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His Majesty King Bhumibol Adulyadej has been graciously pleased
to proclaim that:
Whereas it is expedient to revise the law on public limited company;
Be it, therefore, enacted by His Majesty the King, by and with
advice and consent of the National Legislative Assembly,
as follows:
Section 1. This Act shall be cited “Public Limited Company
Act B.E. 2535”.
Section 2. This Act shall come into force upon expiration
of sixty days from the date of its promulgation in the Royal
Government Gazette.
Section 3. Public Limited Company Act B.E. 2521, shall
be repealed.
CHAPTER 1
General Provisions
Section 4. In this Act,
“company” means a public limited company established under this Act;
“private company” means a limited company established under the Civil
and Commercial Code;
“Board of Directors” means the Board of Directors a public limited company;
“Chairman” means the Chairman of the Board of Directors of a public
limited company;
“Director” means a director of a public limited company;
“Registrar” means the Director-General of the Department of Business Development and
shall also include the person entrusted by the Director-General
of the Department of Business Development;
“Competent Official” means a person appointed by the Minister to execute
this Act;
“Minister” means the Minister in charge of the execution of this Act.
Section 5. In case this Act provides that any person is
required to submit documents or a list of items within a
given period, if the person cannot do so within the given
period for reasons of necessity and has applied for
time extension or postponement by describing reasons of
necessity, deeming it expedient the Registrar may permit
an extension or postponement appropriate to the case. Government
Gazette Vol. 109 Part 43 Page 6 dated 8 April 1992.
Section 6. In case this Act provides that any person has
the duty to or may inform, warn, advertise or publish any
statement concerning any company for the information of
other persons or the public by means of a newspaper, such
person shall have the statements published in a daily Thai-language
newspaper printed for distribution in the locality in which
the head office of the company is situated, for a consecutive
period of not less than three days.
In case no newspaper pursuant to paragraph on exists, such
person shall have the statements published in a daily
Thai-language newspaper printed for distribution in Bangkok
Metropolis instead.
Section 7. In case this Act provides that any person has
the duty to dispatch instructions, warning, notice, or any
document to another person, the person having the duty to
send the same or his representative may deliver the same
to the recipient or his representative directly or send
the same by registered post to the recipient at the address
already given by the recipient to the sender or, if no address
was given, send to the place which is the domicile of the recipient.
In case of sending by registered post, such instructions, warning,
notice, or document shall be deemed to have reached the
recipient at the time said instructions, warning, notice,
or document should have reached the destination by normal
post during the time of such mailing, unless proved to be otherwise.
Section 8. Shareholders or the company cannot take benefits
from third persons on any terms or items that must be registered
under this Act until duly registered with the Registrar,
but shareholders or the company having received debt repayments
before said registration need not return the repayments.
Section 9. Among the shareholders or between the shareholders
and the company, it shall be presumed that all the account
books and documents of the company or of the liquidator
are correct according to the entries recorded therein in every respect.
Section 10. Any person upon payment of fees shall have
rights to inspect or to copy the contents of the register
or documents kept by the Registrar or to request the Registrar
to make copies or to make photocopies of any documents
duly certified correct by the Registrar or for a certificate
of any item registered.
Section 11. The company shall do as follows:
(1) To use the name beginning with the term "(Company)" and
ending with the term "(Limited Public)" or beginning with
the abbreviation "PLC" instead of the term "Company" and
"Limited(Public)" in Thai characters. In case of using name
in a foreign language, words which bear the meaning similar
to "Public Limited Company" may be used instead as prescribed
in the ministerial regulation;
(2) To show the name, location of the office, and registration
member of the company in letters, notices, announcements,
invoices, and receipt;
(3) To show the name of the company in the seal (if any);
(4) To have a name plate of the company placed in front of the
head office and branch offices (if any), and have the said
name plate removed when such places are not used as the
head office or branch offices or when the dissolution of
the company or its branches has been registered.
Any company operating business of any category exempt from compliance
with (1) shall be as prescribed in the ministerial regulation.
The arrangement for or removal of the name plate in (4) must
be made within fourteen days from the date of registration
of the company or as from the date the said place is not
used any more as the head office or branch office of the
company or from the date of registration of dissolution
of the company or branch, as the case may be.
Section 12. The company shall not become a partner in any
registered ordinary partnership, nor shall it become a partner
of unlimited partner in any limited partnership.
Any agreement made in violation of the provisions in paragraph
one shall be void.
Section 13. If the Registrar is of the opinion that the
name of any company which has applied regardless of whether
it is in Thai or in a foreign language, is the same or similar
to the name of a company or a private company which has
been previously submitted or registered, the Registrar shall
reject such application and notify the applicant accordingly.
Section 14. The Minister of Commerce shall be in charge
and control of the execution of this Act and shall have
powers to appoint competent officials, prescribe forms,
and issue ministerial regulations on matters as follows:
(1) prescription of rules and procedures relating to the application
for registration and the acceptance of registration under this Act;
(2) prescription of the rates of fees not exceeding the rates attached hereto;
(3) exemption from fees;
(4) prescription of any other for the execution of this Act.
Ministerial regulations shall come into force upon their promulgation
in the Royal Government Gazette.
CHAPTER 2
Formation of a Company
Section 15. A Public Limited Company is the kind of company
established with the purpose to offer shares for sale to
the public and the liability of the shareholders is limited
to not exceeding the amount payable on the shares and said
company has specified such objective in its Memorandum of Association.
Section 16. Natural persons in a number of fifteen and
more may form a company by preparing a memorandum of association
and complying with other requirements under this Act.
Section 17. The Promoters shall
(1) be sus juris(full age);
(2) in a number not less than one half of the total number of
the promoters have their domicile in the Kingdom;
(3) subscribe for shares and all the shares so subscribed must
be those to be paid up in money in an aggregate amount equal
to not less than a rate of five percent of the registered capital;
(4) not be incompetent or quosi-incompetent persons or not be
or used to be bankrupt and;
(5) have never been sentenced to imprisonment by a final judgment
for an offense pertaining to property committed in dishonesty.
Section 18. The Memorandum of Association must at least
contain particulars as follows:
(1) the name of the company, under Section 11(1);
(2) the purpose of the company to offer shares for sale to the public;
(3) the objective of the company, which must specify clearly
categories of business;
(4) the registered capital including the type, number and value
of shares;
(5) the location of the head office, which must be in any locality
in the Kingdom;
(6) the names, dates of birth, nationalities, and addresses
of the promoters and the number of shares for which each
of them has subscribed.
The name of the company shall not
be of descriptions prohibited by the ministerial regulation.
Section 19. Such memorandum of association shall be signed
by all the promoters and shall be applied for registration to the Registrar.
Amendment of the memorandum of association already accepted for registration
by the Registrar prior to registration of the company may
be made only with the consent of all the promoters and the
amendment to the memorandum of association may be submitted
to the Registrar for registration but however before offering
shares for sale to the public or any person.
Section 20. In the case where a promoter dies or withdraws
prior to the completion of the statutory meeting and the
remaining promoters propose to proceed further, they shall
act as follows:
(1) Replace the promoter within one month as from the date of
the death or withdrawal of the promoter, unless the remaining
promoters, not less than the number prescribed in Section
16 agree not to replace the promoter.
