THAI LAW - Share holders
 |
| Thai law |
Thai law | When setting up a company, it is important to be aware of the importance of the shareholders. You may want to set yourself up as the Managing Director but that position doesn’t hold any real power over the company and is just another employee. The real force behind the company are the shareholders. They are the real owners. They control everything to do with the company from direction to major decisions. If your company has a problem, a shareholders meeting needs to be called and the shareholders can vote on a solution to the problem. Voting is not always straightforward with one vote per share. This depends upon the way the company was set up. There may be preference shareholders and the regulations may state how many votes are allocated per share. i.e. 5 votes per share, 10 votes per share etc.
As a majority shareholder you can do as you please with the company because you own most of the company and therefore in full control. The Managing Director can not dictate to a majority shareholder the policies or the execution of those policies. He/she is not in control. The Managing Director’s responsibility is to understand the strategy set up by the shareholders and execute policies accordingly. If the Managing Director fails to fulfill his duties or refuses to act in the best interests of the company then they can be held responsible for an offence against the company. This is an offence under Thai law and can incur a penalty be it a fine or a spell in prison. Offences such as:
• A 20,000 baht fine for not making public a shareholders meeting.
• 50,000 baht fine if the balance sheet and accounts are not kept up to date.
• A sentence up to 7 years for changing the names of shareholders in order to steal shares. This is a serious offence.
Whether the company is a small one, a large company or a public company, Managing Directors are still just employees. Their task is to adhere to the needs of the shareholders and should conduct their work efficiently and with transparency. There are many occasions in Thailand where a foreigner has set up a company and made a family member the Managing Director. Because the role is seen as the highest position, they often abuse their responsibilities and fail to fulfill their duties. There are many cases like this in the courts of Thailand. It needs to be remembered that offences committed against the company are criminal and not a civil offence and can end up with a custodial sentence.
ไม่มีความคิดเห็น:
แสดงความคิดเห็น