What to do when a company director dies

**Jon Snow** · 03-02-2012, 02:27 PM

Friend of mine asked me these questions but I could not help him.

Anybody Know? –
What procedures kick in under Thai law when a director of a company dies?
What happens to his share of the company?

Case in point:
Director is a foreigner in a Thai company.
Director has been estranged from his lawful wife for 10 years. No kids.
Wife turns up 2 years after his death with a 30 year old will and wants his share.
Wife is from UK also.
When the director died, (in UK), the company contacted his kin – brother,
and sent his gear back to the UK.
The brother knew of his involvement in the Thai company but did not pursue any claim.

A while after the death of the director the company asked their Thai lawyer what should be done.
His advice was that under Thai law the company has to put a notice in a Thai newspaper for 30 days and request claims and state that the director’s name will be removed from the company documents, which they did.
They feel that there must be more to it than that.

I am told that if the wife was living with him at the time of death or if they where apart but on good terms then the other shareholders would have no problem giving his share to her, but as he was separated for 10 years and, they believe would not want her to have his share, they are reluctant to do this.

Are they being kunts or do they have a point and where do they stand legally?

**William** · 04-02-2012, 04:04 PM

Sorry if this sounds wrong, but a director of a company is not, per se, a shareholder.

I do agree that you may hold both roles, but under Thai [or any] law, they are separate roles.

As such, there are different rules for both roles.

PS - I can answer your questions - but it would cost you upwards of 150,000 baht (based on the information you have given)

**aging one** · 04-02-2012, 05:17 PM

Originally Posted by William

Location: In jail

No wonder you are in jail you are a frigging thief.

Hope all is well mate.

**InKorat** · 05-02-2012, 01:28 PM

My best guess from past experience.

The company would call a extra ordinary meeting and pass a resolution to remove his name as a director in the company records. They may also appoint a new director, if they have a quoram.

The shares are his personal property and normally someone is appointed by the embassy or court to sort this out. Once that is done and they have a legal document showning who has right of inheritance, plus the death certificate, the share transfer can be arranged.

**William** · 07-02-2012, 05:27 PM

Originally Posted by aging one

Originally Posted by William

Location: In jail

No wonder you are in jail you are a frigging thief.

Hope all is well mate.

hahahahahahaha - cheap at twice the price mate!

**OldNick** · 08-02-2012, 12:23 PM

Wouldnt the Directors have to hold a meeting to decide/vote in these circumstances surely?

**William** · 09-02-2012, 04:01 PM

^ why? Directors run a company not a marriage.

There are so many issues with this, not least of which is that, under Thai law, there is no concept of "estranged" - legally or otherwise. Just like there is no concept of "common law wife/husband" - and why should there be in a civil law country.

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