Condominium juristic person: votes, manager, disputes

Every condominium in Thailand is run by its condominium juristic person, the legal body that manages the building for its co-owners. Three bodies share the work: a manager, who may be a person or a management company, carries out the decisions; a committee of 3 to 9 members, chosen from co-owners and the people the Act allows to represent them, supervises the manager; and the general meeting of co-owners decides. Votes follow each unit's ownership ratio, not one vote per flat, and appointing or removing the manager needs at least a quarter of all co-owners' votes. A resolution passed in breach of the rules can be challenged in court, as a rule within one month.

In short

• The building is run by three bodies: the manager, the committee and the general meeting of co-owners.
• Votes follow each unit's ownership ratio in the common property, so a larger unit carries more votes.
• Appointing or removing the manager needs at least a quarter of the votes of all co-owners (s. 49), even at a re-called meeting.
• Owners holding 20% of the votes can require an extraordinary general meeting (s. 42/2).
• A resolution passed in breach of the law or the bylaws can be challenged in court, as a rule within one month of the resolution.

What the condominium juristic person is

The rules come from the Condominium Act B.E. 2522 (1979). The current governance provisions date from the Condominium Act (No. 4) B.E. 2551 (2008); we have found no later amendment that changes them. Under the Act the juristic person has three bodies, and each has its own job.

Body	Who it is	What it does
Manager	One natural person or one company, usually a property management company	Runs the building day to day under the bylaws and resolutions, posts the monthly accounts
Committee	3 to 9 members appointed by the general meeting	Supervises the manager's work and calls the annual meeting
General meeting	All co-owners, voting by ownership ratio	Appoints and removes the manager and the committee, approves the accounts, changes the bylaws on the common property

One point is often missed. The management company is not the building. It is a contractor that the juristic person has appointed, and the owners, through the general meeting, can replace it. When owners say "the juristic person refused", they usually mean the manager did, and the decision may belong to the committee or the meeting instead.

The manager: who it can be and what it must do

The juristic person has one manager. It may be a natural person or a company, and it is usually a property management company. A natural person must be at least 25 years old and must not be disqualified, among other grounds, for bankruptcy, incapacity or dismissal from government, state or private service for dishonesty. Thai law sets no education, licence or training requirement for managers.

The manager must:

• act under the bylaws and the resolutions of the general meeting or the committee, without breaching the law;
• take necessary and urgent steps on the manager's own initiative to protect the building;
• prepare a monthly income and expense account and post it for owners within 15 days of the end of the month, for at least 15 days in a row;
• keep order in the building.

After the general meeting appoints a manager, the appointment is registered with the Land Office within 30 days of the resolution.

The committee: who can sit on it

The general meeting appoints a committee of 3 to 9 members for a two-year term. A member may be reappointed but may not serve more than two consecutive terms, unless no one else can be found. The committee meets at least once every six months, with a quorum of half its members, and two or more members can require the chairperson to call a meeting within 7 days.

The Act's list of who may sit on the committee includes a co-owner or a co-owner's spouse, the legal representative or guardian of a co-owner who is a minor or incapacitated, and representatives of a co-owner that is a company. The parts of the Act we have read set no nationality condition, but there is no official guidance on foreign committee members yet, so check the building's bylaws. A member leaves office on death, resignation or loss of eligibility, or when the general meeting removes them by a simple majority of those attending.

How general meetings work

• First meeting. The manager calls it within 6 months of the juristic person's registration, to appoint the committee and approve the bylaws and the manager.
• Annual meeting. The committee calls it once a year, within 120 days of the end of the accounting year, to approve the balance sheet and the annual report and to appoint the auditor.
• Extraordinary meeting. Owners holding at least 20% of all votes can require one by written request (s. 42/2).
• Notice. Every owner receives written notice with the place, date, time, agenda and supporting documents at least 7 days before the meeting.

The manager and the manager's spouse may not chair a general meeting.

How votes are counted

Each owner's votes equal the ownership ratio of the unit in the common property, as registered for the building (s. 45). The threshold depends on the decision, and some thresholds drop at a re-called meeting while others do not.

Decision	First meeting	Meeting re-called within 15 days
Quorum (s. 43)	Owners present hold a quarter of all votes	No quorum needed
Ordinary resolutions: annual report, balance sheet, auditor, committee	Majority of those attending	Majority of those attending
Section 48 matters: bylaw changes on common property, works on the common property, buying or selling immovable common property, leasing out common areas, changing cost shares	Half of all votes	One third of all votes
Appointing or removing the manager (s. 49)	At least a quarter of all votes	Still at least a quarter of all votes
Proxies (s. 47)	Written proxy; one proxy votes for no more than 3 units	Same
Owner with common fees unpaid for six months or more	No vote	No vote

Leasing out common areas is a section 48 decision for the meeting. Letting your own unit is a separate question: in Thailand, stays of less than 30 days need a hotel licence, as explained in how to rent out property in Phuket legally.

