You or your spouse holds shares in a company, or runs a shop or factory of your own. When divorce comes, the usual questions are: must the shares be divided, can the other spouse claim part of the land, vehicles and cash the company owns, and how do you find out how much the other side really holds. This guide answers only that angle: the date the shares were acquired, the source of the money, dividends, and separating company assets from the shareholder's assets.
The general rules on divorce and dividing marital property are in Divorce, Dividing Marital Property and Child Custody. If your spouse is a foreigner, see Divorcing a Foreigner in Thailand, and if you suspect the other side is moving assets, see evidence when a spouse transfers assets before divorce.
The short answer
Whether shares are personal or marital property depends on when they were acquired and with what money. Assets owned by the company are not the spouses' property. Only the shares, or their value, can be divided.
Legal basis Under Civil and Commercial Code Section 1471, property a spouse held before the marriage, and property acquired by inheritance or a gift, is personal property. Section 1474 treats property acquired during the marriage, and the fruits of personal property (paragraph 1 (3)), as marital property. On divorce, Section 1533 divides marital property in equal shares. Shares in a limited company are property, so these rules apply to them. The company, however, is a separate juristic person and its assets belong to the company.
Our practical view Do not start with "what does the company own". Start with three questions: who is the shareholder on the evidence, when were the shares acquired, and what money paid for them. Once those are answered, what remains is valuation and mechanics, which are usually easier to agree than a fight over individual company assets. The outcome depends on the facts and the court's discretion, and we cannot promise a result in advance.
Hypothetical example Somsri and Wichai, a couple in Khon Kaen, are divorcing. Wichai holds 60 percent of a construction company. He bought the first block of shares before the marriage and a second block after it, using money from a joint account. The company owns land and several trucks. Here the first block is likely personal property, the second block is likely marital property, and the land and trucks belong to the company, not to either of them.
1. The company is a juristic person: who owns its land, cash and vehicles?
A registered limited company is a juristic person separate from its shareholders. Land, bank balances, vehicles and machinery held in the company's name belong to the company. A shareholder owns shares, not each individual company asset.
- A spouse who is not a shareholder cannot ask the court to divide the company's land or vehicles as ordinary marital property.
- What a court may divide or consider is the shares that are marital property, or their value.
- If the spouses' money or assets were put into the company, for instance as a loan to it or an asset bought in its name, check whether it was recorded as a loan, an investment or a capital increase, because each has a different effect.
- If an owner uses the company to avoid dividing property, for instance by moving personal assets into it without a business reason, that is a question of fact that needs clear evidence.
A shareholder who is a director should also not use company money personally. For the separation principle, see Family Business: Roles, Pay and Decision Rules.
2. When were the shares acquired and where did the money come from?
| How the shares were acquired | What to check |
|---|---|
| Held before the marriage | The acquisition date on the share certificate, transfer instrument or incorporation papers |
| Bought during the marriage with purely personal-property money | A clear source, such as proceeds from selling personal property |
| Bought during the marriage with salary or income earned during the marriage | Account statements and the date the shares were paid for |
| Received by inheritance or a gift | The will, the deed of gift, and wording stating whose it is |
| Shares from a capital increase during the marriage | The capital-increase resolution, the receipt for payment and the source of funds |
The date that matters is when the shareholder actually had the right to the shares, not always the date the register was amended. If shares were bought before the wedding but only recorded in the register after it, look at when the agreement and payment occurred. Mixing two kinds of money is a common problem. If part of the price came from personal property and part from marital property, the case should be analysed on its facts with a lawyer.
3. Checking the registers and share documents
Evidence about shares sits in several places. Compare them rather than rely on one document.
- Shareholder list (BOJ.5) The company files it with the Department of Business Development at least once a year, and it can be requested from the Department. It is not conclusive proof of who owns the shares.
- The company's share register The company must keep this itself. It records names, number of shares and transfers. A transfer of registered shares must be entered under Section 1129 before it can be relied on against the company and third parties.
- Share transfer instrument Registered shares must be transferred in writing, signed by transferor and transferee and witnessed by at least one witness (Section 1129). Check the date and the price in it.
- The company's articles They may restrict transfer of registered shares (Section 1129), which matters if shares are to be transferred to the former spouse in settlement.
- Financial statements and meeting minutes Look for dividend resolutions, capital increases and loans between the company and shareholders.
For how the BOJ.5 relates to rights in shares and rights to inspect documents, see Minority Shareholder Rights in Thai Companies. A spouse who is not a shareholder has no shareholder rights in the company, so getting information beyond what is public may require steps within the court case. Do not access the other side's email or accounts without permission, which may breach the Computer Crime Act and data-protection law.
4. Dividends and director's salary
A dividend is a share of profit according to shareholding (Section 1200) and may be paid only by resolution of a general meeting and only out of profit (Section 1201). If the shares are personal property, their fruits are marital property under Section 1474 (3). Dividends received during the marriage therefore fall within marital property even though the shares themselves are personal property.
Also separate dividends from salary. A salary or director's fee pays for work, while a dividend is a return on capital. In family businesses some owners take a low salary and high dividends, or the reverse, so check several years rather than one.
- A dividend declared but not yet paid may raise the question of whether the right arose during the marriage.
- Retained profit the company has not distributed is not a dividend received by the shareholder, but it affects the value of the shares.
- If the owner delays dividends or takes money out as a loan, check the loan papers and resolutions.
