泰國董事責任 Responsibility of Directors
Updated: Jul 28, 2020
泰國民商法律 – 董事責任 👩🏫
The Civil and Commercial Code – Responsibility of Directors
Section 1168: Standard of Care for Directors
In particular they are jointly responsible:
1. For the payment of shares by the shareholders being actually made;
2. For the existence and regular keeping of the books and documents prescribed by law;
3. For the proper distribution of the dividend or interest as prescribed by law;
4. For the proper enforcement of resolutions of the general meetings.
A director must not without the consent of the general meeting of shareholders, undertake commercial transactions of the same nature as and competing with that of the company, either on his own account or that of a third person, nor may he be a partner with unlimited liability in another concern carrying on business of the same nature as and competing with that of the company.
Section 1169: Claims against Directors
Claims against the directors for compensation for injury caused by them to the company may be entered by the company or, in case the company refuses to act, by any of the shareholders.
Such claims may also be enforced by the creditors of the company in so far as their claims against the company remain unsatisfied.
Section 1170: After Approval of General Meeting, Director no longer liable
When the acts of a director have been approved by a general meeting, such director is no longer liable for the said acts to the shareholders who have approved them, or to the company.
Shareholders who did not approve of such acts cannot enter their action later than six months after the date of the general meeting on which such acts were approved.