Shareholder Agreement Thailand

” (1) A shareholder nominee, either a natural person or a corporation that is registered as the shareholder of the partially foreign company, but does not actually invest in the company, has the financial means to pay its shares, nor has an economic interest in the company, nor has any form of control over the company. When SOEs grant loans, SOEs are subject to detailed rules regarding the granting of company loans to company directors or employees. If the articles do not contain provisions relating to directors` compensation, directors` compensation must be approved by at least two-thirds of shareholders at a meeting. Civil obligation The relationship between directors, society and third parties is governed by Agency law. A company can sue a director for a loss it inflicts on the company. Since directors are generally the only persons entitled to take legal action, the civil and commercial code provides that any shareholder or creditor of the company can bring such an action against a director. Content3_3To provide information for shareholder decision-making, an entity must, when it receives a takeover bid, appoint an advisor to a shareholder who makes a statement of recommendation on the offer and sends it to shareholders within 15 business days. If the offer is changed, the entity must re-state a recommendation for the offer and send it to shareholders within five business days from the date the entity received such a change in the offer. Shareholders of a company. In the event of a vacancy on the board of directors, other directors may, unless statutory insurance is prohibited, fill the vacancy for the director`s outstanding term. Rules for transactions with related persons A director, director or associate partner may only enter into a transaction with the entity or subsidiary with the agreement of a general meeting of shareholders, with the exception of the following transactions; Under Thai law, shares are considered property. Thus, the shares may be held by another type of trustee.

If the economic beneficiary of the shares recovers the shares held by the Thai shareholder, the economic beneficiary may seize and withdraw the shares under the law, as the shares were fiduciary in nature. In this regard, the list of shareholders is considered evidence in accordance with Thai law, but the list is not conclusive evidence that the shareholders are the true owners.