IBC泰國法律金融會計事務所International Business Consultancy

What You Should Know as a Shareholder of a Thai Company

泰國公司股東須知事項

To incorporate a company, there must be directors and shareholders to operate the business. In our previous article, we have introduced obligations of a Thai director. With regards to Thai shareholders and share transfer of a Thai company, what are the important points we should know?

公司的組成需要有董事及股東。之前我們有介紹泰國董事的責任，那身為泰國的股東究竟有那些注意事項?

Following is basic concepts as a Thai shareholder and performing share transfer under Thai Civil and Commercial Code

依據《泰國民商法》，泰國股東及轉股的規定如下：

1. The amount of a share may not be less than 5 baht.

每股面額不得少於5泰銖。

2. Shares are indivisible. If a share is held by two or more persons in common, they must appoint one of them to exercise their rights as shareholders.

Persons holding a share in common are jointly liable to the company for payment of the amount of the share.

股票不得分割 。如果有兩人以上共同持有一張股票，必須選任其中一人以  股東的身分行使權利。此外，同一股份的多個共同持有人，在繳納股份價金中共同對公司承擔責任。

3. A shareholder cannot avail himself of a set-off against the company as to payments on shares.

繳納股本時，股東不得對公司主張抵銷債務。並且必須繳納股份金額。

4. When shareholders need to pay on shares, twenty-one days’ advance notice must be given by registered mail to each shareholders at the time and place fixed by the directors.

每次請求繳納股本，必須提前21天以掛號信通知股東，股東必須按照董事指定的地點繳納指定金額給指定的人。

5. If a statement as to forfeiture has been made in the notice, the directors may, as long as the call and interest remain unpaid, declare the shares to be forfeited.

在聲明書中通知沒收股分後，董事可在未支付股本和利息的情況下宣布要沒收股份。

6. If by some events such as shareholder passed away or became bankrupt and has transferred its shares to another person, the company shall, on surrender of the share certificate when possible, and on proper evidence being produced, register such other person as a shareholder.

因股東破產或死亡等原因， 他人成為股票的持有人。此人可將股 票交回並附上合理的證據表明後， 公司應登記為股東。

7. A limited company may not own its own shares or take them in pledge.

有限責任公司不得擁有自己 的股票或接受股票質押。

8. A general meeting of shareholders should be held within 6 months after the registration and shall thereafter be held at least every 12 months. Such meeting is classified as an ordinary meeting.

6個月內舉辦股東大會，在此之後應至少每12個月舉行一次。此會議被歸類為一般會議。

If you need assistance with a change in shareholding/shareholders, please contact us for further assistance.

如您需要變更泰國的股東或是增資發股，請不吝於聯絡我們。

IBC International Business Consultancy is a law and accounting firm located in Bangkok, Thailand with experienced lawyers, accountants, and financial advisers. We provide services including investment, tax and legal advice in Thailand.

IBC泰國法律金融會計事務所 (International Business Consultancy) 為一間位於曼谷的泰國事務所，由經驗豐富的律師、會計師、及財務顧問組成，可提供泰國投資、泰國稅收及泰國法律諮詢等服務。

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