Director Embezzlement in Thailand: Who Can Complain and the 3-Month Deadline

Short answer: A Thai company director who dishonestly converts company money may commit embezzlement. Where the wrongdoer is the authorised director, the Supreme Court has treated a shareholder as an injured person who may file a complaint or prosecute. Embezzlement is compoundable, so the complaint must be filed within three months of learning of the offence and the offender.

For the full civil and criminal overview, see Business Partner Fraud in Thailand.

When does taking company money become embezzlement?

Embezzlement requires possession of another’s property and dishonest conversion to oneself or a third party. A person entrusted with managing another’s property who dishonestly breaches that duty may also fall under Section 353 of the Penal Code. Dishonest intent is essential, and shares are not property capable of embezzlement.

Who is the injured person?

The company is normally the injured person. When the authorised director is the offender, the company will not prosecute itself, so the Court has recognised the shareholder as an injured person. Prove your status with the shareholder list or register.

The three-month deadline

• Compoundable offence: offences in the embezzlement chapter are compoundable.
• Three-month window: the complaint must be made within three months of knowing the offence and the offender.
• Negotiation does not stop the clock.
• Prosecution period: 10 years from the offence for Section 352, based on the penalty.

False accounts

Falsifying company accounts to deprive the company or shareholders of benefits may be an offence under Section 42 of the 1956 Act on offences relating to partnerships and companies. A registered shareholder has been treated as an injured person under this provision.

Steps

1. Record when you learned of the conduct and who did it.
2. Collect bank statements, vouchers, the company affidavit and shareholder register — see [evidence checklist].
3. Have a Thai lawyer assess the elements and your standing.
4. File with the police inquiry officer, or prosecute directly on legal advice.
5. Consider a parallel civil claim — see [suing a director as a shareholder].

FAQ

Can a foreign minority shareholder complain? The rulings found do not turn on nationality or a minimum shareholding.

Can the case be settled? Yes, it is compoundable; have any settlement reviewed.

Speak to a Thai Lawyer About Director Embezzlement

If company funds have left the account without a business reason, act quickly: the complaint deadline is short. Pattara Law Firm reviews financial evidence, assesses standing and offence elements, prepares complaints and represents clients in Thai courts in criminal and civil matters. We do not guarantee outcomes.

• Telephone: +66 99 249 5989
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