Shareholder rights in a Thai company directly depend on the number of shares they hold. The discussion below refers to ordinary shares, where 1 share = 1 vote. Depending on the ownership percentage, shareholders can be условно divided into several categories.
Less than 20% of shares
- Cannot pass ordinary or special resolutions
- Can initiate an extraordinary shareholders’ meeting
20–25% of shares
- Still cannot make decisions independently
- Can initiate an extraordinary meeting
More than 25%, up to 50% of shares
- Cannot make decisions independently
- Can block special resolutions
- Can initiate an extraordinary meeting
Special resolutions include, for example:
- increase of share capital
- change of company name
- amendment of business objectives
- other key structural changes
More than 50%, up to 75% of shares
- Can pass ordinary resolutions
- Can initiate an extraordinary meeting
- Can block special resolutions
- Cannot pass special resolutions independently
75% or more of shares
- Full control over the company
- Can pass any resolutions, including special ones
- Such decisions cannot be blocked by other shareholders
Who is a minority shareholder?
If you hold less than 50% of shares, you are a minority shareholder.
This means you cannot independently pass even ordinary resolutions at shareholders’ meetings.
However:
- Minority shareholders can still have influence, especially if quorum is not reached
- The Articles of Association matter — additional rights or restrictions can be предусмотрены
- Preference shares can be issued to grant enhanced rights
- Shareholders’ agreements can be used to formalize arrangements between parties
Conclusion
The structure of shareholding is a key factor in determining control over a company. Proper legal structuring allows balancing interests even with a minority stake.
Author: Alexandra Agapitova.
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