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When a shareholder of a Thai limited company dies, the company carries on. The shares become part of the estate and pass under the deceased's will, or by law if there is none. The company adds the heir to its share register only once it receives proper evidence of succession (Civil and Commercial Code s. 1132); what counts as proper evidence is something to agree with the company in each case, since no official guidance sets out a fixed document list. If the heir is a foreign national and foreign holdings in the company reach half of its capital, the company becomes a "foreign company" under the Foreign Business Act — inheriting the shares brings no exception from that rule.
In short
- The company does not end when a shareholder dies; only who owns and who runs it changes.
- The shares are part of the estate, whether a will covers them or not.
- The company registers the heir on proper evidence of succession (Civil and Commercial Code s. 1132); the required documents are worth confirming with the company directly.
- The Foreign Business Act's threshold — half or more of the company's capital held by foreigners — applies to an heir exactly as it applies to a buyer.
- If the sole director dies, the general meeting of shareholders — not the remaining staff — appoints a new one.
What happens to the shares after the owner dies
Shares in a Thai company are movable property, not land. Thai conflict-of-laws rules, as Thai lawyers and legal scholars describe them, send the succession of movable property to the law of the deceased's domicile at the time of death. A Thai condo unit or a plot of Thai land works differently: Thai law governs those regardless of where the owner lived. For a foreign shareholder, this distinction matters, because it means the shares can end up governed by a law other than Thai law.
Thai law itself has no forced heirship. A will can leave a statutory heir — a child, a parent, a spouse — nothing at all (Civil and Commercial Code s. 1646). Many home countries work differently. German law, for instance, gives certain close relatives who are left out of a will a monetary claim against the heirs for a share of the estate's value — the Pflichtteil (German Civil Code (BGB) s. 2303) — which can be lost only on grounds set out by statute. Other legal systems may give close relatives comparable claims under their own law. Because Thai conflict rules point to the law of domicile for movable property, a reserved share like that can, in principle, reach Thai company shares even where Thai law alone would not have protected the same heir.
A foreign law is not applied automatically, though. Whoever relies on a foreign forced share, or a foreign will, in a Thai case has to prove the content of that foreign law to the Thai court; if it is not proved, the Thai court applies Thai law instead (Supreme Court No. 4027/2545). Our lawyers treat this as a reason to settle the question inside the will itself, rather than leave it to be argued after the fact.
One thing is never inherited at all: the surviving spouse's half of marital property. Under Civil and Commercial Code ss. 1625 and 1533, that half already belongs to the spouse and never becomes part of the estate, whatever the will says.
The domicile question above does not arise for a Thai condo or land — those always follow Thai law, including the separate one-year rule (Condominium Act ss. 19/5 and 19/7) for a foreign heir who cannot keep an inherited condo unit.
A will for the shares: Thai or home-country
The common structure for a foreigner with Thai assets is two wills: a Thai will covering the shares, the condo or the land registered in Thailand, and a separate will at home for everything else. Civil and Commercial Code ss. 1655–1663 set out five forms a Thai will can take: an ordinary written will signed before two witnesses present together, a holographic will entirely in the testator's own hand, a public document made at a district office, a sealed secret will, and an oral will. Our guide on how to make a will in Thailand walks through each form and how the two wills are kept from contradicting one another.
An executor named in a foreign will cannot simply step in and deal with Thai company shares. A foreign grant of probate or letters testamentary has no force in Thailand; the executor acts on Thai assets only after a Thai court appoints them, typically as administrator of the estate.
Here is a typical scenario, not a specific case: a foreigner names an executor in a home-country will and assumes that document alone lets the executor vote the Thai shares. It doesn't — the company still needs a Thai court order first, naming someone with authority over the Thai estate. A similar situation is set out in our typical case on keeping a Thai will and a home-country will consistent.
A foreign heir and the Foreign Business Act threshold
The Foreign Business Act treats a Thai company as "foreign" once foreign nationals or foreign-owned entities hold half or more of its capital (s. 4). The Act draws no distinction between a foreigner who bought the shares and one who inherited them. If an inheritance tips the company's foreign holding to half or above, the company falls under the Foreign Business Act's restrictions on that business: List 1 activities are closed to it outright, List 2 activities need Cabinet approval, and List 3 activities need a licence from the Director-General — each tested against the specific activity the company carries on, not a blanket exemption. A Foreign Business Licence or BOI promotion only helps if it already covers that activity.
The lawful ways to run the business are the same ones open to any foreign investor: a Foreign Business Licence or BOI promotion covering the specific activity, or a genuine restructuring in which Thai shareholders hold, fund and control more than half the capital in their own right — not as nominees for the foreign heir.
Separately from the Foreign Business Act question, the shares can trigger inheritance tax in their own right. The Inheritance Tax Act B.E. 2558 taxes only the part of what one heir receives from one deceased person above THB 100 million: 5% for descendants and ascendants, 10% for other taxable heirs, with a surviving spouse outside the Act entirely. Unlisted shares, including shares in an ordinary Thai limited company, are valued at their book value from the previous accounting period, and the return is due and the tax payable within 150 days of receiving the inheritance that creates the liability (Inheritance Tax Act s. 17).