An example with numbers. Say a building has 120 units of roughly equal size, so each unit carries about 0.8% of the votes. Owners of 22 units come to the meeting, which is about 18% of the votes. That is below the quarter needed for a quorum, so the meeting is called again within 15 days. The second meeting may go ahead with any attendance, but it can remove the manager only if owners holding a quarter of all votes vote for it. In this building that is 30 units. If those owners cannot attend and appoint proxies, the 3-unit limit means at least 10 different proxy holders.

The most common mistake is to assume that a re-called meeting without a quorum can replace the manager by a majority of whoever turns up. It cannot: the section 49 threshold is counted from the votes of all co-owners. We usually suggest collecting written proxies before the meeting, with the 3-unit limit in mind.

What records owners can see

The Act gives owners several records as of right:

• the monthly income and expense account, posted in the building;
• a balance sheet prepared at least once every 12 months, checked by an auditor and approved by the general meeting;
• the annual report, sent to owners with the balance sheet at least 7 days before the meeting;
• the bylaws, balance sheet and annual report, kept at the juristic person's office for inspection by co-owners and the Land Office.

There is no clear rule on other documents an owner may demand, such as bank statements or contracts with suppliers. We advise asking for them in writing and keeping the replies, because a written refusal is useful later.

These records matter when you buy too. The juristic person issues the certificate that a unit has no unpaid common fees, and the Land Office will not register a transfer without it. When our lawyers carry out property due diligence in Phuket, they read the juristic person's accounts and minutes as part of it. The condo buyer's checklist lists the other checks before a deposit, and the typical situation the foreign quota ran out a week before closing shows how a building's papers can affect the closing date.

Disputes with the manager: step by step

Most disputes with a management company follow the same path, and this order keeps your options open.

1. Ask for documents in writing. Request the monthly accounts, the latest balance sheet and the minutes, and keep a copy of your request.
2. Raise it with the committee. The committee supervises the manager and can deal with many problems without a meeting.
3. Collect signatures for an extraordinary meeting. Owners holding 20% of all votes can require one by written request.
4. Vote to replace the manager. The resolution needs at least a quarter of all co-owners' votes. Line up written proxies early.
5. Register the new manager. The appointment is registered with the Land Office within 30 days of the resolution.
6. Challenge a flawed resolution in court. Typical defects are notice given less than 7 days before the meeting and votes counted per flat rather than by ownership ratio. The Condominium Act has no rule on revoking resolutions, so courts apply section 1195 of the Civil and Commercial Code by analogy (section 4 of the Code). An owner may ask the court to revoke the resolution, as a rule within one month of it. Once the revocation is final, a claim for damages can follow.

The Land Office registers managers and has supervisory powers under the Act, including inspection, and obstructing its officials is an offence. It is not an arbiter of disputes between owners and a manager, and no one can promise that it will step in. Thai practitioners report small criminal fines (up to THB 5,000 to 50,000) for managers, chairpersons and juristic persons who ignore duties such as posting the accounts or calling meetings.

If the notice came late or the votes were counted per flat, send us the notice and the minutes. The one-month period is short, and a Phuket property lawyer on our team will tell you whether the resolution can be challenged and how much time is left.

What the building cannot do to an owner

An owner whose common fees are six months or more in arrears loses the right to vote. The bylaws may also suspend that owner's common services and use of the common property. Thai lawyers read the rule narrowly: the juristic person may not cut the unit's own water or electricity, change the locks or evict the owner. It collects the debt through the courts.

What is not settled yet

Some questions have no clear answer in the Act or in official guidance:

• whether a general meeting may be held online;
• whether a foreign individual can work as a building manager without a work permit;
• whether the developer votes the units it has not yet sold, although it pays common fees on them;
• how far an owner's right to inspect documents goes beyond the records listed above;
• whether an owner's complaint obliges the Land Office to inspect the juristic person.

What to do next

If you are in a dispute, send us the bylaws, the meeting notice and the minutes. Our lawyers will tell you whether the resolution can be challenged, how the votes should have been counted and how much time is left. We agree the fee before we start.

If you are buying, the juristic person's accounts, minutes and debts are part of the check before you pay. See legal support when buying a condo in Phuket for how the purchase is handled, and how to check the 49% foreign quota before you pay a deposit.