(2) Notify the subscribers in writing within fourteen days from
the date of replacement or of the date on the remaining
promoters agree not to replace the promoter.
(3) Apply for registration of an amendment to the memorandum
of association in respect of the number of and persons who
are the promoters within three months from the date of the
death or withdrawal of the promoter.
Withdrawal from promotership must have consent of all the promoters.
In case the remaining promoters do not wish to proceed further
or do not comply with (1) or (3), the memorandum of association
already registered by the Registrar shall become invalid
as from the date of the death or withdrawal of the said
promoter or the date of expiration of the period prescribed
in (1) or (3), as the case may be, and the promoters shall
notify the Registrar and the share subscribers within fourteen
days from the date on which the memorandum of association
became invalid.
Section 21. In the case where any promoter dies or withdraws
their subscription by sending a notice to the promoters
within seven days as from the date of receipt of the notification
under Section 20(2).
Section 22. In the case where a subscriber dies, his or
her heir may withdraw the subscription by serving a notice
to the promoters within fourteen days from the date of the
subscriber's death, except where all the shares were paid
up at the time of subscription or the promoters have already
sent out notices convening the statutory meeting.
Section 23. Subject to Section 24, after the Registrar
has registered the memorandum of association the promoters
of the company may offer shares for sale to the public or any person.
CHAPTER 3
Offer of Shares for Sale to the Public
Section 24. An offer of shares for sale to the public or
to any person shall be in accordance with the law on securities and stock exchange.
Section 25. The promoters or the company shall submit to
the Registrar a copy of the documents relating to the offer
of shares for sale to the public, which shall be prepared and submitted
to authorities under the law on securities and stock exchange, within fifteen days
as from the date of submission to such authorities in accordance with the rules,
procedure, and conditions prescribed by the Registrar.
CHAPTER 4
Statutory Meeting and Registration of a Company
Section 26. Unless otherwise provided, the promoters may
not dispose of property received as payment for subscription
for shares of the company or use payment for subscription
for shares of the company as expenses in any activity.
Section 27. The promoters shall convene the statutory meeting
when the number of subscribed shares reaches the number
specified in the prospectus or a public meeting, which must not be less than
fifty percent of the number of shares specified in the memorandum
of association, within two months from the date on which
the number of subscribed shares reached the specified number
but not later than six months from the date on which the
Registrar registered the memorandum of association.
In the necessary case where it is impossible to call the statutory
meeting within the period prescribed under paragraph one,
if the promoters of the company wish to proceed further
they must apply for an extension of the period by giving
reason therefore to the Registrar not less than seven days
before the expiry date of such period. In the case where
the Registrar deems it expedient, the Registrar may permit
an extension which must not be less than one month and not
exceeding three months from the date ending such period.
If the statutory meeting could not be concluded within the
period under this Section, the memorandum of association
shall become invalid upon the lapse of such period and within
fourteen days from the date on which the memorandum of association
become invalid the promoters shall return payment for share
subscription to the share subscribers.
Section 28. In convening the statutory meeting, the promoters
shall:
(1) send a notice thereof to share subscribers to whom shares
have been allocated for not less than fourteen days before
the date of the meeting, together with documents as follows:
(a) agenda of the meeting;
(b) documents on matters to be ratified or approved by the statutory
meeting, which are certified correct by two promoters of
the companies;
(c) draft articles of association of the company.
(2) prepare a list of subscribers, specifying name, nationality
address, and number of shares subscription for which have
been accepted by the promoters.
After sending the notice of meeting together with documents to
the subscribers, the promoters shall send a copy of said
notice of meeting and documents to the Registrar not less
than seven days before the date of the meeting.
Section 29. In sending out a notice of meeting by registered
mail, if there occurs a deficiency of not exceeding five
percent of the number of shares already allotted and not
exceeding five percent of the number of subscribers to whom
shares have been allotted and the notice of meeting has
been announced in a newspaper for not less than three days
before the date of the meeting, such notice of meeting shall
be deemed to have been duly served.
Section 30. The articles of association of the company
must not be in conflict or inconsistent with the memorandum
of association and with provisions of this Act, and shall
prescribe at least matters as follows:
(1) the issuance and the transfer of shares;
(2) meeting of shareholders;
(3) the number, method of election, term of office, office vocating
before expiration of term of office, meeting, and powers
of directors;
(4) accounting, finance, and audit procedures;
(5) the issuance of preference shares (if any);
(6) the conversion of preference shares to ordinary shares (if any).
Section 31. Subject to Section 19 paragraph two, the
company may amend the memorandum of association or the articles
of association of the company only when the meeting of
shareholders has passed a resolution therefore by
not less than three-fourths of the total votes of shareholders
present and qualified to vote.
Regarding the amendment of the memorandum of association or the articles
of association of the company, the amendment and registration
shall be performed within 14 days from the date on which
the resolution was passed at the meeting.
Section 32. The statutory meeting shall be held in the
locality in which the head office of the company is to be
located or in a neighboring province, and must be attended
by subscribers representing an aggregate number of shares
not less than one half of the total prescribed shares to
constitute a forum.
In the case where the subscribers present do not form a quorum
under paragraph one, the promoters shall send a notice of
meeting to the subscribers within fourteen days from
the date appointed for the first meeting, but not less than
sever days before the date of the meeting.
Section 33. Subscribers to whom shares have been allot
allotted by the promoters have rights to participate and
vote in the statutory meeting.
Any subscriber who has special interest in any matter shall
have no right to vote on such matter, except in the election of directors.
A resolution of the statutory meeting shall be decided by
a majority of votes of the subscribers present and qualified
to vote. In the case of the votes of the subscribers are
tied, the meeting chairman shall give the casting vote.
In voting, the subscribers shall have votes according to the
number of shares respectively subscribed by them, one share
is regarded as one vote.
Voting shall be made openly, unless the subscribers in a number
not less than five moved for a secret vote and the meeting
has resolved to have a secret vote. The secret vote procedure
shall be as instructed by the meeting chairman.
Section 34. In a meeting of subscribers, the subscribers
may authorize a person of sui juris (full age) as proxy to attend the
meeting and vote on their respective behaves. Authorization
shall be in writing and signed by the authorizer, and shall
be handed over to the person designated by the promoters
at the place of the meeting before the proxy attends the meeting.
The proxy form shall be in the form prescribed by the Registrar,
which shall contain at least the following:
(1) the number of shares held by the authorizer;
(2) the name of the proxy;
(3) the serial number of the meeting which the proxy is authorized
to attend and vote.
In voting, a proxy shall have a number of votes equal to the
aggregate number of votes of the authorizing subscribers,
unless he has announced to the meeting before voting to
the effect that he will vote on behalf of certain authorizers
only, by specifying the name of the authorizers and number
of their respective shares.
