Shareholders Agreement in Thailand: Template, Key Clauses and Local Law (2026)

A shareholders agreement in Thailand is a private contract between the owners of a company that sets the rules for how they will run and finance it, transfer shares, and resolve disputes. It supplements the company's articles of association. It does not replace the Civil and Commercial Code or the articles, so the three documents should be read together. This guide explains the local framework, lists the clauses a Thai shareholders agreement should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified Thai lawyer before you sign. ## The law that governs shareholders in Thailand Most Thai companies with private investors are private limited companies, governed by the Civil and Commercial Code. Public companies are governed by the Public Limited Companies Act B.E. 2535 (1992). For a typical founder or joint-venture arrangement, the Code and the company's articles of association (registered with the Department of Business Development) are the backbone. Key points for drafting: - The articles are the registered rulebook; the shareholders agreement is the private contract. Where the Code allows, the agreement can add commercial rules the articles do not cover. Where a term conflicts with the Code or cannot bind the company, it binds only the shareholders who signed it.

• Foreign ownership limits. Under the Foreign Business Act B.E. 2542 (1999), if foreigners hold 50 percent or more of the shares, the company is treated as a foreigner and may need a Foreign Business Licence for restricted activities. Joint ventures are often structured around this threshold, so the agreement should match the shareholding plan.
• Share transfers and pre-emption. The Code and articles set baseline rules; the agreement usually adds pre-emption rights, tag-along and drag-along rights, and transfer restrictions.
• Meetings and quorum. The Code sets statutory requirements for shareholder meetings and resolutions; the agreement can add reserved matters that need higher approval among the shareholders. ## Key clauses in a Thailand shareholders agreement ### 1. Parties and the company Name each shareholder and the company, with registration details and the current shareholding table. ### 2. Business and objectives State the scope of the business and the agreed objectives so later decisions can be tested against them. ### 3. Capital and funding Set the initial capital, how further funding will be provided (equity or shareholder loans), and what happens if a shareholder does not fund a call. ### 4. Board and management Set how directors are appointed and removed, board composition, quorum, and the authority of management. Cover deadlock at board level. ### 5. Reserved matters List decisions that need special approval, such as changing the business, issuing shares, large spending, borrowing, related-party deals, or winding up. State the majority or unanimity required. ### 6. Share transfers Cover pre-emption rights on any transfer, permitted transfers (for example to affiliates), tag-along rights to protect minority holders, and drag-along rights to enable a clean sale. ### 7. New shares and anti-dilution Set how new shares are offered first to existing holders and any protection against dilution. ### 8. Dividends State the dividend policy and how distributable profit is decided, consistent with Code requirements on reserves. ### 9. Foreign ownership compliance Tie the shareholding to the Foreign Business Act position so the company does not accidentally breach a licence condition when shares move. ### 10. Information and reporting Give shareholders rights to accounts and management information. ### 11. Non-compete and confidentiality Protect the company from competing activity by shareholders and keep its information confidential, within limits a Thai court will accept. ### 12. Deadlock and exit Set a deadlock process (escalation, then a buy-sell mechanism) and exit routes such as a buyout or sale. ### 13. Termination and default State what happens if a shareholder breaches or becomes insolvent, including compulsory transfer provisions. ### 14. Governing law and disputes Choose Thai law and a forum (Thai courts or arbitration). Note the contract language and whether a Thai version prevails. ## A simple clause skeleton 1. Parties and company

2. Definitions
3. Business and objectives
4. Capital and funding
5. Board and management
6. Reserved matters
7. Share transfers (pre-emption, tag, drag)
8. New shares and anti-dilution
9. Dividends
10. Foreign ownership compliance
11. Information rights
12. Confidentiality and non-compete
13. Deadlock and exit
14. Default and compulsory transfer
15. Governing law and disputes
16. General provisions ## One workspace to draft, review and track the agreement A shareholders agreement is the start of a long relationship. Share transfers, new investment rounds, board changes, and reserved-matter approvals all have to stay consistent with what was signed, and with the registered articles. When these documents live in separate folders and inboxes, it is easy to lose track of the current version and the next funding or approval date. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the shareholders agreement, the articles, and the cap table changes stay connected. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including Thailand, is on the roadmap, so treat this page as general guidance and verify Thai specifics locally. You can see the product at Adira. ## Frequently asked questions