The Determination of Liability and Limitation for Competition with an Ordinary Partnership, Including the Liability of Share Transferors in a Limited Company

Abstract

This qualitative research was to study legal problems regarding general partnerships and limited companies. On the issue of liability and statute of limitations for lawsuits of partners whose business competes with the partnership. Including the liability of shareholders who have transferred their shares to another person. By comparing with the laws of England, the United States and the Federal Republic of Germany. To analyze legal principles, concepts and theories. as well as suggesting ways to improve Thai laws. By studying academic documents, laws, judgments, and related research.

            The findings indicate that imposing liability on partners who engage in competing businesses for all profits, without considering other factors such as the principle of restitution or the impact on market share, is inappropriate. Additionally, a prescription period of only one year from the date of the violation may lead to unfairness if the injured party becomes aware of the wrongdoing at a later time. Furthermore, requiring transferors of shares to remain liable for unpaid share capital imposes an excessive burden, as they are no longer shareholders. In comparison with foreign laws, it is found that English law distinguishes between different types of breaches, including those involving concealment or misconduct. German law applies both the principle of commencing the prescription period from the date of the wrongful act and from the date of knowledge. Moreover, U.S. law provides that the transferee of shares is responsible for unpaid share capital, unless the transferee acts in good faith.

            The study recommends that liability for competing partners should be determined based on the circumstances of the misconduct, that both the date of the wrongful act and the date of knowledge should be considered in calculating prescription periods, and that liability for unpaid share capital should be the transferee’s duty.