Author: parinyawatk

Before buying shares in a private company limited in Thailand, a prospective shareholder should consider a broad range of legal issues in order to make sure that their proposed investment is not subject to unnecessary risks and potential problems. This article will point out and discuss several of the more important legal matters which a prospective shareholder should consider before proceeding, including share transfer procedures, share purchase agreements, implications of the Foreign Business Act BE 2542 (1999) (FBA as well as various other issues such as shareholder agreements.   Review of Articles of Association (AoA) and Shareholder Agreements Two of the most important things which a prospective buyer should investigate are the target company’s AoA and any existing shareholder agreements as they can contain important conditions which can impact the running of the company[1] and impact other important matters such […]

Good Corporate Governance (“GCG”) practices are extremely important because they can help to ensure that a company is managed and controlled in an ethical, transparent and accountable way. In Thailand, corporate governance standards for a Thai Company Limited are primarily governed by the Civil and Commercial Code (CCC). This article shall examine what is required for a Limited Company in Thailand to implement effective and robust GCG practices as well as practical tips which directors should follow when adhering to GCG.   Good Corporate Governance and Shareholders A Thai Company Limited must ensure fair and professional treatment of its shareholders. Practical GCG measures with respect to shareholders include the following: Providing clear and legally compliant advance notice of all shareholders’ meetings (Annual General Meetings or AGM and Extraordinary General Meetings or EGM) to the shareholders which at a minimum involves […]

The Articles of Association (AoA or Articles) play a vitally important role in the governance of a Thai limited company as they are basically the company’s internal corporate rules. The AoA are initially decided at the company’s statutory meeting which is held as part of the company formation process. The Articles not only regulate the relationship between shareholders, directors, and the company itself but they also set out the legal framework within which corporate powers are to be exercised. This article shall examine various issues including enforcement and amendment of the AoA and what provisions are typically contained in AoA for a company limited in Thailand.   What are the AoA under Thai law? The AoA are recognized by the Civil and Commercial Code of Thailand (CCC) as a binding internal contract that governs the legal relationship between: The company […]

Section 420 of the Thai Civil & Commercial Code (CCC) provides that “a person who, willfully or negligently, unlawfully injures the life, body, health, liberty, property or any right of another person, is said to commit a wrongful act and is bound to make compensation therefore”. Thus pursuant to the legal concept of liability for wrongful acts under the CCC, a person can only be compensated if their lawsuit can prove the existence of the following four elements which are required in order to prove that a wrongful act was committed. 1.Willful or Negligent Act It must be proven that the accused party acted willfully or failed to exercise the degree of care that a reasonable person would ordinarily exercise to avoid the foreseeable harm. 2.Causing Actual Damage It must be proven that the victim suffered actual damage, such damage […]

Foreign nationals (i.e. non-Thai citizens) seeking employment in Thailand need to obtain both a Non-Immigrant B visa and a work permit. The process is regulated by the Immigration Bureau and the Employment Department, Ministry of Labour. The employer of the foreign applicant must be a legally registered Thai entity, typically this is a company limited but the employer could be another other type of juristic person, such as a branch office[1] or a representative office. This article outlines the step-by-step process, key requirements, and practical considerations for both the employer and the employee with respect to applying for a work permit and a Non-B visa (and extension), based on the assumption that the employer is a company limited that is registered in Thailand.   Overview To work legally in Thailand, a foreigner shall need the following: A Non-Immigrant “B” (Business) […]