Section 35. Business to be transacted in the statutory
meeting are:
(1) to consider the articles of association;
(2) to ratify the business already operated by the promoters
and approve the expenses incurred in the company establishment;
(3) to fix the amount to paid to the promoters, if such is specified
in the prospectus;
(4) to prescribe particulars of preference share (if any);
(5) to fix the number of ordinary shares or preference shares
to be issued to any person as if they were paid up in full
because such person has given other property in lieu of
money or has granted or perimeter the use of copyright to
any work of literature, art, or science, patent, trademark,
form or model, plan, formula, or confidential process, or
has provided information concerning experience in the field
of industry, commerce, or science;
(6) to elect directors;
(7) to elect of the auditor and fix his remuneration
Section 36. The election of directors shall be in accordance
with the provisions of Section 70.
Section 37. The promoters shall hand over all businesses
and documents of the company to the Board of Directors within
seven days from the date of the statutory meeting conclusion.
Having taken over the business and documents, the Board of Directors
shall issue a notice to the subscribers requesting them
to pay for their respective shares in full within the period
specified in the notice, which shall not be less than fourteen
days from the date of receipt of the notice, and at the
same time requesting the subscribers who pay for their shares
with other property which is not money to transfer ownership
over such property or documentary evidence of title to rights
to the company in accordance with the procedure and within
the period specified in the notice, which shall not be less
than one month from the date of the company registration.
Payment for shares nay not be ser off with the promoters or the company.
Section 38. If a subscriber does not make payment on shares
or transfer the ownership of property to the company
under Section 37 paragraph two, the Board of Directors shall
issue a reminder requesting the subscriber to make
payment for the shares in full or to transfer ownership
over the property or documentary evidence of title to rights
to the company within fourteen days from the date of issue
of the reminder and at the same time informing that, if
action has not been taken in accordance with the procedure
and within said period, the Board of Directors will auction
off the shares.
Upon expiration of the period prescribed under paragraph one,
if said subscriber failed to pay for the shares in full
or to transfer ownership over the property or documentary
evidence of title to rights to the company, the Board of
Directors shall auction off the shares within seven days
from the date of expiration of said period.
If the amount obtained from the auction under paragraph two
is less than the full value of the shares, the Board of
Directors shall collect the deficit from the share subscriber
without delay.
Section 39. After having received the payment on shares
up to the number prescribed in Section 27, the Board of
Directors shall apply for registration the company within
three months from the date of conclusion of the statutory
meeting, with particulars as follows presented in the application:
(1) the paid-up capital, the total amount of which must be specified;
(2) the total number of shares sold, classified into
(a) ordinary shares or preference shares (if any) paid up in money,
(b) ordinary shares or preference shares (if any) paid up
with other asset than money, and clarify criteria concerning
the appraisal of such asset.
(c) ordinary shares or preference shares (if any) paid up
in accordance with Section 35(5), with a brief account
also given;
(3) the names, date of birth, nationality, and address of the directors;
(4) the names and number of directors authorized to affix signature
in behalf of the company and power limitations (if any)
as specified in the articles of association;
(5) the location of the head office and branch offices (if any).
In applying for registration under paragraph one, the
board of directors shall send along at the same time the
articles of association, list of shareholders specifying
names, nationalities, addresses, number of shares held, and
share certificate number, and minutes of the statutory meeting.
Section 40. In the case where there is a change in any
item shown under Section 39 paragraph one, the company shall
apply for registration of the change in such item within
fourteen days from the date of occurrence of the change.
Section 41. The company duly registered under this Act
shall become a juristic person on the date of registration
by the Registrar.
Section 42. The company has powers to carry out any act
within the scope of its objective and, if not otherwise
provided in the articles of association, such powers shall
include powers to act as follows:
(1) to be a plaintiff, file complaint, carry out proceeding
on behalf of the company;
(2) to purchase, procure, accept, hire, hire-purchase,
own, possess, improve, use, and manage any property including
interest thereon;
(3) to sell, transfer, mortgage, pledge, exchange and otherwise
dispose of property;
(4) to borrow money, grant surety, issue, transfer, and endorse
promissory notes or other negotiable instruments
(5) to request temporary release of directors, staff, or employees
held under criminal action for an offense committee in relation
to duty performance for the company
(6) to hold shares, manage other companies or private companies,
and operate specific business jointly with other companies
or private companies;
(7) to carry out any other act that may be done by a natural
person, except those which by nature could be possibly done
by natural persons only, however, within the scope of the
objective of the company.
Section 43. Subject to Section 44, the Board of Directors
may not dispose of the property received as payment for
shares of the company nor may they spend payment for shares
of the company in any business before the company is registered
by the Registrar, except the expenses approved by the statutory meeting.
Section 44. If application for registration of the company
was not made within the period under Section 39 or the Registrar
issued an order not to accept for registration and the order
was a final one, the company shall be deemed to not have
been established and the Board of Directors shall proceed
as follows:
(1) to return payment for shares, in case of payment in money;
(2) to transfer ownership over the property back to the subscribers,
in case of payment for shares in property other than money;
(3) to return copyright on any work of literature, art, or science,
patents, trademarks, design or models, drawings, plan formula,
or confidential process, or to return the information on
experience in the field of industry, commerce, or science
back to the grantor or perimeter of the use thereof. If
the foregoing could not be returned, payment shall be made
in an amount appropriate to the individual case or, where
an agreement exists, payment of the compensation as stipulated
therein shall be made.
These shall be carried out within one month from the date of the
period expiration.
In the case where the company was not established because of
the order of the Registrar, which was not a result of the
fault of the promoters of the company or the Board of Directors,
before returning the payment for shares to the subscribers
under (1) the Board of Directors may also deduct expenses
approved by the statutory meeting.
Section 45. The directors must be jointly and unlimitedly
responsible for their failure to comply with Section 44,
with interest thereon, from the date of expiration under Section 44.
In the case any director can prove that the failure to comply
with Section 44 was not his fault, such director will not
be liable under paragraph one.
Section 46. The promoters of the company shall be jointly
responsible for all businesses carried out in the establishment
of the company if they failed to conclude the stator meeting,
and shall be jointly responsible unlimitedly for all debts
and payments not approved by the statutory meeting.
Section 47. Upon establishment of the company, no shareholder
may request the court to order withdrawal of his purchase
of shares on grounds of misunderstanding or being threatened
or defraud.
Section 48. In the case where the company established a
branch office to operate the business of the company, whether
within or outside the Kingdom, the company shall apply for
registration of the branch office prior to operation commencement.
In the case where the company dissolved a branch office, the
company shall apply for registration of dissolution of branch
office within fourteen days from the date of dissolution
of such branch office.
Section 49. Section 108 shall apply to the statutory meeting
mutatis mutandis.
CHAPTER 5
Shares and Shareholders
Section 50. Each share of the company shall be equal to value.
Section 51. In the case where the company is to offer shares
at a price higher than the value registered, the company
shall have the share subscriber remit the amount in excess
of the value together with the share payment, and take this
amount in excess of the share value to establish a surplus
reserve separately from the reserve fund under Section 116.
Section 52. The company having been in operation for not
less than one year, if suffering a loss, may its shares
at a price lower than the registered value but must
(1) have approval of the meeting of shareholders
(2) determine a definite discount ratio and also specify it
in the prospectus; and
(3) Comply with Section 137 mutatis mutandis.
Section 53. A share is indivisible.
