Company and Partnership Offenses in Thailand
Thailand has strict laws regulating the operation of companies and partnerships. Unlike in some other jurisdictions, violations of company and partnership laws are criminal offenses in Thailand and may result in either imprisonment or fines depending on the severity of the offense. Therefore, it is imperative, especially for foreign entrepreneurs who are less familiar with the Thai legal system, to become familiarized with the offenses related to operating a company or partnership in Thailand in order to minimize their legal liability. For the convenience of our clients, we have prepared the following chart listing some offenses under the Company and Partnership Offenses Act of B.E. 2499 (1956) and their respective penalties:
|Failure to issue a share certificate to each shareholder or if a share certificate is issued in invalid format||10,000 baht fine|
|Failure to issue a certificate to bearer if it authorized by the company regulations||20,000 baht fine|
|Failure to maintain a registry of shareholders|
|Failure to register additions or amendments to the company by-laws|
|Failure to register change of directors within 14 days|
|Failure to notify the government of a change of the company address|
|Failure to organize annual general meetings|
|Failure to prepare and file a balance sheet according to the Civil and Commercial Code|
|Failure to distribute a dividend to shareholders|
|Destruction by the company director of company property that has been pledged||3 years imprisonment or 60,000 baht fine|
|Concealment or transfer of company property by the company director in order to cause damage to a creditor in light of an imminent lawsuit by the creditor||3 years imprisonment or 60,000 baht fine or both|
|Falsification or destruction of company documents by the company director in order to deceive shareholders to lose rights to which they are entitled||7 years imprisonment or 140,000 baht or both|
The Company and Partnership Act also specifies a few offenses for which one may not necessarily be the company director in order to be held guilty or which apply before the company is registered. An example is an offense which is the situation where a person attends company meetings and deceives the company into believing that he is a shareholder or a proxy. Another is where a promoter publicly makes false statements in order to convince someone to subscribe to the shares of a company.
Company law in Thailand is complex. Foreign entrepreneurs interested in registering a company in Thailand are advised to consult with competent legal counsel.
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Siam Legal is an international law firm with experienced lawyers, attorneys, and solicitors both in Thailand law and international law. This Thailand law firm offers comprehensive legal services in Thailand to both local and foreign clients for Litigation such as civil & criminal cases, labor disputes, commercial cases, divorce, adoption, extradition, fraud, and drug cases. Other legal expertise of the law firm varied in cases involving corporate law such as company registration & Thailand BOI, family law, property law, and private investigation.