THAILAND Law and Practice Contributed by: Nathee Silacharoen, Tawatchai Boonmayapan and Norrapat Werajong, Chandler Mori Hamada
representative, at the time of filing a petition for bankruptcy proceedings or within a year preceding the filing for bankruptcy proceedings; and • such debtor is either a natural person and is indebted to one or more creditors for an amount of not less than THB1 million, or is a juristic person indebted to one or more creditors for an amount of not less than THB2 million. Business rehabilitation proceedings are not available to foreign debtors as they are restricted to certain types of domestic debtors, as defined by the Bank - ruptcy Act. 6.3 Applicable Law See 6.1 Sources of International Insolvency Law . The Bankruptcy Act and the Act on the Establishment of the Bankruptcy Court and the Procedures for Bank - ruptcy Cases BE 2542 (1999) are the key pieces of legislation governing court jurisdiction and procedural rules for insolvency proceedings in Thailand. 6.4 Recognition and Enforceability Thai bankruptcy law does not recognise insolvency proceedings (whether bankruptcy or business reha - bilitation proceedings) initiated in other countries, nor do insolvency proceedings or court orders regarding absolute receivership or moratoriums under the laws of other countries have any effect on a debtor’s assets in Thailand. Parties must initiate a de novo trial (a new or fresh trial that is not bound by the findings or deci - sions made in previous proceedings in another coun - try) before the competent courts in Thailand, where such foreign judgments or orders may serve as sup - portive evidence in the Thai proceedings. 6.5 Co-Ordination in Cross-Border Cases Thai bankruptcy law does not provide the Bankruptcy Court with any specific means of enforcing its orders in foreign jurisdictions. Enforcement of its orders abroad are based on reciprocal arrangements between Thai - land and the relevant countries. 6.6 Foreign Creditors Under the Bankruptcy Act, foreign creditors are defined as “creditors who are domiciled outside Thai - land”. Both foreign and Thai creditors enter bankrupt -
cy and business rehabilitation proceedings in a similar manner. However, foreign creditors in bankruptcy proceedings are required to comply with additional requirements. A foreign creditor is entitled to file a claim for repayment of the debt within two months from the date the abso- lute receivership order is published, provided that: • such foreign creditor can prove that any creditor in Thailand would be similarly entitled to claim repay - ment in bankruptcy proceedings under the laws of the foreign creditor’s home country; and • such foreign creditor reports the value of the assets or distributions they have received, or are entitled to receive, from the same debtor’s estate located outside Thailand, if any (should such assets or dis - tributions exist, the foreign creditor must agree to deliver the assets or distributions from the debtor’s said estate outside Thailand to the debtor’s estate in Thailand). 7. Duties and Liability of Directors and Officers 7.1 Duties of Directors The general rule of directors’ fiduciary duty applies. No specific duties are imposed on directors of dis - tressed or insolvent companies. In general, directors are required to conduct the business of the company with the diligence of a prudent businessman. 7.2 Personal Liability of Directors If a director causes a loss to the company through non-compliance with fiduciary duties, the company or its shareholders can bring a claim against the director for the loss suffered. 7.3 Duties and Personal Liability of Officers No specific duty is imposed on the officers of a dis - tressed debtor. They can be held liable to the compa - ny for any damage they are personally responsible for. 7.4 Other Consequences for Directors and Officers Directors and officers must also act in good faith and with due care to preserve the interests of the com -
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