If two persons and more jointly subscribe for or hold one share
or more, those persons must be jointly liable for remittance
of payment for the share or shares and the amount in excess
of the share value, and must appoint one among them as the
person to exercise rights in the capacity as the share subscriber
or shareholders, as the case may be.
Section 54. Under enforcement of Section 35(5) and Section
52 all shares shall be paid at one time in full value.
In paying for shares, the subscriber or purchaser may not
set off against the company as to payments on shares.
Section 54/1. The provision of Section 54 paragraph two shall not apply to the case where the
company restructures its debts by issuing new shares for
debt repayment upon the Securitization Project. The project
shall get the prior approval from the meeting of shareholder by a vote not less than three-fourth of the total number of votes
of shareholders attending the meeting and having the right to vote.
The issuance of new shares for payment and the Securitization project under paragraph one shall
be in accordances with the rules and procedures as prescribed in the Ministerial Regulations.
Section 55. The company must prepare share certificates
for delivery to the purchasers within two months from the
date of registration of the company by the Registrar or
from the date of receipt of payment for all the shares in
the case the company distributed the remaining shares or
newly issued shares after registration of the company.
No share certificate shall be issued to any person until the
company or capital increase is duly registered and such
person has paid for the shares in full.
A share certificate issued in violation of the provisions
of paragraph two shall be void.
Section 56. A share certificate shall at least contain
particulars as follows:
(1) the name of the company;
(2) the registration number of the company and date of registration
of the company by the Registrar;
(3) the types, value, and serial numbers of the share certificate,
and number of shares;
(4) the name of the shareholders;
(5) the signature of at least
one director, signed or printed; but the director may assign
the share registrar under the law on securities and securities
exchange to sign or print signature on his behalf;
(6) the
date of issue of the share certificate.
Section 57. The company may not prescribe any limitations
in share transfer, unless such limitations are for the purpose
of preserving right and interests lawfully deserved by the
company or for the purpose of maintaining the ratio of shareholding
between Thais and foreigners.
The promoters may not transfer shares bought under Section 17(3)
before the expiration of two years' period from the date
of registration of the company, except with approval of
the meeting of shareholders.
Section 58. A transfer of shares shall be complete upon
endorsement of the share certificate by the transferor by
specifying name of the transferee and delivery of the share
certificate to the transferee. Such transfer of shares may
be used as proof to the company when the company has received
an application for registration of the transfer of shares,
but may be used as proof to outside persons when the company
has registered the transfer of the transfer of shares In
this connection, if the company is of the opinion that the
transfer of shares is in order the company shall register
the transfer of shares within fourteen days from the date
of receipt of the application or, if the company finds the
transfer of shares incomplete, the company shall notify
the applicant according within seven days.
In the case where the transferee wishes to have a new share
certificate, he shall make a written request to the company,
duly signed by the transferee with at least one witness
signing in attestation to the signature of the transferee,
and deliver the former share certificate and other evidence
back to the company. In this connection, if the company
is of the opinion that the transfer of shares is in order,
the company shall register the transfer of shares within
seven days from the date of receipt of the application and
shall issue a new share certificate within one month from
the date of receipt of such application.
Section 59. In the case where a shareholder of the company
dies or becomes bankrupt, and thereby entitling any person
to the shares, if such person produces valid and complete
evidence, the company shall register and issue a new share
certificate to the person within one month from the date
of receipt of complete evidence.
Section 60. During, the period of twenty-one days prior
to each meeting of shareholders, the company may suspend
registration of share transfer by posting up a notice for
information of shareholders in advance at the head office
and every branch office for a period not less than fourteen
days prior to the date of commencement of share transfer
suspension.
Section 61. The company shall keep a register of shareholders
containing at least the following particulars:
(1) the names, nationalities, and addresses of the shareholders;
(2) the types, value, serial numbers of certificate and numbers of shares;
(3) the date of registration as shareholder or of termination as shareholders.
Section 62. The company shall keep the register of shareholders
and registration supporting evidence at the head office
of the company, but the company may assign any person to
the duty of keeping the register of shareholders and registration
supporting evidence for the company at any place but shall
notify the shareholders and the Registrar of such keeper
of the register.
In the case where the register of shareholders is lost or defaced
or damaged in essence, the company shall report to the Registrar
within fourteen days from the date on which it had or should
have knowledge of such loss, defacement, or damage and shall
prepare or repair the register of shareholders within one
month from the date of report.
The register of shareholders shall be presumed correct.
Section 63. Shareholders have rights to examine the particulars
in the register of shareholders and the evidence relevant
to the registration during the work hours of the keeper
of the register of shareholders. For this purpose, the keeper
of the register of shareholders may fix the time which shall
not be less than two hours a day.
In the case where a shareholder requests a copy of the register
of shareholders, in whole or in part, certified correct
by the company or requests the company to issue a new share
certificate in substitution for the share certificate which
is last or defaced or damaged in essence and has paid fees
according to the articles of association of the company,
the company must comply within fourteen days from the date
of receipt of the request.
The share certificate, which is lost or defaced or damaged in
essence and for which a new share certificate has been issued
in substitution, shall be deemed revoked.
Fees under the articles of association of the company as mentioned
in paragraph two must not exceed the rate prescribed by
the ministerial regulation.
Section 64. The company shall file a list of shareholders
existing on the date of the annual ordinary meeting of shareholders
showing items under Section 39 paragraph two to the Registrar
within one month from the date of conclusion of the meeting.
Section 65. The Preferential rights to shares already issued
may not be changed.
Conversion of preference shares to ordinary shares cannot be done,
unless the articles of association provides otherwise. In
such case, conversion can be done by the shareholder applying
for conversion to the company and returning the share certificate.
Share conversion under paragraph two shall become effective on
the date of the application submission. In such case, the
company shall issue a new share certificate to the applicant
within fourteen days from the date of receipt of the application.
Section 66. The company shall not own or accept a pledge
of its own shares.
Section 66/1. The provision of Section 66 relating to the company owning its
shares shall not apply in the following cases.
(1) The company may repurchase its shares from a shareholder who votes against the
resolution of the meeting of sharehoders to amend the articles of association of the company relating to the right to vote
and the right to dividend payment which is unfair in view of such shareholder
(2) The company may repurchase its shares for the purpose of financial administration
when it has accumulated profits and surplus liquidity,
and such repurchase shall not cause a financial problem for the company.
The shares that the company holds shall be counted to constitute the quorum of a meeting of shareholders
and such shares shall have no right to vote and
to dividend payment.
The company shall dispose of the shares repurchased under paragraph
one within the timeframe specified in the Ministerial Regulations.
If it does not dispose of or is unable to dispose of all the shares within such period, the company shall reduce
its paid-up capital by canceling the remaining registered share indisposable.
The repurchase of the shares under paragraph one, dispose of the shares and cancellation of the shares under paragraph
three shall be in accordance with the rules and procedures prescribed in the Ministerial Regulations.
CHAPTER 6
Board of Directors
Section 67. The company shall have a board of directors
to operate business of the company, comprising at least
five directors of which not less than one half shall reside
in the Kingdom
Section 68. The directors shall be natural persons and
(1) be sui juris (full age);
(2) be not bankrupt, incompetent, or quasi-incompetent;
(3) not have been sentenced by a final judgment to imprisonment
for dishonesty;
(4) not have been dismissed from a government service or state
organization or agency for dishonesty on duty.
