Minority Shareholders

[philw]

Can anybody explain and define the precise legal rights of a minority shareholder in a Thai Ltd Company.

Conversely, What are the legal obligations of a compay to the minority shareholders ?

I guess not many, but I would very much appreciate any info anyone has.

To what extent if any, does a company have to notify, inform or consult with minorities about its activities, results, planning ?

For example, does a company have any obligation to disclose ANY info to the minority shareholders ?

How accountable are the directors to minority shareholders ?

Appreciate any comments.

[Whitz]

Any experts to answer this thread as i also would like to know?

Whitz

[Chang_paarp]

The legal obligation to distribute information should be the same for all shareholders irrespective of number or class of shares.

Just as important are the "articles of association" or whatever it is called in Thailand, the rules the company has that govern itself. If you are setting up a company you have input into creating these and can ensure all shareholders have access to infomation.

Good legal advise when creating a company structure is essential for these and other resons.

[sbk]

I would also wonder how accountable the minority shareholders are? Lets say the company goes belly up, are the minority shareholders also liable for the debt?

[~G~]

I would also wonder how accountable the minority shareholders are? Lets say the company goes belly up, are the minority shareholders also liable for the debt?

Shareholders, regardless if minority or majority, are accountable only to the amount they were supposed to pay in to the company capital. For example, if a shareholder holds 49% of the shares but did not pay the capital for those shares, he/she is in debt to the company and is accountable to this amount. Shareholders who are not in debt to the company (=paid for their shares) are not accountable.

[Whitz]

a shareholder fully paid who owns 5% situation - what if the majority of shareholders 95% want to shelve/close the company, what happens about paid up shares and how would one go about it?

Whitz

[rishi]

Actually, as far as company control is concerned, it isn't much of an issue wether you hold 5% of the shares or 95%. The important things numbers two: 1) Your voting rights on shareholder meetings. 2) Your power with respect to the day-to-day businesses.

As for 1) the issue of preference shares compared to ordinary shares is the key --- preference shares could e.g. give you voting rights like 1 share equals 10 votes, meaning that if you are the only holder of preference shares, your vote would count 50% at shareholder meetings even if you only hold 5% of the shares.

As for 2) --- the key is to be the the superboss (or the sole director) of the company.

Okay, here I'll freely offer an add (based on my and many others experience) - Sunbelt Asia knows how to accomplish both those items.