Transferring Shares in a Thai Company: Rules for Foreign Shareholders

October 16, 2026 Posted by ASEAN Briefing Written by Ayman Falak Medina Reading Time: 4 minutes

Foreign shareholders can transfer shares in a Thai private limited company by signing a written share transfer document and recording the transaction in the company’s shareholder register. The transfer must comply with the company’s Articles of Association, foreign ownership restrictions, and applicable tax requirements.

What is the share transfer procedure in Thailand?

Step 1: Review the Articles of Association and shareholder agreements

Before agreeing to a transfer, the seller and buyer must review the company’s Articles of Association and shareholder agreements for approval requirements, rights of first refusal, or restrictions on selling shares to outside investors.

Step 2: Verify foreign ownership eligibility

Once any shareholder restrictions have been addressed, the company must confirm whether the proposed buyer can legally acquire the shares under Thailand’s foreign ownership rules.

Step 3: Sign the share transfer document

Under Section 1129 of the Civil and Commercial Code, a share transfer requires a written document signed by the seller and buyer, with at least one witness certifying their signatures. It must identify both parties and specify the numbers of the shares being transferred.

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A separate share purchase agreement may set out the purchase price, payment terms, and warranties. However, it does not replace the required transfer document unless it meets the legal requirements.

Step 4: Update the company’s shareholder register

Following execution, the company must record the new shareholder’s name, address, and share details in its shareholder register.

The transfer is not legally effective against the company or third parties until it is recorded in the register. The relevant share certificates should also be updated or replaced.

Step 5: Complete the required regulatory filings

Recording the transfer does not automatically require immediate registration with Thailand’s Department of Business Development (DBD). However, the company must complete the required shareholder-list filings and any applicable notifications to licensing authorities.

Central Registration Office Order No. 2/2569, effective August 1, 2026, introduced additional checks for certain company registrations and changes involving foreign shareholders or authorized directors.

These additional requirements apply to specified DBD registration applications rather than every transfer of existing shares. Depending on the filing, supporting documents may include letters explaining the investment, bank statements, or proof that shareholders have contributed the required capital.

How do foreign ownership restrictions affect share transfers?

Under Thailand’s Foreign Business Act (FBA), a Thai-incorporated company is generally classified as foreign if foreigners hold at least 50 percent of its registered capital.

A transfer between foreign shareholders may leave the company’s foreign ownership percentage unchanged. In contrast, a transfer from a Thai shareholder to a foreign investor could cause the company to become foreign under the FBA.

Ensure your ownership restructuring complies with Thai regulations. Speak with our advisors.

If the company conducts restricted activities, it may need a Foreign Business License, Foreign Business Certificate, or another applicable authorization to continue operating. Additional ownership restrictions apply in regulated sectors, including banking, telecommunications, insurance, and transportation.

Companies promoted by Thailand’s Board of Investment (BOI) must also meet the conditions attached to their promotion certificates.

Transfers that meet BOI requirements: If the new ownership ratio continues to meet the promotion conditions, a change to the approved project is generally unnecessary, although BOI notification and updated shareholder documents may be required.
Transfers that violate BOI requirements: If the change breaches a Thai shareholding requirement, the company must seek BOI review and approval. The transfer may affect its investment incentives.

Where an approved ownership change increases foreign shareholding, the BOI may also request evidence of funds transferred into Thailand from overseas.

Foreign investors must also avoid nominee arrangements. Thai shareholders cannot legally hold shares on behalf of foreigners to bypass ownership restrictions.

What taxes apply to share transfers in Thailand?

Stamp duty

Stamp duty generally applies at THB 1 (US$0.03) for every THB 1,000 (US$30), or fraction thereof, of the higher of the paid-up value of the transferred shares and the value stated in the share transfer document.

The seller is generally responsible for paying the duty, while the buyer is responsible for cancelling the stamps under the applicable rules.

Unpaid stamp duty can result in penalties and restrictions on using the transfer document as evidence in civil proceedings.

Tax on share transfer gains

Individual shareholders may be subject to Thai personal income tax on profits from selling shares in a private limited company, depending on their tax residency and where the income comes from. Tax exemptions available for certain shares traded on the stock exchange do not automatically apply to private-company shares.

Need guidance on share transfer taxes and approvals? Contact our Thailand team.

For Thai corporate shareholders, profits from selling shares are generally included in taxable income and subject to corporate income tax at 20 percent.

A foreign company that does not conduct business in Thailand may be subject to 15 percent withholding tax on profits from selling shares in a Thai company. Whether the tax applies depends on the payment arrangements and relevant Thai tax rules. An applicable double taxation agreement may reduce or eliminate the tax.

Transfers between related parties at below-market prices may also attract tax scrutiny, while gifts and transfers without payment can create separate tax obligations.

Contact Dezan Shira & Associates for share transfers in Thailand

Foreign investors planning a share transfer or ownership restructuring in Thailand can contact Dezan Shira & Associates for assistance with regulatory approvals, corporate compliance, and tax obligations.

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