Understanding the Types of Shares for Companies in Thailand: A Comprehensive Guide

Shares are the building blocks of ownership in a company, representing a claim on the company’s assets and earnings. In Thailand, as in many other countries, companies have various types of shares they can issue to investors. Each type of share carries distinct rights and characteristics. In this comprehensive guide, we’ll explore the different types of shares available for companies in Thailand, their features, and how they impact ownership and governance.

1. Ordinary Shares (Common Shares)

Ordinary shares, also known as common shares, are the most common type of shares issued by companies in Thailand. These shares confer several important rights to their holders:

• Voting Rights: Ordinary shareholders typically have the right to vote at company meetings, where they can influence key decisions, including the appointment of directors and approval of major transactions.
• Dividend Rights: Ordinary shareholders are entitled to a share of the company’s profits in the form of dividends, which are typically paid out in proportion to the number of ordinary shares held.
• Residual Claim: In the event of the company’s liquidation or winding-up, ordinary shareholders have a residual claim on the company’s assets after all debts and preferred shares have been settled.
• Transferability: Ordinary shares are generally freely transferable, allowing shareholders to buy and sell them on the open market.

2. Preferred Shares

Preferred shares are another type of share issued by companies in Thailand. These shares come with unique features and rights that distinguish them from ordinary shares:

• Dividend Priority: Preferred shareholders receive dividends before ordinary shareholders. The dividend rate is usually fixed, providing a predictable income stream to preferred shareholders.
• No Voting Rights: In most cases, preferred shareholders do not have voting rights or have limited voting rights. They typically cannot participate in major corporate decisions.
• Preference in Liquidation: In the event of the company’s liquidation, preferred shareholders have a preference over ordinary shareholders in terms of receiving their initial investment back.
• Cumulative or Non-Cumulative: Preferred shares may be cumulative or non-cumulative. Cumulative preferred shares accumulate unpaid dividends if the company does not distribute them, while non-cumulative shares do not.

Preferred shares are often used to attract investors seeking a steady stream of income with less exposure to the volatility of ordinary shares. They are particularly popular in industries like utilities and real estate.

3. Redeemable Shares

Redeemable shares are a type of share that can be repurchased or redeemed by the issuing company at a predetermined price or on specific redemption dates. These shares are often used for specific purposes, such as employee stock incentive plans or to raise capital for a particular project. Redeemable shares can help companies manage their capital structure and provide flexibility in shareholder arrangements.

4. Non-Voting Shares

As the name suggests, non-voting shares do not carry voting rights in the company. While shareholders holding these shares may still benefit from dividends and potential capital appreciation, they do not have a say in the company’s decision-making process. Non-voting shares are sometimes issued to maintain control within a specific group of shareholders or to raise capital without diluting voting control.

5. Preference Shares with Convertible Features

Preference shares with convertible features combine elements of both preferred and ordinary shares. These shares typically have preference rights when it comes to dividends and liquidation but also offer the possibility of conversion into ordinary shares at a specified conversion ratio or price. This provides shareholders with the opportunity to benefit from potential capital appreciation while enjoying the stability of preferred share dividends.

6. Founders Shares

Founders shares are often issued at the inception of a company and are typically owned by the founders or initial investors. These shares may come with special rights or privileges, such as enhanced voting power or first refusal on future share issuances. Founders shares are a way to recognize the contributions of those who played a pivotal role in the company’s early stages.

7. Treasury Shares

Treasury shares are shares that a company has previously issued and subsequently repurchased. These shares are held by the company itself and do not have voting rights or receive dividends. Treasury shares can be reissued or cancelled, providing flexibility in managing the company’s share capital.

8. Bearer Shares (Rare)

While not common, bearer shares exist in some jurisdictions, including Thailand. Bearer shares are unregistered, and the person who physically possesses the share certificate is considered the owner. However, due to concerns about transparency and potential misuse, many countries, including Thailand, have moved away from allowing bearer shares.

9. Employee Stock Options

Employee stock options are not a separate class of shares, but they represent the right for employees to purchase company shares at a predetermined price, often at a future date. This type of arrangement is used to incentivize employees and align their interests with the company’s performance.

10. Restricted Shares

Restricted shares are typically issued to employees or other individuals with restrictions on their sale or transfer. These restrictions may include a holding period during which the shares cannot be sold or requirements related to performance targets. Restricted shares are used to motivate and retain key personnel.

Considerations for Issuing Different Types of Shares

When a company decides to issue various types of shares, several considerations come into play:

• Ownership Structure: The choice of share types can influence the ownership and control structure of the company. It’s essential to align share types with the company’s strategic goals and the preferences of existing and potential investors.
• Access to Capital: Different share types can serve different purposes in raising capital. Preferred shares, for example, may attract income-oriented investors, while ordinary shares are suitable for those seeking capital appreciation.
• Voting Rights: The allocation of voting rights among shareholders can impact corporate governance and decision-making. Companies should carefully consider the distribution of voting rights when issuing different share types.
• Dividend Policy: Preferred shares come with predetermined dividend rates, which can impact a company’s dividend policy. Companies need to manage their dividend obligations to various shareholder classes effectively.
• Convertible Features: If issuing preference shares with convertible features, companies should be prepared for potential conversions that can impact share ownership and control.

Conclusion

In Thailand, as in many countries, the issuance of different types of shares allows companies to tailor their ownership structure, attract diverse investors, and achieve specific financial and strategic goals. Each type of share carries distinct rights and characteristics, impacting voting power, dividend entitlements, and liquidation preferences. Careful consideration of share types is essential for companies looking to raise capital, manage ownership, and align with the needs and preferences of shareholders. Ultimately, the choice of share types should align with the company’s long-term vision and strategy.

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