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Sample translations submitted: 3
Thai to English: Shareholders' Agreement (excerpt) General field: Law/Patents Detailed field: Law: Contract(s)
Translation - English 3. Right of First Refusal
Regardless of any circumstances, it is prohibited to the Group B shareholders to sell, transfer, dispose of the Company shares or benefits derived from such shares for the benefit of any other party, unless such sale, transfer, or disposal is performed in accordance with the following stages:
3.1. In case where a Group B shareholder wishes to sell, transfer or dispose of all or part of their shares for the benefit of a third party (“shareholder willing to sell the shares”), the shareholder willing to sell the shares shall send a notice regarding transfer of the shares to the Group A shareholders (“shareholders who received the notice regarding transfer of the shares”). The said notice regarding transfer of the shares shall comprise at least the following details:
(A) Amount of shares offered for sale or transfer (“shares offered for sale”);
(B) Name of the prospective buyer of the shares offered for sale (“third party willing to purchase shares”); offered sale price set forth in cash (“sale offer price”); other terms and conditions applied for the offer of the shares to the third party;
(C) Certification of the fact that the third party willing to purchase shares is a person intending to pay the sale offer price in good faith as per the provisions of the notice regarding transfer of the shares;
(D) Certification of the fact that the shareholders who have received the notice regarding transfer of the shares will have the right to purchase the shares offered for sale according to the rate of current shareholding for the price and under the conditions not exceeding the ones offered by the party willing to sell the shares to the third party (as specified in the notice regarding transfer of the shares); and
(E) Certification of the fact that the offer of the sale of shares to the shareholders who received the notice regarding transfer of the shares is irrevocable.
3.2. After the shareholder have received the notice regarding transfer of the shares, such shareholder who received the notice regarding transfer of the shares will have the right to refuse the purchase of shares offered according to the rate of current shareholding for the price and under the conditions set forth in the notice regarding transfer of the shares (“right of first refusal”). In case where a shareholder who received the notice regarding transfer of the shares wishes to purchase the shares offered for sale, such shareholder who received the notice regarding transfer of the shares shall notify the shareholder willing to sell the shares in writing (“letter of consent to exercise the right of first purchase”) within [•] ([•]) days as from the date of receipt of the notice regarding transfer of the shares (“period of exercise of the right of first refusal”).
In case where the Group A shareholder has received the notice regarding transfer of the shares and declined the offer to purchase of shares offered according to the rate of current shareholding, the offer shall be sent once again to the next shareholder who received the notice regarding transfer of the shares; the shares shall be offered to the second shareholder according to the rate of current shareholding for the price and under the conditions as specified in the notice regarding transfer of the shares. This process of sending notices regarding the transfer of shares shall be repeated till all the shareholders who received the notice regarding transfer of the shares refuse to exercise their right to purchase the shares.
In case where no letter of consent to exercise the right of first purchase has been sent to the shareholder willing to sell their shares within the prescribed period of time (period of exercise of the right of first refusal), it shall be deemed that the shareholders who received the notice regarding transfer of the shares have waived their rights to purchase the shares offered for sale. The shareholder willing to sell their shares will thus have the right to sell all or part of their shares to a third party. The sale or transfer in question may not be performed in accordance with the terms and conditions more beneficial than the ones offered through the notice regarding transfer of the shares. Moreover, the party willing to sell their shares to a third party shall execute an Accession Agreement.
3.3. In case of the exercise of the right of first refusal, the shareholders who received the notice regarding transfer of the shares are able to assign another person as the buyer and/or holder of the said shares.
3.4. In the course of sale-purchase of all shares offered through the notice regarding transfer of the shares, it shall be deemed that the shareholder willing to sell their shares certifies with the other shareholders and/or assigned person(s) who sent the letters of consent to exercise the right of first purchase that the shareholder willing to sell their shares has full ownership of the shares offered for sale, and the said shares are free from any encumbrances.
3.5. The sale-purchase of all shares offered through the notice regarding transfer of the shares shall be completed within [•] ([•]) days as from the day of receipt of the letter of consent to exercise the right of first purchase or within any other period of time to which the parties may agree in writing. The shareholders are aware of the fact that the sale-purchase of shares offered for sale shall be performed in accordance with the applicable legal provisions (including the relevant legal provisions applied to any groups of shareholders); this includes the prior consent of the Group A shareholders.
