The pledge provides security in terms of performance by transferring a movable property from pledger to pledgee. Therefore, anything considered movable property can be pledged, even an instrument. An instrument is a document in which the issuer promises payment or right to a specific person, such as a bill of lading, a bill of exchange, or a share certificate.
In the case of a share pledge, the share certificate is not pledged property but what is pledged is the right to that share. A share certificate is only a certificate that certifies the right over that share to the owner.
Based on our experience, there are specific requirements for the share pledge as prescribed under the Civil and Commercial Code (“CCC”), including:
In practice, the share pledge is used as security for collateral. The Pledger gets the money, and the Pledgee gets the right over such pledged share. While the shares are pledged, the dividend is still paid to the shareholders.
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Fabian, a founding partner of FRANK Legal & Tax, is a German-trained lawyer with expertise in corporate/commercial and real estate law, and litigation, and has been living and working in Thailand since 2005.