As part of the Chamber’s efforts in clarifying laws and regulations in connection with the COVID-19 pandemic, we have asked Tilleke & Gibbins, a Corporate Member of the Thai-Norwegian Chamber of Commerce to clarify which laws are applicable in regards to criminal liabilities for directors of companies in Thailand.
New Law on Criminal Liabilities for Directors: Elimination of Strict Liability Presumption
Moving to a senior position within an organization always comes with added responsibilities. As a company director in Thailand, not only are you expected to manage the smooth operation of your business, but you must also ensure that your company does not commit any offenses or you do not omit to give instruction or take action under various laws that could result in you, as the director, being held separately liable for the offenses along with your company.
Many laws in Thailand contain a provision stating that, in the event an entity commits an offence, its directors, manager, or the person responsible for the business operations of that entity (collectively referred to here as the “director” or “you”) will be criminally and personally liable on the same grounds (or will receive a fine or imprisonment term at a different level, as the case may be). Examples of such legislation include the Act Prescribing Offences Relating to Registered Partnerships, Limited Partnerships, Limited Companies, Associations, and Foundations B.E. 2499 (1956); the Immigration Act B.E. 2522 (1979); and the Consumer Protection Act B.E. 2522 (1979).
If you are the director of a company that commits a crime, these laws—and others like them that include a similar provision—establish a strict liability presumption that you are automatically presumed guilty along with your company, unless you can prove to the court that you did not take part in the offence, or you undertook reasonable measures to prevent your company from committing the offence. This means the burden of proof lies with you, as the defendant.
This strict liability presumption has been established in Thailand for decades, and it exists in various pieces of legislation. However, this principle came under challenge in a Constitutional Court decision in 2012.
To read the full summary, please click on the below link.
The measures above reflect current laws, but changes may occur as the under the current COVID-19 pandemic. We will continue to update you of any such changes as this situation develops.
For more information on the impact of COVID-19 on corporate legal matters, please contact Chusert Supasitthumrong on [email protected].