Author: Ryan Crowley

Part 2 – Due Diligence for the Purchase of a Company Limited in Thailand

There are several types of legal entities that are available to new investors in Thailand, each with its own requirements.

If an investor is considering purchasing an existing company limited which is registered in Thailand,

Pursuant to the legal concept of liability for wrongful acts under the Thai Civil and Commercial Code (CCC),

  Nature & Management of Company Limited Nature of a Company Limited: A limited company is formed with the registered capital divided into shares, and the liability of the shareholders is limited to the amount (if any) that remains unpaid on the shares that are respectively held by them. Management of a Company Limited: Every limited company shall be managed by a director or directors under the control of the general meeting of shareholders and according to the regulations (Articles of Association) of the company. Amending the Company’s Memorandum & Articles of Association: After the company is duly registered at the DBD no regulations may be made and no additions to or alterations of the regulations or of the contents of the memorandum may be adopted except by passing a special resolution[1] at the general meeting of the shareholders (i.e. […]

  Overview of Thailand’s Product Liability Act (2008)   Purpose of the Act The main purposes behind this legislation were to: Instill greater consumer confidence in products in Thailand and to better protect the public from dangerous or defective products; Simplify the previous legal approach to product liability which was overly complicated and instead make it easier for injured persons to receive justice and fair compensation.   Scope of the Act This Act offers consumers considerable protection given that it provides that ‘Business Operators’[1] are subject to a legislative regime whereby they can be held jointly liable to affected persons who have suffered ‘damage’ from ‘unsafe products’ which have been ‘sold, distributed to, dispensed or given to’ consumers, regardless of whether the damage was intentionally or negligently caused by the Business Operator(s).   The purpose of making the various Business […]