Partnership Disputes in Thailand: Partners’ Rights and Court-Ordered Dissolution

Short answer: Thai partnerships follow different rules from limited companies. Partners may inspect and copy the books at any time, claim profits or compensation from a competing partner within one year, and in some cases ask the court to dissolve the partnership or expel the partner at fault.

For limited companies, read Business Partner Fraud in Thailand.

Partnership versus company

Non-managing partners may question the business and inspect the books at any time — broader access than company shareholders have (compare [Shareholder Rights]).

Competing partners

A partner may not run a competing business without the other partners’ consent. The others may claim all profits made or compensation, but must sue within one year of the breach.

Court-ordered dissolution

A partner may ask the court to dissolve an ordinary partnership where:

1. another partner wilfully or with gross negligence breaches a material obligation of the partnership agreement;
2. the business can only operate at a loss with no prospect of recovery; or
3. other circumstances make continuation impossible.

In Supreme Court Judgment No. 10068/2551 (2008), partners in deep mistrust could not be forced to sell their shares to each other, but the partnership could be dissolved under Section 1057(3). In No. 8454/2559 (2016), an applicant relying on grounds (2) and (3) had standing even though accused of breach. Application to registered and limited partnerships relies on Section 1080, not yet retrieved — to verify.

Expelling a partner instead

Where the ground arises from one partner, the court may expel that partner instead of dissolving, valuing assets as at the application date.

Speak to a Thai Lawyer About a Partnership Dispute

Pattara Law Firm reviews partnership agreements and accounts, assesses exit options and represents partners in Thai courts. See also [unpaid dividends]. We do not guarantee outcomes.

• Telephone: +66 99 249 5989
• LINE Official: @patt
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