4. Tag Along Right
4.1. In case where
(A) Any Group B shareholder wishes to sell their shares;
(B) None of the Group A shareholders exercised their right of first refusal under clause 3; and
(C) The Group B shareholder offers their shares for sale or transfer to a third party;
And such an act results in changes of the shareholding structure of the company affecting more than 25% of all the issued company shares and voting rights (as per accumulation of shares), the said Group B shareholder shall provide a tag along right to the Group A shareholders (“shareholders who possess the tag along right”) to jointly sell their shares in the course of the said transaction. Namely, the third party willing to purchase the shares offered for sale shall purchase the shares of the shareholders who possess the tag along right (according to the shareholding right of such shareholders who possess the tag along right in the Company), subject to the terms and conditions not differing from those specified in the notice of transfer of the shares (“tag along right”).
4.2. The shareholders who possess the tag along right shall send a written notice to declare their intention to exercise their tag along right to the shareholder willing to sell their shares within the period prescribed for exercise of the right of first refusal.
4.3. In case of proper exercise of the tag along right, the shareholder willing to sell their shares shall let the third party willing to purchase the shares offered for sale purchase the shares of the shareholders who possess the tag along right for the price and under the terms and conditions not inferior than those specified in the notice of transfer of the shares. The shareholders who possess the tag along right shall certify that the shareholder willing to sell their shares has full ownership of the shares offered for sale, the said shares are free from any encumbrances, and the owner has full legal capacity to execute a Sale-Purchase Agreement and related Share Transfer Agreement.
4.4. In case where upon the expiration of the period specified in clause 4.2, the shareholders who possess the tag along right have not exercised their tag along right, the shareholder willing to sell their shares will thus have the right to sell all or part of their shares to a third party for the price and under the terms and conditions not inferior than those specified in the notice of transfer of the shares. The sale-purchase shall be carried out as specified in clause 3.
5. Drag Along Right
4.1. In case where
(A) Any Group A shareholder wishes to sell their shares;
(B) None of the shareholders exercised their right of first refusal under clause 3;
(C) The said Group A shareholder is not able to sell their all their shares to a third party willing to purchase the shares of minor shareholders; and
(D) The said Group A shareholder offered all or part of their shares for sale to the third party willing to purchase the shares on the condition that the portion of sold shares will exceed 49% (forty-nine percent) of the total amount of shares issued by the Company;
The rest of the shareholders shall agree to sell all their shares to the third party willing to purchase the shares in the amount needed via the Group A shareholder willing to sell their shares (according to the rate of shareholding) for the price of not less than THB [•] ([•]) per share, subject to the terms and conditions not inferior to those offered by the Group A shareholder willing to sell their shares to the third party willing to purchase the shares. In such a case the Group B shareholders holding shares to be sold through execution of the drag along right agree that the drag along rights under clause 5 are exercised in good faith and for the best benefit of the company.
Notwithstanding the foregoing paragraph, in case of transfer of all or part of the shares owned by the Group A shareholders to [•] or in case of transfer of all or part of the shares owned by the Group B shareholders to [•], as the case may be, such transfer is approved and is not subject to restrictions applied to transfer of shares under clause 2, right of first refusal under clause 3, tag along right under clause 4, or drag along right under clause 5, as long as the related party notifies the other shareholders in writing within [•] ([•]) days prior to the transfer of shares, and such transfer of shares does not negatively affect the Company or business activities carried out by the Company and does not violate the provisions of any agreement of which the Company is a party.
6. Company Directors
6.1. The Board of Directors of the Company consists of 1 (one) director, namely, [•], appointed and approved by the General Meeting of Shareholders as per the offer of the Group A Shareholders.
6.2. The Group A shareholders are entitled to claim for appointment or dismissal of the director via sending a written notice to the director, as well as to propose a new director to be appointed instead of the director whose dismissal is claimed for, to either the Board of Directors or the General Meeting of Shareholders, as the case may be.
6.3. The director authorized to put signatures and bind the Company shall be approved by the Group A shareholders; the number of directors authorized to put signatures and bind the Company is set as 1 (one) director.
6.4. The Board of Directors of the Company may constitute any number of persons as designated by the Group A shareholders.
6.5. In case where the position of the director is vacant due to any reason apart from expiration of term of office, any shareholder may convene a Meeting of Shareholders; the person proposed under clause 6.1 shall occupy the vacant position of the director. The newly appointed director shall occupy the position for the period not exceeding the rest of the term of office of the resigned director.
Thai to English: Appeal plea transaltion (excerpt, sensitive data deleted) General field: Law/Patents Detailed field: Law (general)
Translation - English ….