We look at how the shareholding will change after an inheritance before any papers are filed, not after — the foreign-ownership threshold and the tax exposure are both worth checking separately, before the estate is distributed and before the change in shareholders is registered.
When the director dies: who runs the company and the account
A director's authority ends the moment they die; it is personal to them and does not pass to an heir (Civil and Commercial Code ss. 826, 1167). If other directors remain but their number falls below the quorum the articles require, Thai company law lets them do only two things: appoint enough new directors to restore the quorum, or call a general meeting of shareholders (ss. 1159, 1160). Neither happens by itself — someone has to act.
A new director is appointed by the general meeting of shareholders, not by remaining staff or by heirs informally taking charge. That is the position the Revenue Department itself took in ruling กค 0702/8342, when asked who may act for a company after its director's death. The meeting has to be called properly — shareholders holding at least one-fifth of the shares can require one to be called (s. 1173) — and the change of director must be registered with the Department of Business Development within 14 days (s. 1157).
None of this is decided by the bank. What follows from company law is that the company again has a director with signing authority once the meeting appoints one and that appointment is registered with the Department of Business Development. Whether and how the bank reactivates access to the company's account on that basis is a separate question to confirm with the bank itself; account access does not resume automatically under company law alone.
Here is a typical setup, not a real case: two shareholders, one holding 80% of the shares and serving as sole director, the other holding the remaining 20%. If the director dies, the minority shareholder alone cannot appoint a replacement — holding one-fifth of the shares lets them require that a meeting be called (s. 1173), and if the directors do not call the meeting within 30 days of the request, s. 1174 allows the requesting shareholders to call it themselves — though how these provisions apply when the company has no director left at all is something to check separately. Any meeting still needs the quorum the articles set. The articles' quorum rule has to be read together with Civil and Commercial Code s. 1178, which requires at least two shareholders or proxies to be present before the meeting can proceed at all — a single minority shareholder cannot meet that requirement alone, whatever the articles say. We advise agreeing now, while both shareholders are alive, on who calls the meeting and what quorum applies if one of them is no longer there.
What the articles and shareholder agreement should say
A company's own articles can restrict how shares are transferred, and what they say may matter once an heir tries to be registered under Civil and Commercial Code s. 1132; how far such restrictions can be enforced against an heir is not something we treat as settled either way. Our lawyers check the articles and the signing rules before a will is drafted, rather than assume a standard form will work for this particular company.
A shareholders' agreement is different from the articles: under Civil and Commercial Code s. 1600, the deceased's rights and duties generally pass into the estate along with the shares, except rights that were personal to the deceased, such as a role reserved to them by name — though whether a particular clause binds the heirs and the company specifically is a separate question. Whether a buy-sell clause triggered by death actually binds the heirs, gives the company a right to enforce it, and how its price is worked out are all things to have checked specifically — we do not treat such a clause as a ready-made buy-out mechanism until they have been.
What to check before the will is drafted:
- whether a second director, or a clear order of signing authority, is already in place;
- what quorum the articles set for a general meeting, and who is entitled to call one;
- the deceased's domicile, and whether a home-country forced share could reach the Thai shares;
- how the inheritance affects the shareholding, and whether foreign holdings reach half or more of the company's capital.
A quick reference
| Subject | What the law says | What to decide now |
|---|---|---|
| The shares | Movable property; pass under the will or, failing that, by law; a home forced share may reach them through the deceased's domicile | Which country's forced-heirship rules might apply, and whether to address this in the will |
| Share register entry | The company registers the heir only on proper evidence of succession (s. 1132) | Who will act as administrator, and what evidence the company will ask for |
| Director's authority | Ends at death; a new director is appointed by the general meeting, not informally (RD ruling กค 0702/8342) | Who can call a meeting if the sole director is gone |
| Company bank account | Confirm with the bank once a new director is appointed and registered; account access is not automatic under company law alone | Whether a second signatory should already be in place |
| Status under the Foreign Business Act | The company becomes "foreign" once foreign holdings reach half the capital (s. 4); inheritance is no exception | Whether the heir's share could push the company over that line |
| Inheritance tax | Only above THB 100 million from one deceased; 5% for descendants and ascendants, 10% for others, spouse exempt | Whether the shares' book value is likely to approach the threshold |
What to do next
Deciding who takes over a Thai company — on paper and in the bank's eyes — works better as something agreed while everyone involved can still sign it. If you hold shares in a Thai company, or you are named as its director, it is worth checking three documents now: the articles, the shareholder list, and any shareholders' agreement. Send them to us and we will reply within 24 hours; we fix the cost of the work before it starts and deliver documents in two languages.
Our service for making a Thai will is built for exactly this situation — bringing the shares, a Thai will and, where it matters, a home-country will into one consistent plan. For the court process that eventually puts an heir on the share register, see our guide to estate administration for foreigners.
