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                                                party only when it is recorded into the

                                                companyûs register of shareholders. For a

                                                public limited company, Section 58 of the Public

                                                Limited Company Act of Thailand prescribes
                                                that the share transfer shall be valid upon

                                                the transferorûs endorsement of the share

                                                certificate, which shall specify the name of

                                                the transferee, be signed by both parties and

                                                be delivered to the transferee. Such share

                                                transfer may be raised against the company

                                                once the company has received the request for

                                                registration of the share transfer, and may be

                                                raised against a third party only when it is

                                                recorded into the companyûs register of

                                                shareholders. In the case of a company listed
                                                on the SET, Thailand Securities Depository Co.,


                                                Ltd. (the çTSDé) will act as its registrar, and
                                                the transfer of listed shares can be made through

                                                the TSDûs scripless system.


                                                In the acquisition of shares, either in the case

                                                of shares in a private limited company or a

                                                listed or non-listed public company, it is

                                                common for the transferor and transferee to

                                                execute a share purchase agreement (the

                                                çSPAé). To cope with the uncertainty of



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