Section 69. Prescription of any limitations in order to
prevent shareholders from becoming directors may not be done.
Section 70. Unless otherwise provided by the articles of
association, directors shall be elected by the meeting of
shareholders in accordance with rules and procedures as
follows:
(1) One shareholder has votes in a number equal to number of
shares he holds multiplied by number of directors to be
elected.
(2) Each shareholder may use all his votes under (1) to elect
one or more than one director. In case of voting for more
than one director, he may distribute his votes as he pleases.
(3) Persons who receive highest votes arranged in order from
higher to lower in a number equal to that of directors to
be appointed are elected directors of the company.
In the event of a tie at a lower place, which would make the
number of directors greater than that required, the persons
involved shall draw lots for selection.
In the case where the articles of association of the company
provides for the method of election of directors to be otherwise,
such provision must not deprive the shareholders of their
rights to vote in the election of directors.
Section 71. In every annual ordinary meeting of shareholders
a new board of directors shall be elected, but the former
board of directors shall remain in office to operate business
of the company as long as necessary until the new board
of directors assume office.
Provisions in paragraph one shall not apply to the case of the articles
of association of the company providing for a method of
election of directors different from that prescribed in
Section 70. In such case, one-third of directors shall vacate
office. If the number of directors cannot be divided exactly
into three parts, directors in a number closest to one-third
shall vacate office.
Unless provided otherwise by the articles of association of the
company, directors to vacate office in the first year and
the second year after registration of the company shall
draw lots. In subsequent years, the directors who remained
in office for the longest time shall vacate office.
Directors vacating office under this Section may be re-elected
Section 72. In addition to vacating office on expiration
of term of office under Section 71, directors shall vacate
office upon
(1) death;
(2) resignation;
(3) dispossession of qualifications or possession of disqualifications
under Section 68;
(4) the meeting of shareholders resolving to remove under Section 76;
(5) the court issuing an order to remove.
Section 73. Any director who wishes to resign from office
shall tender a letter of resignation to the company, and
resignation shall take effect on the date on which the
letter of resignation reaches the company
The director who has resigned from office under paragraph one
may notify the Registrar for information of his resignation
from office.
Section 74. In the case where the whole board of directors
vacate office, such board of directors shall remain in office
as long as necessary to operate business of the company
until the new board of directors assume office, unless otherwise
ordered by the court in the case under Section 72(5).
The board of directors vacating office must make arrangements
to hold a meeting of shareholders for election of a new
board of directors within one month from the date on which
it vacated office, by dispatching a notice of meeting to
the shareholders not less than fourteen days in advance
of the date of the meeting.
Section 75. Subject to Section 83, in the case of a vacancy
of directorship for reason other than expiration of term
of office, the board of directors shall elect a person possessed
of qualifications and not possessed of disqualifications
under Section 68 as the replacement director in the next
meeting of board of directors, unless the remaining term
of office of the director is less than two months.
The resolution of the board of directors under paragraph one
must be supported by votes not less than three-fourths of
number of the remaining directors.
The replacement director pursuant to paragraph one may hold
only for the remainder of term of office of the director
whom be replaces.
Section 76. The meeting of shareholders may pass a resolution
to remove any Director prior to the expiration of his term
of office with votes not less than three-fourths of number
of shareholder attending the meeting and having the right
to vote and the total number of shares being of not less
than one half of number of shares held by shareholders attending
the meeting and having the right to vote.
Section 77. The Board of Directors has powers and duties
to manage the company in accordance with the objective,
articles of association, and resolutions of meeting of shareholders.
The Board of Directors may entrust one Director or Directors
or any other person or persons with any task to be carried
out on behalf of the Board of Directors, unless the articles
of association provide expressly not to vest the Board of
Directors with said powers.
Section 78. The Board of Directors shall elect one of
the directors to be the chairman of the board.
The board of directors, upon contemplate thought, may elect
one or several directors to be a vice chairman. The vice chairman shall have duties to
follow the articles of association in the business entrusted by the chairman of the board.
Section 79. The board of directors shall hold a meeting
at least once every three months in the locality in which
the head office of the company is situated or a neighboring
province, unless the articles of association of the company
provide that the meeting be held at other locality.
Section 80. In a meeting of the board of directors, the
presence of not less than one half of the total number
of directors is required to constitute a forum. In the case
where the chairman of the board is not present at the meeting
or is unable to perform his duty and if there exists a vice-chairman,
the vice-chairman shall preside over the meeting. If there
is no vice-chairman or if there is one but he is unable
to perform the duty, the meeting shall elect one among themselves
to preside over the meeting.
The decisions at the meeting shall be by a majority of votes.
Each director shall have one vote, except the director having
interests in any matter who shall have no right to vote
in such matter. In the case of an equality of votes, the
chainman of the meeting shall give the casting vote.
Section 81. The chairman of the board shall convene the meeting of the board
of directors.
If two or more directors request a meeting of the board of directors,
the chairman shall appoint a date for the meeting within
fourteen days from the date of receipt of such request.
Section 82. In calling a meeting of the board of directors,
the chairman or the person assigned by him shall send out
a notice of meeting to the directors not less than seven
days in advance of the date of the meeting, except in the
case of urgency for the purpose of maintaining rights or
benefits of the company, the notice of meeting may be served
by other means and an earlier date may be fixed for the
meeting.
Section 83. In the case where there are vacancies in the
boards of directors resulting in the number of directors
being less than the number required for a quorum, the remaining
Directors may act in the name of the board of directors
only to hold a meeting of shareholders in order to elect
directors to replace all the vacancies.
The meeting under paragraph one shall be held within one month
from the date of the number of directors fails below the
number required for a quorum.
The replacement Directors under paragraph one shall hold office
only for the remainder of term of office of the respective
directors they replace.
Section 84. All affairs of the company done in the name
of the company by the board of directors or directors or
persons assigned by the board of directors shall be valid
and binding upon the company even though if may subsequently
appear that there was some flaw in respect of the election,
appointment, or qualifications of the directors.
Section 85. In operating business of the company, the directors
shall perform their duty in accordance with the law, objective,
and articles of association of the company as well as resolution
of the meeting of shareholders in good faith and with care
to maintain interests of the company.
In the case where any director performs any act or does not perform
any act, which was a failure to comply with paragraph one,
the company, or the shareholders, as the case may be, action
may be taken as follows:
(1) If such act or omission causes damage to
the company, the company may claim a compensation from such
director.
In the case where the company did not make such claim, one
shareholder or shareholders holding an aggregate number
of shares not less than five percent of the total number
of shares sold may give a written notice requesting the
company to make such claim. If the company failed to comply
with the request, such shareholder or shareholders may take
a legal action to claim compensation on behalf of the company.
(2) If such act or omission may cause damage to the company,
any one or more shareholders holding an aggregate number
of shares not less than five percent of the total number
of shares sold may request the court to order cessation
of said commission.
In the case where the shareholders are the persons who took
action under paragraph two, they may request the court to
order such director removed from office.
