ทนายความ การกำกับดูแลกิจการ ที่ดีที่สุดใน กรุงเทพมหานคร

1. About การกำกับดูแลกิจการ Law in Bangkok, Thailand

การกำกับดูแลกิจการ in Bangkok refers to the set of rules and practices that govern how companies are run, how directors fulfill their duties, and how information is disclosed to investors and regulators. In Bangkok, these rules come from national laws and sectoral regulations enforced by regulators such as the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

Boardroom practices, fiduciary duties, related party transactions, and disclosure obligations are central to governance. Bangkok-based companies must comply with the Civil and Commercial Code, the Public Limited Companies Act, and the Securities and Exchange Act, among others. These laws aim to protect shareholders and maintain market integrity in Thailand’s capital market.

Strong corporate governance supports investor confidence and market efficiency in Thailand.

2. Why You May Need a Lawyer

Here are concrete, Bangkok-specific scenarios where engaging a การกำกับดูแลกิจการ lawyer is essential.

• A Bangkok company plans to go public or list new securities and needs to align its governance structure with SET and SEC requirements. A lawyer can map board composition, independence criteria, and disclosure controls.
• You are facing a regulatory inquiry about related party transactions or potential breach of fiduciary duties by directors of a Bangkok-based listed company. A lawyer can assess exposure and prepare a regulatory response.
• Shareholder disputes arise after a Bangkok annual general meeting, including voting rights, quorum issues, or minority protections. An attorney can advise on remedies and enforceable resolutions.
• Your Bangkok firm plans a major related party transaction or executive compensation change that triggers heightened disclosure and approval requirements under Thai law. A lawyer can draft contracts and obtain necessary approvals.
• Compliance programs for internal controls, whistleblower policies, and audit committee effectiveness are required for a private company seeking investment from Bangkok-based funds. A lawyer can design and implement governance frameworks.
• You need to file or rectify financial statements with the Department of Business Development (DBD) or the SEC after a corporate restructuring in Bangkok. A lawyer coordinates disclosures and registrations to avoid penalties.

3. Local Laws Overview

Bangkok-based businesses operate under several key Thai laws and regulations that shape governance practices. The following are foundational and frequently referenced in corporate governance matters.

Civil and Commercial Code (ประมวลกฎหมายแพ่งและพาณิชย์)

This code provides the general framework for company formation, contracts, directors duties, and shareholder rights. It remains the backbone for corporate governance when the detailed rules in sector-specific statutes do not apply. For specific provisions, consult official Thai text on the government legal repository.

Where to read the law: Krisdika, the Official Thai Government Gazette repository, hosts updated laws and amendments. You can search for ประมวลกฎหมายแพ่งและพาณิชย์ on Krisdika.

Public Limited Companies Act B.E. 2535 (พระราชบัญญัติบริษัทมหาชนจำกัด พ.ศ. 2535)

This act governs the formation, governance, and ongoing compliance of public limited companies. It sets rules for directors' duties, board composition, shareholder protections, and capital market eligibility. It is central to governance practices for Bangkok-listed and large private companies seeking external financing.

Where to read the law: Official texts are available via Krisdika at Krisdika.

Securities and Exchange Act B.E. 2535 (พระราชบัญญัติหลักทรัพย์และตลาดหลักทรัพย์ พ.ศ. 2535)

This act regulates securities issuance, trading, and market conduct. It sets disclosure obligations, insider trading prohibitions, and oversight powers for regulators such as the SEC. It is essential for Bangkok companies trading securities or seeking investment from Thai and foreign investors.

Where to read the law: Access the Thai text via Krisdika at Krisdika.

Regulatory guidance and governance codes: In Bangkok, regulators also publish governance guidelines for listed companies. The SET and SEC provide practical standards and reporting expectations to complement statutory law. See official resources for the latest guidelines.

