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泰國董事責任 Responsibility of Directors

Updated: Jul 28, 2020

泰國民商法律 – 董事責任 👩‍🏫



1. 股份金額確實繳納;

2. 法律規定的各類帳簿和文書,已備有妥善保管;

3. 按照法律規定正確的分配紅利和利息;

4. 正確的按照股東大會決議來執行。

此外,禁止董事以從事公司營業有相同性質或相競爭的產業,不管其事為個人利益還是他人利益; 或沒有得到股東大會的同意入股成為與公司營業有相同性質或相競爭的合夥人。








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.

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本次泰國民商法修法重點 1. 發起人的最低人數從三個人減少到兩個人 2. 公司必須在登記章程後3年內成立,否則視為無效 3. 董事會會議現在可以以電子方式召開,除非公司章程禁止此方式 4. 會議的法定人數將減少到兩名股東或代理人 5. 有限公司的合併必須經股東特別會議批准