One Man Limited Company

Abstract

          This article examines the business organization in the form of a one-man limited company, exploring the fundamental principles and key legal theories involved—specifically, the principle of limited liability, the corporate entity theory, the contractual theory, and the institutional theory. The study provides a comparative analysis of the regulations and legal frameworks governing one-man limited companies under the European Union Directives and the laws of foreign jurisdictions, namely the United Kingdom and the French Republic, to propose guidelines for establishing legal criteria for such entities in Thailand. The findings indicate that the EU Directives, as well as the laws of the United Kingdom and France, contain legal provisions that permit a single individual to incorporate a limited company in the same manner as multiple persons, reflecting an appropriate integration of both contractual and institutional theories; conversely, Thai law strictly adheres to the contractual theory under Sections 1012 and 1097 of the Civil and Commercial Code, which prevents a single person from establishing a limited company. Although the Draft One-Man Limited Company Act, B.E. .... (Draft Bill) has been introduced, it still contains certain legal impediments and limitations; consequently, the author proposes a new approach for establishing legal criteria for one-man limited companies in Thailand by harmonizing the contractual and institutional theories, along with other relevant principles, to ensure compatibility with the context of Thai corporate law.