ปัญหาเกี่ยวกับการจัดตั้งวิสาหกิจเพื่อสังคมในรูปแบบบริษัทจำกัด

Abstract

Businesses that create projects to give benefits for community, social and environment are interested by the Government, people and business itself. This type of business is called “Corporate Social Responsibility”, business organizations meant to create the positive impact on community, social and environment. However, these activities are not main goals of business. So, It is developed into a new type of organizations called “Social Enterprise” which primary objective is to create benefits for community, social and environment, and also itself.

 The Royal Thai government has been working for years to support social enterprise by issuing tax reduction laws, giving knowledge about tax and capital and, especially, proposing the Social Enterprise Promotion Act. However, the law merely aims to support social enterprise. According to the draft of the Social Enterprise Promotion Act, there is no provision about social enterprise structure or regulatory system confirming that organizations will follow social purposes. Moreover, the study also found that establishment of social enterprise under the Thai law will face legal problems such as definition of “social purpose,” minority shareholder right protection, duty and liability of director, stakeholder’s right, source of fund and regulatory mechanism.

This research was aimed to study establishment of social enterprise in the form of company by comparing between Thai and foreign laws, to propose the solutions for those problems.

According to the law of the United States of America and the United Kingdom, It is found that both of the countries have specific laws for social enterprise established in the form of company. This assists to clarify the structure of the social enterprise, support business, reduce obstacles and ensure that the social enterprise can work effectively under the social purpose. This research suggests that there should be a specific Thai law for social enterprise in the form of company which is distinct from The Civil and Commercial Code.