{"id":26809,"date":"2026-10-18T10:48:00","date_gmt":"2026-10-18T03:48:00","guid":{"rendered":"https:\/\/www.thailandlawyer.com\/en\/?p=26809"},"modified":"2026-11-02T16:45:36","modified_gmt":"2026-11-02T09:45:36","slug":"shareholder-sue-director-thailand","status":"publish","type":"post","link":"https:\/\/www.thailandlawyer.com\/en\/shareholder-sue-director-thailand\/","title":{"rendered":"Suing a Director as a Shareholder in Thailand: Section 1169, Limits and Case Law"},"content":{"rendered":"\n

Short answer:<\/strong> If a director causes loss to a Thai limited company and the company refuses to sue, any shareholder may bring the claim under Section 1169 of the Civil and Commercial Code. The Supreme Court limits this to a claim on the company\u2019s behalf for compensation from directors.<\/p>\n\n\n\n

This expands one part of Business Partner Fraud in Thailand<\/a>.<\/p>\n\n\n\n

What Section 1169 allows<\/h4>\n\n\n\n

The company may sue a director for compensation; if it refuses, any shareholder may bring the action, and company creditors may enforce it to the extent of their claims. No minimum shareholding is set. It is often compared to a derivative action, but Thai courts apply it on its own terms. It differs from a shareholder\u2019s personal rights, such as inspecting minutes or receiving dividends.<\/p>\n\n\n\n

Five conditions<\/h4>\n\n\n\n
    \n
  1. On the company\u2019s behalf<\/strong> \u2014 recovery goes to the company.<\/li>\n\n\n\n
  2. The company has not sued<\/strong> \u2014 write to the company first and keep proof.<\/li>\n\n\n\n
  3. Compensation only<\/strong> \u2014 not to void contracts or revoke transfers; return of property or its value from a director counts as compensation.<\/li>\n\n\n\n
  4. Directors only<\/strong> \u2014 non-director purchasers and outsiders fall outside the section.<\/li>\n\n\n\n
  5. Remain a shareholder<\/strong> \u2014 selling all shares ends standing.<\/li>\n<\/ol>\n\n\n\n

    Standing is a public-order issue the court may raise itself.<\/p>\n\n\n\n

    Case examples<\/h4>\n\n\n\n

    In Supreme Court Judgment No. 10878\/2551 (2008), a shareholder recovered land sold at an undervalue from the directors, but could not sue the non-director buyers. In No. 2481\/2552 (2009), a claim to revoke a land transfer to a third party failed for lack of standing.<\/p>\n\n\n\n

    If Section 1169 does not fit<\/h4>\n\n\n\n

    Replace the board by general meeting resolution so the company sues itself \u2014 see [removing a director] (cluster #5). For embezzlement, see [director embezzlement<\/a>].<\/p>\n\n\n\n

    Limitation period<\/h4>\n\n\n\n

    No Supreme Court ruling directly on the limitation period for Section 1169 claims was located. In tort it is one year from knowledge or ten years from the act, or a longer criminal period. Count conservatively.<\/p>\n\n\n\n

    FAQ<\/h4>\n\n\n\n

    Can a foreign shareholder with 1% sue?<\/strong> The section refers to any shareholder, without a threshold or nationality condition.<\/p>\n\n\n\n

    Talk to a Thai Shareholder Dispute Lawyer<\/h4>\n\n\n\n

    Section 1169 cases turn on the cause of action, the relief sought and the right defendants. Pattara Law Firm assesses standing, prepares letters to the company and pleadings, and represents clients in Thai courts<\/a>.<\/p>\n\n\n\n

    \n
    \n
    Consult Our Shareholder Dispute Lawyers<\/strong><\/a><\/div>\n<\/div>\n<\/div><\/div>\n\n\n\n