What is the power of a corporate director in Thailand?
...especially what actions require a unanimous vote?
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if you recognize your questions here, this also serves as your Q&A backup and as a library of similar Q&A from other clients as well.
If you have any questions about business law in Thailand, please feel free to send us your question and we will find the answers for you.
So, here is our answer
Directors are the persons appointed and entrusted by the Company’s shareholders to perform duties conforming with the Company’s objectives and shareholders’ determinations. The authority of directors will be defined in the company incorporation application and once the incorporation is completed, this will be spelled out in the Company’s Certification Document. For example, any two directors may sign documents on behalf of the Company; or you may limit the scope of a director’s power to a specific task e.g. to sign documents to be submitted to the immigration office, customs and revenue department. A director may resign or be removed by the shareholders.
The law does not require unanimous vote. The company may choose to implement unanimous voting as one of its conducts. If it choose to do so, this requirement will be stated during the company incorporation application and thereafter in the Company’s (AOA) Articles of Association, once the company incorporation is completed, or may be later amended after the initial company incorporation is completed. However, generally, the majority votes in directors’ and shareholders’ meetings are sufficient. Special resolutions (i.e. no less than ¾ of vote from all shareholders attending the meeting and who have the right to vote) from the shareholders’ meeting is required for certain matters such as capital increase or decrease, company dissolution, amalgamation, amendment of MOA (Memorandum of Association) or AOA (Articles of Association).
Please note that, Article 1168 of the Civil and Commercial Code protects the Company from directors’ fraudulent. For example, directors (or their representatives) must not compete with the Company’s business or hold shares in a competitor of the Company unless shareholders’ resolution allow him/her to do so.