Share Certificates

[jimflan]

Years ago, I bought a Thai private limited company intending to use it for some investments that never happened in the end, so the company has been dormant since, though I have completed the annual returns to the DBD to ensure it is kept legal.  Now I am looking to start using it for another investment, and realised that I do not have the share certificates for any of the shareholders (myself and other family members), and I assume they simply got lost or mislaid over the years. So, how do I go about replacing them ? Is it simply a matter of printing off some new certificates that are in line with the share register (held with the Articles) and applying the company stamp, or more complicated ? 

Edited February 20, 2021 by jimflan
Typo

[maisodni]

Hi Jim -

 

Since 2003, my company has helped incorporate 289 private companies.  None of them have ever had any "share certificates."   As far as I know, there is no "official" (government standard) share certificate.  You can get private "share certificates" created and printed - but there is no formal template, and that is only done if a private individual pays a printer to create it.

 

What normally "proves" share ownership is the company's Form Bor Or Jor 5 (BOJ.5) - which lists shareholders' names, each shareholder's nationality, number of shares owned, type of shares owned, date shares were issued, and numerical share numbers.   Recently, each shareholder's mobile phone number is also included.

 

If a shareholder who is listed on the company's ORIGINAL Form BOJ.5 is replaced by a new shareholder, or any other shareholder is later replaced by some new shareholder, the "old" shareholder can challenge the transfer - and a company director must be able to show a forma;l share transfer certificate (which is an official form), which must bear the signatures of both the outgoing and incoming shareholder, and the date of transfer.

 

Long ago, a new company required a minimum of seven shareholders.  About 15 years ago, that number was reduced to three.   Particularly when a minimum of seven shareholders were required, many original shareholders were just "placeholders" - who never cared if they were later replaced.

 

Normally, the only shareholders who care if (or when) they get replaced are those who REALLY invested cash into the company - or who agreed to accept holding shares inseated of receiving a cash payment.

 

'Hope that answers your  questions.  Basically, there are no "official" shareholder "certificates".   There is just a Form BOJ.5, and a copy of a share transfer certificate, if share ownership is changed.  

 

Best regards,

Steve 

[scorecard]

14 minutes ago, maisodni said:

Hi Jim -

 

Since 2003, my company has helped incorporate 289 private companies.  None of them have ever had any "share certificates."   As far as I know, there is no "official" (government standard) share certificate.  You can get private "share certificates" created and printed - but there is no formal template, and that is only done if a private individual pays a printer to create it.

 

What normally "proves" share ownership is the company's Form Bor Or Jor 5 (BOJ.5) - which lists shareholders' names, each shareholder's nationality, number of shares owned, type of shares owned, date shares were issued, and numerical share numbers.   Recently, each shareholder's mobile phone number is also included.

 

If a shareholder who is listed on the company's ORIGINAL Form BOJ.5 is replaced by a new shareholder, or any other shareholder is later replaced by some new shareholder, the "old" shareholder can challenge the transfer - and a company director must be able to show a forma;l share transfer certificate (which is an official form), which must bear the signatures of both the outgoing and incoming shareholder, and the date of transfer.

 

Long ago, a new company required a minimum of seven shareholders.  About 15 years ago, that number was reduced to three.   Particularly when a minimum of seven shareholders were required, many original shareholders were just "placeholders" - who never cared if they were later replaced.

 

Normally, the only shareholders who care if (or when) they get replaced are those who REALLY invested cash into the company - or who agreed to accept holding shares inseated of receiving a cash payment.

 

'Hope that answers your  questions.  Basically, there are no "official" shareholder "certificates".   There is just a Form BOJ.5, and a copy of a share transfer certificate, if share ownership is changed.  

 

Best regards,

Steve 

 

Further, the list of current shareholders is nowadays kept online at the appropriate ministry and easily accessed.

 

I wonder if a certified print of the screen showing the shareholding details for the company in question would suffice as proof.

 

But I don't know who would have the authority to 'certify' the document. Maybe the ministry concerned can, upon request, provide a certified copy of the above?

 

 

[jimflan]

Thanks guys - very helpful.