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Corporate Governance In Thailand
Transcript of the above video:
As the title of this video suggests, we are discussing Corporate Governance in Thailand? What does this mean? To a lay person what we are talking about is how is a Company, how is a given corporation internally governed? That is basically what Corporate Governance means.
So for example if you are in the United States and you are looking at like LLCs, you get into the issue of is it a member-managed LLC or is it a manager managed LLC? or you look at things like C Corps, a so-called Inc., an incorporated entity that has a Board of Directors; it may have a CEO, it has various executives. Again the governance of the company is dictated oftentimes by the Articles of Association. Now here in Thailand we don't have anything akin to an LLC per se. The corporations here in Thailand and again let me be clear, I'm not a Thai lawyer, never claimed to be a Thai lawyer. As noted previously I am an American Attorney. I do discuss these videos with our staff here in the office before I make them. They are for educational purposes only. Again specific points of fact and conclusions of Thai Law, you are going to need to deal with those on a case-by-case basis utilizing a Thai legal professional.
That said, just from an expositional point of view, from an educational point of view what does Thai Corporate Governance look like? Well Thai companies look a lot like old school C Corps; they look like incorporated entities. They have a Board of Directors, they have certain Secretarial functions that have to be maintained within certain deadlines within a given calendar or fiscal year; they have certain tax and compliance obligations that have to be maintained on a regular basis. So they are very much akin to corporations, kind of corporations we would have seen in times past. Again Thailand hasn't really upgraded into the whole LLC thing; I think there are pros and cons to that. I think for the most part though it is probably better, the current system. LLCs, they can be rather useful but they can also create some problems especially from the standpoint of maintaining a certain level of oversight with regard to what they are doing. Also they can also create great deal of obfuscation and some feel that that's problematic in terms of tax compliance as well as things like money laundering.
Leaving that aside, Thai Corporations, yeah the best way to look at them is very akin to incorporated entities, C Corps. They have a Board of Directors, generally they have a Managing Director, they have to have Board Meetings at periodic intervals and oftentimes depending on the structure, they may need to have director meetings as well. So again depending on the underlying activity, depending on the type of company, Thai Corporate Governance is not that dissimilar to Corporate Governance in the US for example, insofar as it is not dissimilar to C Corporations.