5. How different business forms are treated
| Form of business | Effect on division | Evidence to gather |
|---|---|---|
| Sole proprietorship (not a juristic person) | Business assets belong to the owner, so each asset is classified as personal or marital by how it was acquired | Commercial registration, asset list, title documents, income and expense records |
| Ordinary partnership or limited partnership | A registered partnership is a juristic person holding its own assets apart from the partners; what can be divided is the partner's rights in the partnership | Partnership agreement, certificate, record of capital contributed |
| Limited company | Assets belong to the company; the shares or their value are divided | BOJ.5, share register, transfer instruments, financial statements |
A sole proprietorship has no juristic person in between, so you go through the assets one by one, such as machinery, stock, land and the business bank account, and classify each by date and source of funds. For partnerships and companies, treat the entity as owning its own assets. Check the juristic-person certificate issued by the Department of Business Development for type and capital.
6. Capital increases, shares in other people's names, and cautions
Capital increases during the marriage If a shareholder buys new shares in a capital increase with marital funds, the new shares are likely marital property even if the original shares are personal property, and the percentage held changes. Ask for the capital-increase resolution, proof of payment for the shares and the registration of the increase.
Shares held in another person's name Sometimes one spouse suspects the other had a relative, friend or employee hold shares for them. Be especially careful here. The name on the share register is evidence a court gives weight to, and whoever claims that shares held in someone else's name belong to the spouse needs other supporting evidence: who paid for the shares, which account the money came from, whether there is a message or document recording the arrangement, and who actually received the dividends. Look into this through lawful channels and with a lawyer. Do not open another person's email, banking app or social accounts, and do not accuse third parties publicly. If foreign nominee shareholding is involved, the foreign business law should also be considered.
7. How are the shares valued?
Once it is settled which shares are marital property, the question is what they are worth. Three approaches are common.
- Book value Use the shareholders' equity in the latest financial statements. It is quick and easy to check, but may not reflect the value of land, customers or goodwill.
- Agreed value The spouses agree a figure themselves. It works where there is trust and should be written clearly in the divorce agreement.
- Independent valuation Used when there is a dispute. A valuer may consider assets, operating results and any restrictions on transferring shares. The court may appoint or accept a report as appropriate.
Points to settle in advance: which date is used for valuation, that a non-controlling stake may be worth less than its proportionate share of assets, and how and when a spouse who takes cash instead of shares will be paid. If the articles restrict transfers, actually giving shares to the other spouse may not be possible, so compensation paid by the existing shareholder is often used instead.
If you want to keep a business separate in advance, see the prenuptial agreement guide.
8. Situation, likely classification, evidence needed
| Situation | Likely classification | Evidence needed |
|---|---|---|
| Shares bought before the marriage with own money | Personal property | Transfer instrument, share certificate, proof of payment, marriage certificate |
| Shares bought after the marriage with salary or marital funds | Marital property | Account statements, transfer instrument, share register |
| Shares bought after the marriage with proceeds from selling personal property | May be personal property (depends on proving the source of funds) | Contract for the earlier sale, money in and out records |
| Dividends received during the marriage on pre-marriage shares | Marital property (Section 1474 (3)) | Dividend resolution, account entries |
| New shares from a capital increase during the marriage paid with marital funds | Marital property for the new shares | Capital-increase resolution, receipt for payment |
| Land and vehicles in the company's name | Company assets, not the spouses' | Title deeds, vehicle registration, financial statements |
| Shares in a relative's or friend's name | Not yet determined; must be proved | Proof of payment, arrangement, who received dividends |
9. Sample document-request list
The list below is a sample to send to the other spouse or their lawyer. Adapt it to the real business.
Re: Request for documents on shares and the business to support a property settlement
1) Company name, juristic person registration number and current shareholding
2) Latest shareholder list (BOJ.5) and the past ____ years
3) Copy of the company's share register
4) All share transfer instruments and proof of payment for the shares
5) The company's current articles of association
6) Financial statements for the past ____ years and the latest statements
7) Meeting resolutions on dividends and capital increases
8) Record of dividends and director's pay received over the past ____ years
9) Record of loans between the company and shareholders or directors
10) List of the company's significant assets (land, vehicles, machinery)
11) A statement whether any shares are held on behalf of another person (if so, details)
Please provide these within ____ days. If any cannot be provided, please state why.
10. Checklist for spouses with shares or a business
Share evidence
- Request the latest and past BOJ.5 from the Department of Business Development
- Gather share certificates, transfer instruments and the share register as far as lawfully possible
- Check the articles on share transfers
Dates and source of funds
- Build a table of the date each block of shares was acquired against the marriage registration date
- Find evidence of the source of money used to buy shares and for capital increases
- List dividends and director's pay received during the marriage
Company assets
- Separate the company's asset list from the shareholder's own assets
- Check loans between the company and the shareholder or spouse
Valuation and handling
- Agree the valuation method and valuation date
- Ask a lawyer about transfer restrictions and paying in cash instead of shares
- Do not access the other side's accounts or devices without permission
Further reading
- Divorce, Dividing Marital Property and Child Custody — general divorce and marital property rules
- Family Business: Roles, Pay and Decision Rules — salary versus dividends and separating company money
- Minority Shareholder Rights in Thai Companies — BOJ.5, the share register and information rights
- Divorcing a Foreigner in Thailand — when a spouse is a foreigner
- Evidence when a spouse transfers assets before divorce — what to do and not do
- Prenuptial agreement: what to agree — keeping a business separate in advance
Whether shares are marital property turns on the date acquired, the source of the money and the dividends. Company assets are not the spouses' property. What gets divided is the shares or their value.
We help check shareholder registers, organise evidence about shares and dividends, and negotiate or litigate business-related property division in divorces. For an initial consultation, call +66 92 254 2045 or send us the details. See also our family law practice and family business advisory.
This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.
