泰國民商法律 – 董事責任
董事之職責義務標準
董事對以下行為需共同承擔責任:
- 股份金額確實繳納;
- 法律規定的各類帳簿和文書，已備有妥善保管;
- 按照法律規定正確的分配紅利和利息;
- 正確的按照股東大會決議來執行。
此外，禁止董事以從事公司營業有相同性質或相競爭的產業，不管其事為個人利益還是他人利益; 或沒有得到股東大會的同意入股成為與公司營業有相同性質或相競爭的合夥人。
對董事的索賠-第1169條
如果董事造成公司損失，公司可以起訴董事承擔責任，如果公司不起訴的情況下，任何一名股東可以提起訴訟。
此外，上訴訴訟請求，公司的債權人在對公司的請求範圍內，可以申請執行。
獲得股東大會批准後，董事就不再承擔其責任-第1170條
當任何董事所做的行為是在取得股東大會同意後，該董事不須對投贊成票的股東和公司承擔責任。
股東大會同意起屆滿六個月後，未投贊成票的股東不得再提起訴訟。
The Civil and Commercial Code – Responsibility of Directors
Section 1168: Standard of Care for Directors
In particular they are jointly responsible:
- For the payment of shares by the shareholders being actually made;
- For the existence and regular keeping of the books and documents prescribed by law;
- For the proper distribution of the dividend or interest as prescribed by law;
- 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.
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