Clause 2. Both plaintiffs wish to respectfully notify the Supreme Court that they wish to disagree with the judgment rendered by the Court of Appeal – both in the part of the issues of fact and in the part of legal issues. Both plaintiffs therefore wish to file an appeal to the Supreme Court pleading to consider the said issues of fact and legal issues. Both plaintiffs wish to respectfully notify the Supreme Court as follows:
The Court of Appeal has held that “...it may be seen that the dispute in question involves a conflict between the directors and shareholders regarding financial aspect, and this dispute originates from family matters. It is not a matter of a company director causing losses to shareholders and the said shareholders using their rights to file a lawsuit and claim compensation from the director under the provisions of the Civil and Commercial Code, Section 1169. The Court of Appeal upholds the dismissal ordered by the Court of First Instance”.
Both plaintiffs wish to respectfully notify the Supreme Court that the first plaintiff was the director authorized to sign documents binding the company from ……….., 20.., till …………., 20.., and retained the position of the sole authorized director afterwards, from …………., 20.., till ……………, 20…. Currently, the first plaintiff is merely the shareholder of the company. Therefore, upon consideration of the role and responsibilities of the first plaintiff, it may be seen that the first plaintiff ceased to be the authorized director of the …………….. Co., Ltd. since ………….., 20…. In reality, since ………………., 20…, and till present, the first defendant and the second defendant have been acting as the authorized directors of the ……………….. Co., Ltd.; thus, the first defendant and the second defendant have been in charge of management of the company; this management involves preparation of the company accounts for the ………………. Co., Ltd. as well.
….
As for the performance of both defendants, the …………….. Co., Ltd. has been generating income since 20.. till present; therefore, the first defendant and the second defendant have the duty to prepare and submit financial statements since 20.. till present. Nevertheless, the first defendant and the second defendant have been neglecting their duties and have not been preparing and submitting financial statements since 20.. till present; such performance is by all means illegal.
Therefore, despite the fact that the first defendant and the second defendant state that they have been acting within the business objectives of the company, the first defendant and the second defendant still did not deliver the rental income of the ……………….. Co., Ltd. which the first defendant and the second defendant were obligated to collect on daily basis and deliver to the ………………. Co., Ltd. Therefore, the performance of both defendants is deemed as acting in bad faith while managing the company and violating their legal duties; such performance caused losses to the ……………. Co., Ltd., as the company lost all the income since ………………., 20.., and till present. The said performance also deprived the first plaintiff and the second plaintiff in their capacity of the shareholders of the company of the income they were entitled to, namely, their share of the profits and dividends from the ……………………. Co., Ltd. Therefore, the aforementioned performance of the first defendant and the second defendant in their capacity of the authorized directors of the ……………………… Co., Ltd. caused losses to the ……………………. Co., Ltd. The first plaintiff and the second plaintiff in their capacity of the shareholders of the company have assumed responsibility; namely, the first plaintiff and the second plaintiff are entitled to investigate operations and/or management of the company directors; if the company generates income, it shall pay dividends as permitted by the general meeting of shareholders. In case the directors manage the company in a way that makes the said company, or its shareholders suffer losses, the shareholders may file a lawsuit in their own names under the provisions of the Civil and Commercial Code, Section 1169.
…..
English to Thai: Localization Sample (CAT tool: Crowdin) General field: Other Detailed field: Other
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Legal translator with 14+ years of professional experience, including 9 years as an in-house legal translator at an international law firm in Bangkok, Thailand.
I specialize in Thai ↔ English legal translation and localization, including:
• contracts and commercial agreements
• court documents and litigation materials
• regulatory and compliance texts
• corporate communications and financial documentation
My work focuses on accuracy, terminological consistency, and evidentiary reliability, which is essential for legal and regulatory materials.
In addition to human translation, I provide LQA and MTPE for legal, regulatory, and business content using established QA workflows and CAT tools.
Secondary working languages: Ukrainian and Russian. Spanish reading proficiency for document review and comprehension.
Based in Argentina, working remotely with clients worldwide.
All work is performed using licensed commercial software and secure cloud providers. Client materials are handled confidentially under standard security practices (2FA, access control, encrypted storage). AI tools are limited to paid professional tools and used only where appropriate for the project.
Keywords: Thai to English translation, English to Thai translation, legal translation, translating contracts, court documents, immigration, regulatory compliance, financial documents, regulatory translation, legal terminology. See more.Thai to English translation, English to Thai translation, legal translation, translating contracts, court documents, immigration, regulatory compliance, financial documents, regulatory translation, legal terminology, Thai legal translator, law firm translation, remote translator, MTPE, LQA. See less.