The shareholder who took action under paragraph two and paragraph
three shall hold shares of the company at the time such
director performs or does not perform the act which causes
or might cause damage to the company, as the case may be.
Section 86. The Director are forbidden to operate a business
of the same nature as and in competition with that of the
company, or to enter to be a partner in an ordinary partnership
or a partner of limited liability in a limited partnership
or a director of a private company or other company which
operates a business of the same nature as and in competition
with that of the company, whether for their own or others'
benefit, unless the meeting of shareholders had been notified
prior to appointment thereto.
In the case where a Director violates the provision of paragraph
one, the company may claim a compensation for the damage
incurred from such director. However, a legal action must
be taken within one year from the date of knowledge of the
violation and not exceeding two years from the date of the
violation.
In the case where the company did not exercise its rights to
make claim under paragraph two, any one or more shareholders
holding a aggregate number of shares not less than five
percent of the total number of shares distributed may give
a written notice requesting the company to make the claim.
If the company failed to comply with the request within
one month from the date of the notice or the remainder of
the limitation under paragraph two is less than one month,
said shareholder or shareholders may make such claim for
the company and Section 85 paragraph two (2) and paragraph
three shall apply mutatis mutandis.
Section 87. If any Director purchases property of the company
or sells property to the company or transacted any business
with the company, whether in his own name or others', unless
approved by the board of directors such purchases or sale
or transaction shall not bind the company.
Section 88. The directors shall inform the company without
delay in the following cases:
(1) having interests directly or indirectly in any contract
entered into by the company during the accounting period
by specifying particulars of the contract, name of the parties
thereto, and interests of the directors therein (if any);
(2) holding shares or debentures in the company and affiliated
companies, by specifying the total number increased or decreased
during the accounting period (if any).
Section 89. The company shall not grant loans to the directors,
staff, or employees of the company, except
(1) a loan under the regulation on welfare of staff and employees; or
(2) a loan under the law on commercial banking, life insurance,
or other laws.
Loans as follows shall be regarded as loans granted to a directors,
staff, or employees under paragraph one:
(a) a loan to the spouse or children who one not sui juris (full age)
of a director, staff, or employee;
(b) a loan to an ordinary partnership of which a director, staff,
or employee, spouse or children who are not sui juris(full age) of
such director, staff, or employee is a partner;
(c) a loan to a limited partnership of which a director, staff,
or employee, spouse or children who are not sui juris(full age) of
such director, staff, or employee is a partner of unlimited
liability;
(d) a loan to other company or a private company in which a
director, staff, or employee, spouse or children who are
not sui juris(full age) of such director, staff, or employee holds
an aggregate number of shares exceeding one half of the
total number of shares of such other company or private
company.
Loan granting under paragraph one includes a guarantee on purchase
or discount of a bill and the granting of collateral for
the payment of a loan.
Section 90. The company shall not pay money or any other
property to the directors, except payment as remuneration
under the articles of association of the company.
In the case where the articles of association of the company
contain no provision on said matter, payment of remuneration
under paragraph one shall be in accordance with the resolution
of the meeting of shareholders, supported by votes not less
than two-thirds of the total votes of shareholders present.
Section 91. The directors shall be jointly liable for any
damage to the company in case as follows:
(1) demanding subscribers to make payment for shares or transfer
rights to property to the company without compliance with
Section 37 or Section 38;
(2) using payment for shares as expenses or dispose of property
received as payment for shares in violation of Section 43;
(3) taking any action in violation of Section 85;
(4) granting loans in violation of Section 89;
(5) making payment of money or any other property to the directors
without compliance with Section 90;
(6) making payment of dividend to shareholders in violation
of Section 115 or liability under Section 118, unless it
can be proved that the act was done in good faith and based
on evidence or financial statements certified correct by
the chairman of the board or financial officer of the company
or the auditor;
(7) failure to prepare or keep books of account, registers or
documents of the company under this Act, unless it can be
proved that reasonable action has been taken to prevent
noncompliance.
Section 92. The director shall not be liable under Section
91 in cases as follows:
(1) Having proven that they did not participate in such activity
or said activity was not carried out on the basis of the
resolution of the meeting of the board of directors.
(2) Having objected at the meeting of the board of directors
and his objection was recorded in the minutes of meeting
or be submitted a written objection to the meeting chairman
within three days from the date of the meeting conclusion.
Section 93. In the case where the directors must be responsible
for any damage caused to the company under Section 91(6),
they shall have rights to call for the part of dividend
in excess from the shareholders who received it with the
knowledge that it was a payment made in violation of Section
115 or liability under Section 118.
Section 94. The directors shall be jointly responsible
for any damage caused to the shareholders an the persons
associated with the company in cases as follows, unless
it can be proved that they have no part in the commission
of such offense:
(1) giving false statement or concealing statement that should
be given in respect of financial standing and result of
operation of the company in offering shares, debentures,
or financial instruments of the company;
(2) showing statements or entries in documents submitted to
the Registrar, which are false or do not correspond to the
accounts, registers, or documents of the company;
(3) preparing the balance sheet and profit and loss account,
minutes of the meeting of shareholders, or minutes of the
meeting of the board of directors, which are false.
Section 95. Any director who carried out any affair which
the meeting of shareholders has duly resolved to ratify
or approve, even through the resolution is to be revoked,
such director does not have to be responsible for such affair
to the company, shareholders or creditors of the company.
Section 96. The company shall maintain a register of directors,
the minutes of meeting of the board of directors, and the minutes
of meeting of shareholders and keep them at the head
office of the company. However, the company may assign any
person the duty of keeping the said documents and the register
for the company at any place, but the company must inform
the Registrar prior and the said documents and the register
must be kept in the locality in which the head office is
situated or in a neighboring province.
The register of directors shall contain at least the following particulars,
(1) the names, dates of birth, nationalities, and addresses
of the directors,
(2) the types, value, share certificate number, and number of
shares held by each director;
(3) dates of becoming on ceasing to be directors.
The minutes of the meeting of the board of directors and the
minutes of meeting of the shareholders shall be prepared
and completed by the board of directors within fourteen
days from the date of the meeting.
Section 97. Unless otherwise provided in this Chapter,
the relationship between the directors and the company and
the relationship between the company and any third person
shall be in accordance with the Civil and Commercial Code
in the part on agent.
CHAPTER 7
Meeting of Shareholders
Section 98. The board of directors shall hold the annual
ordinary meeting of shareholders within four months from
the date ending the account period of the company.
Other meeting of shareholders in addition to the meeting under
paragraph one shall be called extra-ordinary meetings.
Section 99. The board of directors may convene an extra-ordinary
meeting of shareholders any time it deems expedient.
Section 100. Shareholders holding shares amounting to not
less than one-fifth of the total number of shares sold or
shareholders amounting to not less than twenty-five holding
shares amounting to not less than one-tenth of the total
number of shares sold may subscribe their names to a notice
requesting the board of directors to convene an extra-ordinary
meeting of shareholders at any time but they shall also
specify reasons for such request in the notice. In such
case, the board of directors must arrange for a meeting
of shareholders within one month from the date of receipt
of the notice.
