タイM＆A：クロージングプロセス

本記事では、タイにおけるM＆Aクロージングプロセスの一例を紹介します。案件の態様で詳細なプロセスは異なりますが、必要に応じてご参考ください。

ITEM	DAY	Actions	Relevant Documents	Remark
A.		Hold EGM to approve the transfer of the Offered Shares in the Company between BUYER and SELLER	1)     List of Attendance of EGM and	According to Article XX of AOA of the Company, a quorum of every general meeting of shareholders shall consisted  of more than 2/3 of all shares issued by the Company. According to Article YY (b) of AOA of the Company, any matter regarding transfer of share in the Company to a new shareholders (other than affiliates) shall be approved by a special resolution of the general meeting (i.e., by a majority vote of not less than three-fourth) (3/4) of all votes of the shareholders present a the meeting and eligible to vote). Subject to item H, EGM may also be required to approve the amendment of the foreign shareholding ratio as required by BOI.
B		Apply the change of shareholding proportion of Thai shareholders with the BOARD of Investment (BOI)	2)     Application for the change of shareholding; 3)     Update list of	According to specific condition, Clause AA, of BOI Promotion , Clause BBB, of BOI promotion Certificate, all shares of the Company shall be held by Thai nationals not less than 35 percent of registered capital of the Company. Thus, the change of shareholding proportion which makes the shareholding proportion of Thai nationals less than 35 percent of the Company’s capital shall be approved by the BOI . In this regard, the BOI approval will normally take approximately 7 days as from the date of application submission.
C		BOI grants approval for the change of Clause 4 of Specific Condition of BOI Promotion Certificate in regard to the Thai Shareholding.	Approval letter of BOI
D		Effective date of the acquisition of the Offered Shares in the Company by BUYER from SELLER	i)      Share Purchase Agreement between SELLER   ii)     and BUYER iii)   Share Transfer document iv)   Receipt of Share Price Payment v)    Cancelled Share Certificate vi)   issued to SELLER representing the Offered Shares vii)  New Share Certificate viii) Update list of shareholders reflecting the share transfer	*Please note that Thai law require a minimum of 3 shareholders in a private company limited at any time.
J		Request for the change of condition according to BOI’s approval in item H in BOI Promotion Certificate	ix)   Copy of Approval letter of BOI; x)    Update list of shareholders of the Company reflecting the share transfer xi)   Updated list of shareholders of the Company before the share transfer	*The change of condition in BOI promotion certificate will normally take approximately 7 days from the date of submission of required documents.