Extract from "Thailand Business Basics",
published by Tilleke & Gibbins

G. DIRECTORS' LIABILITY LAWS (What are the penalties for violations?)

Directors or non-director managers of a juristic person are criminally liable only when they commit wrongful acts intentionally, unless the law specifically imposes criminal liability for acts (or omissions) committed negligently, or even unintentionally. Many special regulatory laws presently impose criminal liability on corporate directors and managers vicariously for the acts (or omissions) of their subordinate staff. For example, directors are subject to certain penalties, including fines and possible imprisonment, if they or their companies fail to make the appropriate registrations under the ACT ON OFFENSES CONCERNING REGISTERED PARTNERSHIPS, LIMITED PARTNERSHIPS, LIMITED COMPANIES, ASSOCIATIONS AND FOUNDATIONS B.E. 2499 (A.D. 1956), amended B.E. 2535 (A.D. 1992). They can be held criminally liable under various laws as "principal", "employing person", "propagating person", "publishing person" or "accessory", as those terms are used or defined by statutes.

With regard to criminal liability for tax offenses, Sections 35-37 bis of the Revenue Code provide penal sanctions primarily against "whoever" commits a tax offense. A company director can be criminally liable jointly with the company for a tax offense under the Revenue Code, though the criminal provisions of the Code are rarely applied in tax cases. The government wants money, not a taxpayer in prison. Under new VAT regulations, the managing director, manager or representative of the company are jointly liable with the company for tax offenses, unless they can prove that they did not consent to or take part in commission of the offense.

The law sometimes imposes a substitute liability. Under a series of special regulatory laws, the directors/managers of companies are automatically subject to criminal sanctions if their companies violate these statutes, even without any criminal intent (mens rea) whatsoever, unless the individual directors or managers can show they had no knowledge of the act (or omission) or did not consent to the same.

The following is an updated (and probably still incomplete) list of 51 special laws prescribing harsh criminal penalties for directors and managers for minor civil-type offenses originally prepared in 1991 by Tilleke & Gibbins for the presidents of the Foreign Chambers of Commerce:

CIVIL OFFENSES

ADMINISTRATIVE, ENVIRONMENTAL AND MISCELLANEOUS

Artesian Water Act B.E. 2520 (A.D. 1977)
Building Control Act B.E. 2522 (A.D. 1979)
Environment Protection and Conservation Act B.E. 2535 (A.D. 1992)
Hadj Business Promotion Act B.E. 2524 (A.D. 1981)
Magnetic Tape and Television Equipment Act B.E. 2530 (A.D. 1987)
Places of Service Act B.E. 2509 (A.D. 1966)
Plant Act B.E. 2518 (A.D. 1975)
Press Act B.E. 2484 (A.D. 1941)
Private Person Registration Act B.E. 2534 (A.D. 1991)
Reforestation Act B.E. 2535 (A.D. 1992)
Wild Animal Preservation and Protection Act B.E. 2535 (A.D. 1992)

BANKING AND FINANCE

Bankruptcy Act B.E. 2483 (A.D. 1940)
Casualty Insurance Act B.E. 2535 (A.D. 1992)
Chit-Fund Act B.E. 2534 (A.D. 1991)
Commercial Banking Act B.E. 2505 (A.D. 1962)
Finance, Securities and Credit Foncier Businesses Act B.E. 2522 (A.D. 1979)
Life Insurance Act B.E. 2535 (A.D. 1992)
Royal Proclamation Governing Fraudulent Borrowing B.E. 2527 (A.D. 1984)
Securities and Exchange Act B.E. 2535 (A.D. 1992)

COMMERCE, ECONOMIC AND INDUSTRY LAW

Act on Offenses Concerning Registered Partnerships, Limited Partnerships, Limited Companies, Associations,
and Foundations B.E. 2499 (A.D. 1956)
Commercial Registration Act B.E. 2499 (A.D. 1962)
Energy Conservation Promotion Act B.E. 2535 (A.D. 1992)
Factories Act B.E. 2535 (A.D. 1992)
Fertilizer Act B.E. 2518 (A.D. 1975)
Fuel Oil Act B.E. 2521 (A.D. 1978)
Industrial Products Standards Act B.E. 2511 (A.D. 1968)
NEC Decree No. 285 B.E. 2515 (A.D. 1972) (Accounts Act)
Price Control and Anti-Monopoly Act B.E. 2522 (A.D. 1979)
Public Company Act B.E. 2535 (A.D. 1992)
Royal Proclamation Controlling the Goods along the Border B.E. 2524 (A.D.1981)
Sugar-Cane and Sugar Act B.E. 2527 (A.D. 1984)
Thai Vessels Act (No. 5) B.E. 2534 (A.D. 1991)

EDUCATION

Private Schools Act B.E. 2525 (A.D. 1982)

FOREIGN RELATIONS

Immigration Act B.E. 2522 (A.D. 1979)

INTELLECTUAL PROPERTY

Copyright Act B.E. 2521 (A.D. 1978)
Patent Act B.E. 2522 (A.D. 1979)
Trademark Act B.E. 2534 (A.D. 1991)

LABOR

Employment Service and Job Seekers Protection Act B.E. 2528 (A.D. 1985)
Social Security Act B.E. 2533 (A.D. 1990)

PUBLIC HEALTH

Animal Feed Quality Control Act B.E. 2525 (A.D. 1982)
Consumer Protection Act B.E. 2522 (A.D. 1979)
Cosmetics Act B.E. 2517 (A.D. 1974)
Food Act B.E. 2522 (A.D. 1979)
Medicine Act B.E. 2510 (A.D. 1967)
Psychotropic Substances Act B.E. 2518 (A.D. 1975)
Tobacco Product Control Act B.E. 2535 (A.D. 1992)

TAXES AND DUTIES

Excise Tax Act B.E. 2527 (A.D. 1984)
Petroleum Income Tax Act B.E. 2514 (A.D. 1971)
Revenue Code B.E. 2481 (A.D. 1938)
Revenue Code Amendment Act (No. 30) (VAT) B.E. 2534 (A.D. 1991)
Sign Tax Act (No. 2) B.E. 2534 (A.D. 1991)
Tax and Duty Compensation of Exported Goods Produced in the Kingdom Act B.E. 2524 (A.D. 1981)

NOTE: Thailand's legal system provides criminal penalties for so-called civil offenses. Even minor mistakes or late filing of reports to government may lead to directors facing harsh criminal penalties. In some cases, these penalties exceed those for arson or rape, whether non-compliance was intentional or not!