We have a client who asked the question “As a shareholder, how much are you liable for the company’s debts?” Here is the detail of the question and our answer:


I bought the company (with Baht 4 M registered and paid up capital) from someone years ago. Now the business is not going well and I do not have THB 4 M to pay the company’s creditors. Should I reduce the capital of the company to 1M, or should I do anything?


Your company’s capital has been fully paid up. You bought the shares from the old shareholders who had already paid up their shares. Therefore, as a shareholder you will not have to pay anymore into the company.

Your company’s registered capital has nothing to do with how much you (as shareholder) have to be liable if the company does not have enough to pay the creditors. If all the company’s shares have been fully paid up, the shareholders are not liable any more to pay the creditors of the company.

Look at how much liabilities on the company’s balance sheet are. They are the amount the company has to pay to the creditors. Then you need to look at the assets of the company and see how much you think you can get from them. The money you will get from all your assets is the amount you will have available to pay off your liabilities. If you can get less money from your assets than the amounts you owe others, then you will not be able to pay all the creditors. However, your creditors will be the one to take the company to the bankruptcy court. This is because the bankruptcy procedures in Thailand can be started only by a creditor against a debtor who is regarded insolvent and owes more than 2 million Baht in the case of a company (or more than 1 million Baht in the case of an individual). Please read here for the translation of Thailand Bankruptcy Act.

Consult with MSNA Group for accounting and tax services.