Rights of Shareholders in Limited Companies

Registration Transactions and Penalties

• Must provide accurate registration transactions as per the registrar's order.

• Obligation to assist the registrar and auditors in examining business operations.

• Penalties for non-compliance include fines up to 2,000 Baht for unregistered business activities and false transactions.

• Continuous offenses related to non-registration incur daily fines of up to 100 Baht until compliance.

• Failing to replace a lost commercial registration certificate results in a penalty of up to 200 Baht, with continuous offenses leading to daily fines of up to 20 Baht.

• Serious dishonest practices such as deceitful actions or counterfeit goods can lead to the revocation of the commercial registration certificate, prohibiting further business operations.

• Conducting business post-revocation can incur hefty fines up to 10,000 Baht, imprisonment for up to one year, or both.

Establishment and Management of Partnerships

• An ordinary partnership is formed when two or more individuals invest together, requiring a designated managing partner to handle registration at the commercial registration office.

• A limited partnership can only be managed by partners with unlimited liability (general partners).

Modifications and Liquidation of Partnerships

• Changes, modifications, or liquidation of partnerships must be registered at the relevant commercial registration office.
• It is necessary to follow the legal methods and criteria for the registration of any alterations.

Required Changes for Registration

• Partnerships must register changes to:
  • Name and location of the head office.
  • Objective of the partnership.
  • Details about partners, including the managing partner.
  • Limitations on the managing partner's powers.
  • Partnership seal and any other relevant transactions.

Registration of Companies

• Companies must register in two main steps:

  • Memorandum registration
  • Establishment registration.

• Changes to registered transactions, such as capital increase/decrease and company mergers, must also be registered within 14 days of the resolution.

Registered Transactions for Companies

• Registered changes include:

  • Modifications to the memorandum.
  • Capital adjustments (increase/decrease).
  • Company mergers.
  • Changes to directors or company regulations.

• Liquidation requests must be submitted within 14 days from the liquidation date.

Shareholder Rights

• Shareholders have specific rights under Thai law, including:

  • Right to receive assets upon liquidation, proportionate to shareholding, after creditor payments.
  • Right to vote in general and extraordinary meetings on key matters like director appointments and financial resolutions.

• Shareholders can sue directors for damages caused to the company and have the right to inspect company books and accounts.

• The Supreme Court ruling limits shareholders’ rights to inspect company accounts, affirming access is primarily to company books during business hours as per Sections 1206 and 1207 of the Thai Civil and Commercial Code.

This quiz covers the essential rights of shareholders in limited companies, highlighting how these rights differ from those in ordinary or limited partnerships. It focuses on key aspects such as asset distribution upon liquidation and the priority of creditor claims. Test your knowledge on the intricacies of shareholder rights.