Section 101. In calling a meeting of shareholders, the
board of directors shall issue a notice of meeting specifying
place, date, time, agenda, and matters to be set forth to
the meeting together with reasonal details, by expressly
specifying as to the matters to be set forth to the meeting
for information; approval, or consideration, as the case
may be, including opinion of the board of directors on said
matters, and send the same to the shareholders and the Registrar
for information not less than seven days before the date
of the meeting. Besides, the notice of meeting shall also
be announced in a newspaper for not less than three days
before the date of the meeting.
The place where the meeting is to be held under paragraph one
shall be in the locality in which the head office of the
company is situated or in a neighboring province, unless
otherwise provided by the articles of association.
Section 102. Shareholders are entitled to attend and
vote in the meeting of shareholders, but they may authorize
other persons as proxies to attend and vote at any meeting on their behaves.
In this regard, Section 33 paragraph two, paragraph four, and paragraph five
and Section 34 shall apply mutates mutandis, In the case of appointing the proxy, the instrument appointing the proxy
shall be submitted to the chairman of the board or to the
person designated by the chairman of the board.
The voting of stipulated in Paragraph one in the case that each share has one vote
shall not apply to the case where the company issue preferrence shares and provides the right to vote
less than that of ordinary shares.
Section 103. Unless otherwise provided by this Act, in
the meeting of shareholders there shall be shareholders
and proxies (if any) present at the meeting in a number
not less than twenty-five or not less than one half of the
total number of shareholders shares amounting to not less
than one-third of the total number of sold shares to constitute
a quorum.
In the event at any meeting of shareholders, upon the lapse
of one hour from the time fixed for the meeting commencement,
number of the shareholders present is insufficient to form
a quorum under paragraph one; if such meeting is convened
because the shareholders have requested under Section 100,
it shall be cancelled; if such meeting is convened not because
the shareholders have requested under Section 100, it shall
be reconvened and the notice of meeting shall be sent to
the shareholders not less than seven days in advance of
the date of the meeting. In the subsequent meeting no quorum
is required.
Section 104. The chairman of the board of director shall
preside over the meeting of shareholders. In the case where
the chairman is absent or unable to perform the duty, the
vice-chairman shall act as the meeting chairman. If a vice-chairman
does not exist or exists but unable to perform the duty,
the shareholders present shall elect one shareholder to
act as the meeting chairman.
Section 105. The chairman of the meeting of shareholders
has duties to conduct the meeting to be in accordance with
the articles of association of the company on meetings and
in order of the agenda as arranged in the notice of meeting,
unless the meeting resolves to change order of the agenda
with votes not less than two-thirds of the number of shareholders
present.
Upon completion of consideration under paragraph one, the shareholders
holding shares amounting to not less than one-third of the
total number of sold shares may request the meeting to consider
other matters in addition to those specified in the notice
of meeting.
In the case where the meeting has not concluded the consideration
of matters in order of the agenda under paragraph two, as
the case may be, and it is necessary to adjourn the meeting,
the meeting shall fix a place, date, and time for the next
meeting and the board of directors shall send a notice of
meeting specifying the place, date, and time and agenda
of the meeting to the shareholders not less than seven days
in advance of the date of the meeting. Besides, the notice
of meeting shall also be announced in a newspaper for not
less than three days prior to the date of the meeting.
Section 106. Dispatch of a notice of meeting shall be as
provided in this Chapter, and Section 29 shall apply mutatis
mutandis.
Section 107. Unless otherwise provided by this Act, a resolution
of the meeting of shareholders shall be supported by votes
as follows:
(1) In a normal case, by the majority of votes of the shareholders
present and voting; in case of an equality of votes, the
chairman of the meeting shall have the casting vote.
(2) In cases as follows, by votes not less than three-fourths
of the total votes of the shareholders who attend the meeting
and have the right to vote:
(a)
the sale or transfer of business of the company, in whole
or in essential part, to other persons;
(b)
the purchase or acceptance of transfer of business of other
companies or private companies by the company
(c)
entering into, amending, or terminating a lease of business
of the company in whole or in essential part; entrusting
other person with the management of the company; or amalgamating
business with other persons with the objective to share
profit and loss.
(3) In the case where the articles of association of the company
provide that a resolution of the meeting of shareholders
on any matter must be supported by votes exceeding that
specified in (1) or (2), it shall be so.
Section 108. In any meeting of shareholders, if the meeting
was convened or a resolution was passed without compliance
with or in violation of the articles of association of the
company or the provisions of this Act, not less than five
shareholders or shareholders amounting to less than one-fifth
of the total number of sold shares may request the court
to order revocation of such resolution of the meeting, but
the request must be made within one month of the date on
which the resolution was passed by the meeting.
In the case where the court orders revocation of the resolution
passed by the meeting of shareholders under paragraph one,
the company shall notify the shareholders thereof within
one month from date of the final judgment.
CHAPTER 8
Accounts and Reports
Section 109. The company shall arrange for the accounts
including the auditing of accounts in accordance with the
law governing such.
Section 110. In addition to the preparation of accounts
under Section 109, the company shall prepare a balance sheet
and a profit and loss account at least once in a period
of twelve months which is an accounting year of the company.
The balance sheet and the profit and loss account shall have
items and meaning of items as prescribed in the ministerial
Regulation.
Section 111. In the case where the company has not yet
received payment for shares in full according to the amount
of capital registered, the company must declare clearly
the amount of capital and number of shares registered and
the amount of shares issued and already paid for in the
following documents of the company:
(1) the balance sheet;
(2) other documents showing its financial condition.
Section 112. The board of directors shall prepare the balance
sheet and profit and loss account of the date ending the
accounting period of the company to be put forth to the
annual ordinary meeting of shareholders for consideration
to approve.
The balance sheet and the profit and loss account to be prepared
under paragraph one or be prepared during the course of
the accounting year of the company for submission to the
meeting of shareholders for consideration to approve the
board of directors shall have them prepared and completed
by the auditor before submission to the meeting of shareholders.
Section 113. The board of directors shall send documents
as follows to the shareholders together with the notice
of annual ordinary meeting:
(1) copies of the balance sheet and the profit and loss account
duly examined by the auditor under Section 112 together
with the credit report of the auditor;
(2) the documents showing items under Section 114(1) and (2)
(if any);
(3) the annual report of the board of directors.
Section 114. In the annual report of the board of directors
at least the following shall be included:
(1) the name, location of the head office, type of business,
number and types of shares already sold of the company,
number and types of shares held by the company in the affiliated
companies (if any). The nature of companies to be affiliated
shall be as prescribed in the Ministerial Regulation;
(2) the name, location of the head office, type of business,
number and types of all the shares issued for distribution,
the number and types of shares of other companies or private companies
held by the company in a number equal to ten percent and
more of the total number of shares issued for distribution
by such other companies or private companies (if any);
(3) the information notified by the director to the company
under Section 88;
(4) remuneration, shares, debentures, or other benefits which
directors receive from the company, with the name of the
recipient directors specified;
(5) other particulars prescribed by the Ministerial Regulation.
Section 115. No dividend shall be paid out of funds other
than profit. In the case where the company still sustains
an accumulated loss, no dividend shall be paid.
Dividend shall be distributed according to number of shares in equal
amount for each share, unless the articles of association
otherwise provide in respect of preference shares, and must
be duly approved by the meeting of shareholders.
