Share Purchase Agreements

A share purchase agreement records who is buying what, for how much and who bears the risk if something proves wrong. For the buyer it is the main protection after due diligence; for the seller it fixes the limits of later claims. A short or informal agreement may be enough for a simple transfer between friendly parties, but a purchase of a business needs a full document that anticipates the problems that can follow completion.

Price and payment: purchase price, timing, deposits, escrow and any adjustment or earn-out.
Conditions precedent: approvals, consents and clearances that must be met before completion.
Warranties and indemnities: statements about the company’s assets, contracts, tax and compliance, with limits on amount and time.
Covenants: how the business is run between signing and completion, and restrictions such as non-compete after the sale.
Completion: transfer documents that meet Thai formalities, director changes registered within 14 days, and the filings that follow.
Costs: allocation of stamp duty, tax and transfer costs.

Points to consider
For foreign buyers we confirm the foreign ownership position before signing, and any nominee or undercapitalization issue in the target is resolved at or before completion. Where the seller remains involved after the sale, the agreement should say what the seller may and may not do.

How we help
We prepare or review the agreement for either side, in English with a Thai version where needed, and we manage the completion steps so the share register and the registered records match the deal. A term sheet is enough to start. Send us the parties, the shares, the price and any agreed conditions. If the transaction is likely to grow into a larger deal, tell us early, so the agreement can be built to scale and reused for later closings, and the early draft does not have to be redone.