The Shareholder Register for limited company "A simple matter that has become complicated." One of the pain points for company owners and shareholders is that they have never known what a Shareholder Register is, why it is necessary, and what it is used for?

Many shareholders understand that the list of shareholders submitted to the Department of Business Development, Ministry of Commerce (also known as Form Bor. Or. Jor. 5), is considered evidence and correct information of the names and addresses of shareholders.

In reality, according to the law, what shareholders in limited companies must know is that the Civil and Commercial Code has laid down important legal principles regarding the Shareholder Register in 4 sections, and the Act Determining Offences Relating to Register Partnership, Limited Partnership, Limited Company, Association and Foundation, B.E. 2499 (1956) in another 3 sections, as specified at the end of this article.

The Shareholder Register is required by law to be prepared by limited companies from the date of company registration and kept at the company's office. The Shareholder Register must contain the details as prescribed by law.

The important objective is to record all information about shareholders, whether it is name, address, number of shares, volume of shares held, as well as various items such as recording changes in the shareholder's own information or changes in the number of shares, trading or transfer of shares, pledge of shares, as well as various conditions of the prohibition on share transfer (with conditions) or conditions for share transfer that are intended to be notified to shareholders, etc.

The information contained in the Shareholder Register for limited companies shall be considered the most accurate and reliable. If the list of shareholders submitted to the Department of Business Development, Ministry of Commerce, contains statements that contradict or are inconsistent with the Shareholder Register, the company must adhere to the information appearing in the Shareholder Register as a priority, including the name and address for sending meeting invitation documents, which must refer to accurate and reliable information as required by law.

In social reality, most shareholders are unaware of and have not prepared a Shareholder Register for limited companies because they understand that the list of shareholders submitted to the Department of Business Development, Ministry of Commerce (also known as Form Bor. Or. Jor. 5), is considered evidence and correct information of the names and addresses of shareholders.

From this article, shareholders must know that limited companies are required to prepare a Shareholder Register because the law requires it to be done. The list of shareholders submitted to the Department of Business Development, Ministry of Commerce, is not sufficient, and the company may be subject to penalties as prescribed by law!

Civil and Commercial Code

Section 1138: A limited company must have a register of shareholders containing the following particulars:

(1) The names, addresses and occupations, if any, of the shareholders, a statement of the shares held by each shareholder, distinguishing each share by its number and the amount paid or agreed to be considered as paid on the shares of each shareholder;

(2) The date on which each person was entered in the register as a shareholder;

(3) The date on which any person ceased to be a shareholder;

(4) The numbers and date of certificates issued to bearer or to a named shareholder and the respective numbers of shares entered in each certificate;

(5) The date of cancellation of any name or bearer certificate.

Section 1139: The register of shareholders commencing from the date of the registration of the company shall be kept at the registered office of the company. The register shall be open to inspection by the shareholders during business hours, subject to such reasonable restrictions as the directors may impose, but not less than two hours a day.

It shall be the duty of the directors to send once at least in every year to the Registrar a copy of the list of all shareholders at the time of the general meeting and of all persons who have ceased to be shareholders since the date of the last general meeting. Such list shall include all particulars specified in the foregoing section and shall be sent not later than fourteen days after the date of such meeting.

Section 1140: Any shareholder is entitled to require the delivery of a copy of such register or any part thereof on payment of a sum not exceeding five baht.

Section 1141: The register of shareholders is presumed to be correct evidence of any matters directed or authorized by law to be inserted therein.

Act Determining Offences Relating to Register Partnership, Limited Partnership, Limited Company, Association and Foundation, B.E. 2499 (1956)

Section 10: Any limited company which does not have a register of shareholders as provided in Section 1138 of the Civil and Commercial Code shall be liable to a fine not exceeding 20,000 baht.

Section 11: Any limited company which fails to keep the register of shareholders or, upon request by the shareholders, fails to make such register available for inspection by the shareholders under Section 1139 paragraph one of the Civil and Commercial Code shall be liable to a fine not exceeding 20,000 baht.

Section 26: Any director of a limited company who fails to send a copy of the list of shareholders and of persons who have ceased to be shareholders under Section 1139 paragraph two of the Civil and Commercial Code shall be liable to a fine not exceeding 10,000 baht.

LAS / Legal Advance Solution

Thundthornthep Yamoutai

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