Share Rights & Values?

[DiamondGeezer]

Can anyone help? I am now told that the shares I have owned in a company for 1 year, I now have been asked to pay for, I have never heard of it - has anyone else? I gained the shares when the company started with nothing. I am also told I have only 21 days to pay up 190,000 Baht, or they will be forfeited this means in one year they have taken the price of these shares from one Baht to 100 Baht, with no evidence of why! if I want to hold onto them. Please help! I never got shown or given any evidence, that I was the owner of this shares, but by sending a communication to me is surely proof that I am an owner, therefore legally can they charge me for these shares? Also my other half is a 50% owner who is being asked 300,000 for her shares, but she is an owner, is this legal? The company is owned by my G/f and another female, if we are share holders, can we not see these contracts by law here in Thailand? I always was of the understanding if shares went up in value, then the owner off them didn't have to pay this difference, and can a company that my G/F is 50% owner ask her to pay this amount without letting her see the books? I have a feeling that these prices are totally fictitious, Is there a time limit on shares, and shouldn't we have been given a copy of this to keep? I would value any input of people that have-thanks.

[SunbeltAsiaExpert]

In the process of setting up a company, the initial shareholders, legally called “promoters”, are identified as owning shares in the company (the minimum number of shareholders/promoters required to form a company is 3 parties). By Thai law, the minimum paid up capital is 25%, which means that part of the investment should be at least 25% in the form of cash as a startup capital that must be issued or remitted to the company following the company’s registration. The amount per share will depend on the amount of Capital declared in the company’s Memorandum of Association and the number of shares issued (e.g. 2 million capital, 1000 shares issued = THB2,000 per share [officially known as “Par Value”]). While the other 75% of capital can be in any form of assets (i.e. furniture and fixture, equipment, inventory etc.), it must be remitted into the company as declared on the “Balance Sheet” of the company usually at the end of the accounting year. It should be noted that when paying up the registered capital via the use of assets that notice needs to be provided and indicated upon the company’s establishment and a full description of the item(s) must be provided. For example, if a party is paying for his/her shares in the form of a vehicle being owned/operated by the business, they must provide the car’s brand, model, chassis number, and engine number as well as proceed with the transfer of ownership from his/her name into the company’s name. The common accounting equation will apply to the business, that is Assets = Liabilities + Capital (Owner’s Equity).

Soon after registering the company, an official list of shareholders form (Bor Or Jor 5) shall be issued by the Ministry of Commerce reflecting the name of shareholders and the percentages of shares they hold, the total shares issued, the amount of capital and the amount of paid-up shares. These shares can never be forfeited unless you signed a share transfer form reassigning it to another shareholder. Such reassigning will not be officially recognized by the Ministry of Commerce until the Authorized Director files them with the Ministry. Moreover, all the shareholders must be notified by registered mail should there be any statutory meeting to be conducted or if they intend to make any substantive changes to the company. While it is the Managing Director who controls and manages the day-to-day affairs of the company, the shareholders have the supreme decision in approving such matters during the statutory meetings by means of voting (note that voting rights are also dependent on the type of shares and the amount of shares the party owns). As a shareholder in the company, you should have been issued a Share Certificate with your name written on it and showing the amount (and type) of shares you own. Lastly, each company should be equipped with Share Registration Book which is like a track record of all shares and transfers among shareholders which will also refer back to the original Share Certificate issued.

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