Practical Notes
Practical questions about investing, building and operating in Thailand.
6 results for your search
01Can one joint-venture shareholder block a meeting simply by not attending?
Sometimes, yes. Thai law sets a baseline quorum for a private-company shareholders’ meeting, but a joint venture can impose additional attendance requirements in its registered…
02Does the end of a right-of-first-refusal period mean a shareholder is free to sell?
Not necessarily. A right of first refusal is a transfer restriction that gives an existing shareholder the opportunity to take a proposed sale before the shares are sold to an…
03Should a new shareholder sign the shareholders’ agreement before the share transfer is registered?
Usually, the safer transaction design is to make the incoming shareholder’s accession to the shareholders’ agreement part of closing rather than leave it until afterwards. But…
04What happens when a fixed-term joint venture expires but the business is still operating?
First determine what has actually expired. A fixed term in a shareholders’ agreement is not automatically the same thing as a fixed legal term of the Thai company itself. If the…
05Can a company withhold dividends until a shareholder fully pays for its shares?
Not simply because that was the commercial intention. For ordinary shares in a Thai private company, section 1200 of the Civil and Commercial Code states that dividends are…
06What if BOI approval arrives on terms that change the economics of the investment?
Receiving Board of Investment (BOI) approval should not automatically mean that an investor is contractually required to fund. The approval letter may contain a promoted activity,…
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