Representative of a Juristic Person to File a Criminal Complaint
The letter carried by Mr. Sitthi and presented to the inquiry officer clearly constituted a written instrument by which Mr. Sanguan, acting in his capacity as Managing Director of the company, authorized Mr. Sitthi to file a criminal complaint on behalf of the company. Once Mr. Sitthi, as the authorized representative, submitted that document to the inquiry officer and filed the complaint in accordance with the authority conferred upon him, the complaint must be regarded as having been validly made by a person duly empowered to act for the juristic person.
The essential legal consideration is that the document identified with sufficient certainty:
the person granting the authority,
the person receiving the authority, and
the matter in respect of which the complaint was to be made.
Since the document was signed by the grantor of authority, it was legally sufficient to constitute a valid complaint. The absence of the grantee’s signature acknowledging acceptance of the power of attorney does not invalidate the authorization.
Furthermore, the filing of a criminal complaint by a juristic person is an act undertaken in the ordinary course of protecting and preserving the legal interests of the juristic person. Such act does not require a specific company regulation or bylaw expressly empowering the Managing Director to delegate authority for that purpose. It is an act incidental to the management and protection of the company’s rights.
Accordingly, the criminal complaint filed by Mr. Sitthi on behalf of the company was legally valid, and the inquiry officer was under a duty to accept it for investigation. The refusal to do so was therefore improper and contrary to law.
This position is consistent with Supreme Court Decision No. 1197/2521 (1978), which established that where a written instrument specifies who grants the authority, who receives it, and for what matter the complaint is to be lodged, and the grantor has signed the instrument, such complaint is valid in law even though the attorney-in-fact has not signed the document. The Court further held that the filing of a criminal complaint by a juristic person for the protection of its interests is a normal act of management and does not need to be expressly prescribed by internal company regulations.