In cases of bankruptcy or liquidation directors have no special liability for a company's debts unless personal injury was caused to the company. In a case such as this, they would be liable as indicated above. In contrast, the 1998 amendment to the Bankruptcy Act states that directors who fail to cooperate with a bankruptcy receiver or planner, fail to submit explanations required, or fail to report false claims or make false statements will be held criminally liable.

Criminal Liability. A showing of intent or negligence must be found regarding persons charged with a criminal act under Thai criminal law. Once a court of law has established to the court's satisfaction that a criminal act has been committed, then the burden of proof shifts to the responsibility of the director to prove his innocence. Failure to act, such as failure to file a required report or a balance sheet will be dealt with by imposition of criminal liability. Criminal liability regarding bad checks signed by a director (including company checks) is commonly imposed. Directors may also be criminally liable for false statements in any official documents which they have signed on behalf of the company. Incidents involving fire or accidents which cause serious injury have sometimes resulted in the arrest of a director. This has been done on the basis the the director's mismanagement has caused the accident or injury. Statute provides discretionary power to prosecute or settle out of court, although most cases are dealt with at the lower level and settled out of court.

Indemnification for civil liability is permissible, but indemnification for criminal liability is void and unenforcable. If an act was ratified or approved by a general meeting of shareholders, then a director cannot be held liable. He is also relieved of liability in any case where a shareholder has voted to ratify his act. On the other hand he does remain liable to shareholders who did not vote in his favor for six months.

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