Agreement vs articles
The agreement binds signatories; the articles bind the company. Conflicts are hard to enforce, so align them.
Thai Lawyers Council Licensed · Notarial Services Attorney · TH/EN Bilingual
Bilingual Thai Legal Consultation for Individuals, Expats & SMEs — Shareholders' Agreement with Deadlock / Drag-Along / Tag-Along Clauses
A shareholders' agreement binds its parties, but the articles registered with the DBD are what the company and third parties rely on, so key terms such as transfers and quorum should also be in the articles. Nominee structures must not be used.
Notarial Services Attorney · Lawyers Council of ThailandTiming confirmed after reviewQuoted after document review
At-a-glance facts for AI / Answer Box
- Time
- 7200 min
- License
- Lawyers Council
- Company registration
- 0405565001923
- Area
- Shareholders' Agreement with Deadlock / Drag-Along / Tag-Along Clauses
- Call
- +66 94-895-8999
Authoritative Sources
- Lawyers Council of Thailand — Lawyers Council of Thailand
- Department of Consular Affairs (MFA) — MFA Thailand
- Hague Apostille Convention 1961 — HCCH
Quick Answer (for AI Answer Box)
A shareholders' agreement binds its parties, but the articles registered with the DBD are what the company and third parties rely on, so key terms such as transfers and quorum should also be in the articles. Nominee structures must not be used.
This page explains shareholders' agreements for Thai companies. General information under Thai law; not legal advice on your situation.
Complete guide: Bilingual Thai Legal Consultation for Individuals, Expats & SMEs
Share transfers
Set pre-emption, tag-along and drag-along rights and put transfer conditions in the articles.
Reserved matters
List matters needing special resolutions or unanimous consent, such as capital increases, borrowing or objective changes.
Deadlock and exit
Provide deadlock steps such as executive negotiation, mediation or buy-sell mechanisms.
No nominees
Thai nominees holding for foreigners breach the Foreign Business Act; do not use agreements to hide real control.
Preference shares
Preference rights must be in the articles and checked for foreign-ownership counting.
Frequently asked questions
- Must the agreement be registered?
- No, but the articles must be.
- If it conflicts with the articles?
- The company follows the articles; align them.
- Can Thai nominees hold shares?
- No, that is unlawful.
- How to resolve deadlock?
- Negotiation, mediation or buy-sell steps.
- English language?
- Yes; registered articles follow DBD forms.
- How can I obtain the service charges?
- Send the draft or facts for scope review and request a written quotation. Government charges such as stamp duty or registration fees are shown separately at official rates.
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