Section Code: 1150 - 1170

Thai Civil and Commercial Code


Part 3: Management of Limited Companies

Part 2: Directors

Section 1150. Number and Remuneration of the Directors

The number and remuneration of the directors shall be fixed by a general meeting.

Section 1151. Appointment or Removal of Director

A director can be appointed or removed only by a general meeting.

Section 1152. First Ordinary Meeting

At the first ordinary meeting after the registration of the company and at the first ordinary meeting in every subsequent year one-third of the directors, or, if their number is not a multiple of three, then the number nearest to one-third must retire from office.

Section 1153. Director Resignation

Any director who wishes to resign from his post shall tender his resignation letter to the company. The resignation shall take effect from the date of resignation letter reaches the company.

The director who resigns under paragraph one here of may notify the Registrar of his resignation.

Section 1154. Director Bankruptcy or Incapacity

If a director becomes bankrupt or incapacitated, his office is vacated.

Section 1155. Director Vacancies

Any vacancy occurring in the board of directors otherwise than by rotation may be filled up by the directors, but any person so appointed shall retain his office during such time only as the vacating director was entitled to retain the same.

Section 1156. Appointment Period for Substituted Director

If a general meeting removes a director before the expiration of his period of office, and appoints another person in his stead, the person so appointed shall retain his office during such time only as the removed director was entitled to retain the same.

Section 1157. Registration of the Change of Directors or Directors

When there is a change of a director or directors, the company shall effect the registration thereof within fourteen days from the date of such change.

Section 1158. Director’s Powers

Unless otherwise provided by the regulations of the company, the directors have the powers described in the six following sections.

Section 1159. Quorum Needs for Directors to Act

The subsisting directors may act notwithstanding any vacancy among them but, if and so long as their number is reduced below the number necessary to form a quorum, the subsisting directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company but for no other purpose.

Section 1160. Directors can reduce number for a quorum

The directors may fix the quorum necessary for the transaction of business at their meetings and unless so fixed the quorum shall (when the number of directors exceeds three) be three.

Section 1161. Shareholder Voting Rights

Questions arising at any meeting of directors are decided by a majority of votes, in case of an equality of votes the chairman has a casting vote.

Section 1162. Directors Meeting

A director may at any time summon a meeting of directors.

Section 1163. Meeting Chairman

The directors may elect a chairman of their meetings, and fix the period for which he is to hold office, but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holding the same, the directors present may choose one of their members to be chairman of such meeting.

Section 1164. Delegation of Powers to Managers

The directors may delegate any of their powers to managers or to committees consisting of members of their body. Every manager or committee shall, in the exercise of the power so delegated, conform to any order or regulation that may be imposed on them by the directors.

Section 1165. Committee Voting

Unless otherwise provided by the delegation, questions arising at any meeting of a committee shall be decided by a majority of votes of the members; in case of an equality of votes the chairman has a casting vote.

Section 1166. Defective Appointment

All acts done by a director shall, notwithstanding that it be afterwards discovered that there was some defect in his appointment, or that he was disqualified, be as valid as if such person had been duly appointed and was qualified to be a director.

Section 1167. Relations between Directors, Company, and Third Persons

The relations between the directors, the company and third persons are governed by the provisions of this Code concerning Agency.

Section 1168. Standard of Care for Directors

The directors must in their conduct of the business apply the diligence of a careful business man.

In particular they are jointly responsible:

  1. For the payment of shares by the shareholders being actually made;
  2. For the existence and regular keeping of the books and documents prescribed by law;
  3. For the proper distribution of the dividend or interest as prescribed by law;
  4. For the proper enforcement of resolutions of the general meetings.

A director must not without the consent of the general meeting of shareholders, undertake commercial transactions of the same nature as and competing with that of the company, either on his own account or that of a third person, nor may he be a partner with unlimited liability in another concern carrying on business of the same nature as and competing with that of the company.

Section 1169. Claims against Directors

Claims against the directors for compensation for injury caused by them to the company may be entered by the company or, in case the company refuses to act, by any of the shareholders.

Such claims may also be enforced by the creditors of the company in so far as their claims against the company remain unsatisfied.

Section 1170. After Approval of General Meeting, Director no longer liable

When the acts of a director have been approved by a general meeting, such director is no longer liable for the said acts to the shareholders who have approved them, or to the company.

Shareholders who did not approve of such acts cannot enter their action later than six months after the date of the general meeting on which such acts were approved.