Shareholder agreements in Thai joint ventures
In short
A shareholder agreement sets out how partners run the company together and how they separate: board composition, reserved matters, funding obligations, transfer restrictions, deadlock resolution and exit. Company law sits in the Civil and Commercial Code; the agreement fills the gaps it leaves.
The two clauses that earn their keep are reserved matters and transfer restrictions. Together they decide who can force a decision and who can bring a new partner into the company, which is where joint ventures usually fail.
Align the agreement with the articles of association. Where the two documents conflict, the company's registered constitution generally governs what the registrar and third parties will act on.
What we need from you
- Shareholding split and intended board composition
- Funding plan and what happens if a partner cannot contribute
- Decisions that must be unanimous
- Exit expectations and any agreed valuation method
Watch out
A shareholder agreement written only in English for a Thai company should be paired with a certified Thai version for practical use.
Reviewed as of 2026-08-04. General guidance only, not case-specific advice and not a guarantee of outcome. Government fees, conditions and processing times are set by the responsible authority and can change. This site does not publish prices — please ask our staff.
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