Case study: certifying a share transfer with a shareholder overseas

The situation

A Thai company whose foreign shareholder is transferring shares to a new holder

The transferor lives abroad, the transferee is in Thailand, and the articles require a resolution approving the transfer.

What actually blocked the file

• The instrument arrived pre-signed by post.
• The shareholder list used was out of date.
• No resolution approving the transfer existed yet.

The sequence we ran

1. Arranged for the transferor to sign before an authorised certifier where they live.
2. Obtained a current company affidavit and shareholder list.
3. Held the meeting and issued the approving resolution under the articles.
4. Had the transferee sign before the attorney in Thailand and assembled the pack.

Outcome

The company recorded the transfer in its share register with a fully traceable document set.

What to prepare for share transfer document certification

• The signer’s valid original passport or Thai ID card.
• Written confirmation from the receiving authority of which certification is required and whether onward legalisation is needed.
• The completed but unsigned share transfer instrument.
• The company affidavit and the latest shareholder list.
• ID cards or passports of the transferor and transferee.
• A resolution approving the transfer where the articles of association require one.
• A power of attorney and the agent’s ID, where a representative handles steps that legally permit representation.
• Any additional copies specifically required by the receiving authority in your case.

This list reflects the requirements published by the responsible authority on the verification date. Authorities may change their conditions, so confirm with the source before lodging. Lawyers Council of Thailand (Lawyers Act B.E. 2528, section 27) · 2026-08-16 · source

How share transfer instruments and shareholder resolutions are notarised

1. Confirm with the receiving authority which certification is required — signature certification, certified true copy, or certification of facts — because the wording differs for each.
2. Check that the attorney is registered with the Lawyers Council as a Notarial Services Attorney and holds a verifiable registration number.
3. Draft the share transfer instrument with all elements required by the Civil and Commercial Code, including witnesses.
4. Check the articles of association for transfer restrictions or approval requirements.
5. Transferor and transferee sign before the attorney, presenting a current company affidavit.
6. Record the transfer in the share register and update the shareholder list as the law requires.
7. The attorney signs, seals, and records the notarial registration number and date on the certification.
8. For overseas use, take the notarised document for legalisation at the Department of Consular Affairs and then, where required, at the destination country’s embassy or consulate.

The steps below are drawn from the procedures the responsible authority publishes itself, with the source and verification date shown. Some steps depend on the case and may change with the authority’s own announcements. Lawyers Council of Thailand (Lawyers Act B.E. 2528, section 27) · 2026-08-16 · source

Why certified company documents are still returned

The company affidavit is older than the destination accepts

Many destinations set their own recency limit for a company affidavit. Where an older extract is used, obtain a fresh one from the Department of Business Development before certification.

The signer is not an authorised director per the affidavit

Signing authority must match the affidavit’s conditions, such as two directors signing jointly or affixing the seal. Signatures that do not satisfy them are returned for re-execution.

No resolution supports the signature

For certain transactions, such as granting authority or transferring rights, the destination may require the approving resolution to be attached, and will request it if absent.

The document was signed before meeting the attorney

Signature certification confirms that the signer signed in the attorney’s presence. If the document arrives pre-signed, the attorney will ask for a fresh copy to be signed in person.

Identity document is expired or presented only as a copy

Identity verification requires a valid original passport or ID card. A copy or an expired document is not sufficient, and the certification waits until a valid original is produced.

The certificate wording does not match what the destination prescribes

Many receiving bodies prescribe their own certificate wording. Generic wording is commonly returned with a request to re-execute using the prescribed form.

The document still contains blanks or unfilled fields

The attorney certifies the document as it stands at that moment. Blanks that could be completed later should be filled in, or struck through, before signing.

Lawyers Council of Thailand (Lawyers Act B.E. 2528, section 27) · 2026-08-16 · source

What to watch next time

• Do not pre-sign the transfer instrument.
• Check whether the articles require an approving resolution.
• Always work from the current affidavit and shareholder list.

Questions this case raises

Must every share transfer be certified?

Not always — it depends on the articles and on who will rely on the document. Where a party is overseas, certification evidences who signed.

Can the transferor appoint someone in Thailand to sign?

Where the articles and applicable law allow, yes — using a power of attorney naming the specific act and certified as required.

Related reading

• Case study: certifying a Thai power of attorney for property abroad
• Case study: a single-status declaration for marrying abroad
• Case study: swearing an affidavit of single status for a marriage abroad
• Case study: certified passport copies for an overseas institution
• Consular legalization
• Notarial Services Attorney