructions (Thailand, Bilingual EN-TH)

Shareholders Agreement and Instructions (Thailand, Bilingual EN-TH)

In Thailand a shareholders agreement is a private contract: it binds the people who sign it, while the Articles of Association registered at the Department of Business Development bind the company and everyone else. A good agreement therefore does two things: it settles how the partners own, fund, manage and leave the company, and it tells them what must also be written in the Articles. This pack gives you two documents: the agreement itself, and plain instructions to complete it, sign it and register the matching changes.

1. The Shareholders Agreement

Word file to fill in on your computer and PDF to fill in by hand, 30 pages, English and Thai clause by clause, with tick boxes for the choices, initials boxes on every page, a signature page for up to four shareholders, the company and two witnesses, and five Schedules.

• The company, the business and the shareholding table
• Confirmation by each shareholder that it paid for its own shares with its own money and holds them for itself, not as nominee
• Ordinary and preference shares, with the votes, dividend and return of capital of the preference shares (Schedule 2)
• Funding, shareholder loans and the right to subscribe for new shares first
• Board of directors, who nominates whom, registered signing authority, quorum and casting vote (Schedule 5)
• Reserved matters that need the consent of named shareholders or a special majority (Schedule 3)
• Shareholders meetings, dividend policy and legal reserve, accounts and information rights
• Working shareholders and intellectual property belonging to the company
• Lock in, permitted transfers, right of first refusal, tag along and drag along
• Fair value, good leaver and bad leaver, death or incapacity of a shareholder
• Deadlock: talks, mediation, then a buy and sell offer, a sale of the company or winding up
• Default and the right to buy at a discount, non competition, confidentiality
• The agreement and the Articles, compliance with the Foreign Business Act and the Land Code
• Thai law, Thai courts or arbitration, Thai text prevailing, deed of adherence for a new shareholder (Schedule 4)

2. The Instructions

PDF, 16 pages, complete English text then complete Thai text, so that every partner reads the same thing.

• What a shareholders agreement is in Thailand, and what a court does when it conflicts with the Articles
• Thai company law in plain words after the 2023 changes: two shareholders, special resolution by three quarters, shares, dividends, transfers
• The Foreign Business Act and nominees: the section 36 offence, the bank statements the registrar now asks from Thai shareholders, the stricter Land Code test
• What this template must not be used for, and the lawful ways to share control
• A table: what stays in the agreement, what must also be in the Articles, what is filed at the Department of Business Development
• How to fill in each clause and schedule, with a worked example of a 49 and 51 percent company
• Deadlock, leaver and valuation choices explained
• Signing, amending the Articles step by step, stamp duty
• Common mistakes and a checklist

Who it is for

Founders and investors in a small or medium Thai private limited company in which every shareholder really invests: a foreign investor with Thai partners, or several foreign and Thai founders. It is not for a company whose Thai shareholders hold shares in name only, which is a criminal offence in Thailand, and not for a public company.

A template, not legal advice

We are a Thai law firm and we do not advise on foreign law. This pack is a template with general instructions. If you need legal advice, our lawyers draft a personalised shareholders agreement for 20,000 THB, normally in 5 to 10 business days: Company registration cost in Thailand. For the matching Articles and their registration, ask us for a quote at info@thailawonline.com. Company formation by our firm is a fixed 45,000 THB, all inclusive: Register a company in Thailand.

Related guides: Foreign Business Act, Thai nominee shareholders, Nominee company crackdown 2026