Corporate Criminal Liability in Thailand: Risks for Directors

Reviewed by ThaiLawOnline, a licensed Thai law firm practising in Thailand since 2006. Thai lawyer of record: Wichuda Atthamethakon, LL.M., Thai Bar Licence 3149/2556.

Last updated on 27 September 2026

Many expatriates in Thailand set up limited companies for business or property ownership. While the corporate structure offers advantages, such as limited liability for shareholders, it does not always shield directors and managers from criminal responsibility. Under Thai law, companies can face criminal charges. In many cases, directors and responsible officers may also be held personally liable.

Corporate Criminal Liability in Thailand

Thai law recognizes that a juristic person, such as a limited company, may commit criminal offences. This can happen, for example, by breaking tax laws, labor laws, customs rules, or through fraud or corruption. A company cannot act alone. So, liability often extends to the people who manage or control the company.

Directors and Personal Responsibility

Many Thai statutes say that when a company commits an offence under them, a director, manager or other person responsible for its operations is punished as well. These provisions are in the individual statutes (the Revenue Code, the Social Security Act, the Consumer Protection Act, the Condominium Act, the Immigration Act and many others), not in the Penal Code. Since 2017 they share one test, set out in the next section.

For example:

• Tax offences may result in criminal charges against both the company and its directors.
• Labour law violations like unpaid wages or not following social security rules can make directors liable.
• Environmental and consumer protection laws often contain provisions making directors personally responsible.
• Fraudulent or deceptive practices committed through the company can lead to charges against the individuals who carried them out, as well as the company.

Shifting the Burden of Proof

For many years Thai law used a “reversal of the burden of proof,” under which a director was presumed guilty of the company’s offence unless they could prove they were not involved. The Constitutional Court held that presumption unconstitutional, first in section 54 of the Direct Sales and Direct Marketing Act and then in several other Acts. The Act Amending Provisions of Law Relating to the Criminal Liability of Representatives of Juristic Persons B.E. 2560 (Royal Gazette vol. 134, part 18 Kor, 11 February 2017) then rewrote the provision in 76 statutes. Under the new wording a director, manager or person responsible for the company’s operations is punished only if the company’s offence resulted from their order or act, or if they had a duty to give an order or to act and failed to do so, and that failure caused the offence. The prosecution must prove this. Holding the title alone is no longer enough, but doing nothing is not a safe harbour either when the law gave you a duty to act.

Practical Implications for Expatriates

Foreigners are often asked to be directors of Thai companies. This includes business ventures, joint investments, and property-holding structures. Many do so without realizing the personal risk involved. Actions taken by employees can also involve management. This depends on the situation, especially under the civil and commercial code. Under Thai law, directors have important legal duties. If they fail in a duty to act and the company commits an offence as a result, that failure can lead to criminal liability for the director personally. A private agreement between shareholders cannot remove it.

How to Protect Yourself

If you are serving, or considering serving, as a director in a Thai company, you should:

• Ensure Proper corporate governance includes accurate accounting, timely tax filings, and compliance with labour and social security obligations to prevent criminally liable actions. Issues like unpaid wages or not following social security rules can make directors criminally liable under the relevant laws.
• Keep clear documentation of board meetings and decisions, showing who gave which instructions and how responsibility is shared.
• Avoid being a “paper director” without involvement: the 2017 test catches a director who had a duty to act and did nothing, so signing on and staying away is not protection.
• Seek legal and tax advice before accepting any directorship role, especially when others manage the daily business.

Conclusion

Corporate criminal liability in Thailand is a big issue. Directors should not think that being in a company protects them from personal risk. For expatriates, it is particularly important to understand how responsibility is assigned under Thai law. You can protect yourself from legal problems. To do this, understand your responsibilities. Put the controls in place before a problem arises. This way, you can still enjoy the benefits of doing business in Thailand.

Links: DBD Thailand

Last reviewed: 27 September 2026. Read in Thai: the Act Amending Provisions of Law Relating to the Criminal Liability of Representatives of Juristic Persons B.E. 2560, including its list of 76 statutes, its explanatory note on the Constitutional Court rulings, and the replacement wording of Revenue Code sections 35 bis and 90/5. The examples of which laws a director may face are general, not a complete list.