Change Of Shares And New Investor

[Zen]

Hi

I am holding 49% ORDINARY shares in my company while the remaining 51% are in PREFERENCE shares held by my close Thai friend who is just a "sleeping partner". We are registered with 2.1million baht capital.

Now there's another Thai person who wants to invest in my company. This person would like to play an active role in the running of my company as well.

I am thinking of offering this person 40% shares (I'll cut 40% from my sleeping partner after I changed all shares to ORDINARY) and I'm quite sure this person would want to have ORDINARY shares instead of PREFERENCE shares because of the voting rights.

If that's the case, does that mean I have to convert my "sleeping partner's" shares from PREFERENCE shares to ORDINARY shares so that this "sleeping partner" can be on my side should there be any problem coming from the new shareholder? I am sure that my "sleeping partner" will always be on my side but I'd like to be careful of the new share holder. I don't want any quarrels with the new shareholder.

So, eventually I will hold 49% ORDINARY shares, my sleepin partner 11% ORDINARY and new partner 40% ORDINARY shares.

What's the procedure like to change the share structure and to add a new share holder? Will it be complicating?

Are there any other issues that I should be aware of?

My company has been running for 3 years but so far I have not really put in all the 2.1million in capital.