Legal service for foreign clients
Shareholder Disputes and Director Liability in Thai Limited Companies in Thailand
Partnerships that began on trust with nothing written down are the ones that reach court at the highest cost.
Quick answer
Shareholder conflict in Thai limited companies usually traces to four things: directors acting without a proper resolution, minority holders shut out of information and dividends, share transfers made contrary to the articles, and deadlock between two equal blocks. The available tools run from inspecting the share register and requisitioning an extraordinary meeting, through annulling defective resolutions and suing directors on the company's behalf, to asking the court to wind the company up when nothing else remains. From THB 45,000.
From THB 45,000 — From THB 45,000 for the analysis and the formal notices; litigation with interim applications is priced by court level. · Analysis in ten business days, filing in four to six weeks
Who this is for
- Minority holders receiving neither accounts nor dividends
- Co-founders removed from the board without notice
- Foreign investors suspecting a Thai partner has exceeded authority
- Directors sued over a commercial decision
- Partners wanting a priced exit without litigation
What you receive
- An analysis of the articles, any shareholders agreement and the relevant past resolutions
- Formal requests to inspect records and to requisition an extraordinary meeting
- A share valuation to support buy-out or separation talks
- Pleadings to annul resolutions or pursue directors, with interim relief where needed
- A settlement fixing the share transfer, the payment schedule and the release of all claims
Documents to prepare
- Registration papers for the company together with the most recently filed list of holders
- The articles of association and any shareholders agreement
- Minutes of shareholder and board meetings
- Three years of financial statements filed with the commercial registrar
- Evidence of capital contributions and the disputed bank movements
How it works
5-step process
- 1
Read the articles before making allegations
Director authority and transfer mechanics live in each company's own articles, and arguing from the general law without reading them usually frames the wrong issue.
- 2
Exercise information rights before suing
A written request for the register and the accounts often yields enough facts, and a refusal becomes useful evidence later.
- 3
Separate loss to the company from loss to the shareholder
Claims that conflate the two are easily dismissed: the action against directors belongs to the company, and a shareholder may bring it only within the limits the law allows.
- 4
Control the register and signing authority during the fight
Registering a change of directors mid-dispute shifts the balance instantly, so monitoring registry filings is a daily task rather than a side one.
- 5
Aim at an exit rather than a judgment
The best outcomes end with a buy-out at an agreed price, because winning inside a company you must still run together rarely solves anything.
FAQ
Frequently asked questions
With only 10% of the shares, can I inspect the accounts?
A shareholder may inspect the register and the minutes as the law provides, while deeper accounting records usually need a resolution or a court order, so a formal written request is the necessary first move.
A director took company money — is that a civil or criminal matter?
Both routes are open: a criminal misappropriation complaint applies pressure faster while the civil claim recovers the money with interest, and many matters run them in parallel so the evidence reinforces itself.
Two equal blocks cannot agree — what now?
In order: negotiate a buy-out, use any mechanism in the shareholders agreement, and only if nothing works petition the court to wind the company up on the ground that it can no longer operate.
What happens to a resolution from an improperly convened meeting?
A shareholder can ask the court to annul it within the short statutory window; let that pass and the resolution stands despite the obvious defect.
How does a foreign investor holding 49% protect itself?
Through articles that reserve defined matters to a special resolution, board nomination rights, transfer restrictions and monthly information rights, all written before the money goes in rather than after trouble starts.
Must the company fund a director's defence?
It depends on the articles and any resolution; many Thai companies have no indemnity provision at all, leaving the director to fund the defence until proper conduct is established.
Related services
Corporate & M&A Lawyer — Due Diligence, Joint Venture
Mid- to large-cap deals under FBA, BOI, JV — structuring and protection.
Civil Litigation — Contract Breach & Damage Claims
Trial team across all Thai civil courts — from complaint to enforcement.
White-Collar and Corruption Cases — Defence That Starts at the Internal Inquiry
The most damaging statement is usually made in a company meeting room, not an interview room.
Written by: Thai Law & Accounting Services — attorneys and licensed accountants
Reviewed by: Reviewed by a Notarial Services Attorney registered with the Lawyers Council of Thailand.
Last updated: 2026-08
Information as of August 2026. Government fees and processing times change — verify with the relevant agency before acting, or let our team verify for you.