Useful official resources

• Securities and Exchange Commission Thailand - Corporate Governance guidance and enforcement information: sec.or.th
• Stock Exchange of Thailand - Listing requirements and Corporate Governance Code for listed companies: set.or.th
• Department of Business Development - Company registrations, annual filings, and corporate governance notices: dbd.go.th

4. Frequently Asked Questions

What is corporate governance in Thailand, in simple terms?

Corporate governance in Thailand refers to how a company directs and controls its affairs, with emphasis on transparency, accountability, and fair treatment of shareholders. It guides board behavior, disclosures, and risk management.

What is the role of the SEC in Bangkok for a public company?

The SEC oversees securities markets, enforces disclosure rules, and investigates market misconduct. It ensures listed companies comply with securities laws and regulatory standards.

What is the difference between a private company and a public limited company in Bangkok?

A private company has restrictions on share transfers and fewer statutory disclosure requirements. A public limited company can raise funds from the public and is subject to stricter governance and reporting rules.

Do I need an independent director for my Bangkok company to comply with governance rules?

Public companies are typically required to have independent directors and an audit committee under the Public Limited Companies Act and SET guidelines. Requirements vary by listing status and transaction type.

How do I start planning a related party transaction in Bangkok to avoid governance issues?

Document the transaction with a formal board approval process, obtain independent director review if required, and disclose the transaction in annual and interim reports as mandated by law and regulator guidelines.

How long does it take to resolve a corporate governance dispute in Bangkok?

Resolution time varies widely based on complexity, but shareholder disputes can take several months up to a year through regulatory or court processes if applicable.

What are the costs of hiring a governance lawyer in Bangkok?

Costs depend on the matter's complexity, the lawyer’s experience, and engagement scope. Typical engagements range from a few hundred to several thousand USD per month for ongoing advisory services.

Do I need to consult a lawyer before a Bangkok shareholders meeting?

Yes. A lawyer can advise on proper notice, quorum, voting procedures, and compliance with disclosure obligations to reduce the risk of invalid resolutions.

What is the difference between the SET Corporate Governance Code and law?

The SET Code is a set of governance best practices for listed companies, while the law consists of enforceable statutes. The Code complements legal requirements and may be updated more frequently.

Can foreign investors participate on a Bangkok company board?

Foreign participation on boards is allowed but subject to company law, licensing conditions, and visa/immigration rules. Practical considerations include local expertise and regulatory compliance.

What should I do if I suspect non-compliance by a Bangkok company directors or auditors?

Contact the regulator with evidence, preserve documents, and consult a lawyer about the proper channels for reporting and remediation. Regulators may investigate and impose penalties if warranted.

5. Additional Resources

These official resources provide direct access to governance-related information and regulatory guidance for Bangkok residents.

• Securities and Exchange Commission Thailand - Official regulator for securities markets and governance compliance. Functions include supervision of listed companies, enforcement of securities laws, and investor protection. sec.or.th
• Stock Exchange of Thailand - Official market operator and authority for listing requirements and governance guidelines for listed companies. set.or.th
• Department of Business Development - Government body handling company registration, annual filings, and corporate governance notices for businesses based in Bangkok. dbd.go.th

6. Next Steps

1. Clarify your governance needs and objectives. List whether you require compliance support, board advisory, or dispute resolution.
2. Identify Bangkok-based law firms or solo practitioners with corporate governance experience. Check practice areas and client testimonials.
3. Prepare a document package for initial consultations (company charter, board minutes, current governance policies, regulatory notices).
4. Request a written engagement proposal with scope, deliverables, and transparent fee structure. Compare fixed fees vs hourly rates.
5. Schedule an introductory consultation to assess fit, language capabilities, and regulatory familiarity specific to Bangkok markets.
6. Agree on a retainer and governance work plan with milestones and reporting cadence. Confirm expected timelines for deliverables.
7. Begin work by providing your documents, board materials, and regulatory correspondence to the attorney. Establish communication protocols and review points.