Transcript of the above video: 

As the title of this video suggest, we are discussing Directors versus shareholders under Thai Corporate Law. What are we talking about here? 

Well, there is a fundamental difference between the two things and a lot of folks don't really understand the difference between them. Part of that lack of understanding is the fact that US Law especially, but even the UK and things where there are LTD companies or what we call LLCs back in the United States - Limited Liability Companies - and these have been around for some time in those jurisdictions, folks presume that that is how Corporate Law works here in Thailand. 

Sort of just as a quick overview here, that is not how it really works. Here in Thailand, basically, the corporate structures we are dealing with over here look much more like what are called C-Corps in the United States, the type of company that has Inc. after the name, Incorporated. We are talking about a company that has a Board, they have shareholders and there are two different functions. The shareholders have limited liability, the directors have different types of liability and less limited liability, depending on the nature of their directorship, they have less limited liability especially as it pertains to the underlying shareholders. 

So, the thing to take away from this video and understand is in a Corporate Law context, when you are becoming a director or a shareholder, you need to understand the difference there too. A shareholder, as most people know, is basically a passive investor that is looking to gain dividends, share in the profits, whereas a director is actively involved in the day-to-day business of the company. 

Now most of the foreign clients that we deal with here who want to come and set up a company, they end up becoming their own director on their own company oftentimes. In that context oftentimes their Work Permit for example will have their title simply as Director, because that is all they really are. And when I say that, that spans many things; there are broad legal ramifications to that term. But long story short, it is very different than being a shareholder. Technically or I should say as a practical matter, one may not necessarily need to have a Work Permit in the capacity of a shareholder. But that said, don't try to play games with "oh I'm just a shareholder", if you really are working in the company. Meanwhile, if you are a director, it's pretty much presumed that you are actively involved in corporate endeavours and for that matter, generally speaking, it's pretty well presumed it is better to have a Work Permit rather than trying to get away with not having one circumventing the laws regarding Thai restrictions on foreign work in Thailand, probably a better idea to go ahead and get a Work Permit as a Director on a Corporation here in the Kingdom of Thailand.