If the articles of association of the company permit, the board
of directors may pay interim dividend to the shareholders
from time to time when they see that the company has sufficient
profit to do so and, after the dividend has been paid, they
shall report to the next meeting of shareholders for information.
Payment of dividend shall be made within one month from the date
of the meeting of shareholders or of the resolution of the
board of directors, as the case may be. However, a notice
thereof shall be sent to the shareholders and also be published
in a newspaper.
Section 116. The company must allocate part of the annual
net profit as reserve fund in an amount not less than five
percent of the annual net profit less the sum of accumulated
loss brought forward (if any) until the reserve fund amounts
to not less than ten percent of the registered capital,
unless the articles of association of the company or other
law provides for a greater amount of the reserve fund.
Section 117. In the case where the company still cannot
sell its shares up to number registered or the company has
registered an increase of capital, the company may pay dividend
in full or in part by issuing new ordinary shares to the
shareholders, with approval of the meeting of shareholders.
Section 118. In the case where the company pays dividend
to the shareholders in violation of Section 115, Section
116, or Section 117 and thereby causing a disadvantage to
the creditors, the creditors may sue the shareholders to
return the dividend which have already been received; but
the creditors shall sue such shareholders within one year
from the date of the resolution of the meeting of shareholders.
But any shareholder shall not be forced to return the dividend
received in good faith.
Section 119. With approval of the meeting of shareholders,
the company may transfer other reserve fund, which is
not the reserve fund under Section 51 or Section 116 or other reserve funds
to compensate for the accumulated loses of the company.
The compensation for the accumulated losses under paragraph one shall be
deducted from other reserves before it shall be deducted from the reserve
fund under Section 116 and from the reserve fund under Section 51 respectively.
Section 120. The annual ordinary meeting of shareholders
shall appoint an auditor and determine the remuneration
of the auditor of the company every year. The former auditor
may be re-appointed.
Section 121. The auditor shall not be a Director, staff,
employee, or person holding any position in the company.
Section 122. The auditor has the power to examine the accounts,
documents, and other evidence relating to the income and
expenditure as well as assets and liabilities of the company
during working hours of the company. In this regard, the
auditor is empowered to interrogate the directors, staff,
employees, persons holding any position in the company,
and agents of the company, including the power to instruct
said persons to give facts or furnish documents pertaining
to the operations of the company.
Section 123. The auditor shall prepare and set forth report
to the annual ordinary meeting of shareholders as required
by the law on audit.
Section 124. The balance sheet, the profit and loss account,
and the report of the auditor of the company shall be in
Thai language, property typewritten.
Section 125. The auditor has the right to give written
explanations to the meeting of shareholders and has duty
to attend the meeting of shareholders at which the balance
sheet, the profit and loss account, and the problems pertaining
to accounting of the company are considered in order to
make clarifications in respect of audit to the shareholders,
and the company shall make available to the auditor all
reports and documents receivable by the shareholders in
such meeting of shareholders to the auditor.
Section 126. The shareholders have the right to make a
request to inspect the balance sheet, profit and loss, and
the report of the auditor at any time during workhours of
the company and they may ask the company the issue a copy of
said documents duly certified correct. For such service
the company may change for expenses as stipulated in the
articles of association of the company.
Section 127. The company shall send the annual report together
with copies of the balance sheet and the profit and loss
account duly examined and approved by the meeting of shareholders
and a copy of the minutes of meeting of shareholders only
in the part concerning approval of the balance sheet, profit
and loss account, and distribution of dividend, duly certified
correct by the authorized signature, to the registration.
The company shall also publish the balance sheet for public
information in a newspaper for a period of at least one
day within one month from the date of approval of the meeting
of shareholders.
CHAPTER 9
Inspection
Section 128. Shareholders holding shares amounting to not
less than one-fifth of the total number of shares sold or
shareholders amounting to not less than one-third of the
total number of shareholders may subscribe their name to
an application to the Registrar requesting him to appoint
an inspector to examine into the affairs and financial status
of the company and to also inspect the operation of the
board of directors.
In the application under paragraph one the applicants shall
point out distinctly the points for inspection and name
one shareholders as their representative and give his address.
The Registrar shall issue an order appointing a competent official
or competent officials the inspector or inspectors, and
in the order the Registrar shall specify distinctly the
points for inspection.
Section 129. The Registrar may appoint one or more competent
officials to be an inspector or inspectors to examine the
operation of the company when he has plausible reason to
suspect that
(1)
The company has operated a scheme to defraud the creditors
of the company or to create debts despite the knowledge
that it will never be able to repay;
(2)
the company has violated or failed to comply with this Act
or made any false information in the application for registration,
in the balance sheet or in the profit and loss account,
or in the report submitted to the Registrar or made known
to the general public.
(3)
the directors or the executive officers of the company have
operated the business in contrary to the objective of the
company or have been dishonest to the company or the shareholders
of the company;
(4)
there was any act done to cause an unfair disadvantage to
minority shareholders;
(5)
the business management of the company may cause damage
to the shareholders;
In the order appointing the inspector the Registrar shall specify
distinctly points for inspection and notify the company
in writing thereof.
Section 130. In the performing duties under Section 128
and Section 129, the inspector has powers as follows:
(1) to enter the office and other premises of the company during
workhours of the company;
(2) to order a directors, staff, employees, persons holding
any position in the company, and agents of the company
and the auditor, including persons who used to hold or
have said position or duty and have departed there from
for not more than one year, to testify,
(3) to order the persons under (2) to produce or furnish accounts
and documents pertaining to the operation of business
of the company
In the case where the inspector is of the opinion that, in
carrying out the inspection for which he is designated,
to also inspect other companies or private companies under
Section 114(1) and (2) because of certain interrelation,
he shall obtain approval of the Registrar to empower him
to inspect such companies on related matters only.
In performing duties under paragraph one or paragraph two,
the inspector shall be a competent official under the Criminal
law and the persons concerned shall provide reasonable assistance
and convenience.
Section 131. The inspector shall report on the results
of the inspection together with his or her opinion to
the Registrar within two months from the date of appointment.
If he or she cannot complete the inspection within said period,
the inspector shall report the inspection results to the Registrar
every two months.
Section 132. Upon receipt of the report on inspection results
from the inspector, the Registrar shall proceed as follows:
(1) to deliver a copy of such report to the company within seven
days from the date of receipt thereof;
(2) to notify to the proper authorities to take legal action
against persons who committed offenses under this Act
(3) to order the company to operate business in compliance with
this Act;
(4) to notify in writing to the creditors or any persons who
may have suffered damage according to the inspection report.
Section 133. The company which receives the report under
Section 132(1) shall summarize the report and deliver it
to the shareholders within fourteen days from the date of
receipt of the report. The company shall prepare a complete
copy of the report at the company for the shareholders to
inspect.
Section 134. The following persons shall advance expenses
incurred in the inspection of the company:
(1) the shareholders who requested the Registrar to appoint
the inspector;
(2) the Registrar, in case of an inspection under Section 129.
Section 135. In the case where the inspection results turned
out to be as aimed for, whether wholly or in part, the company
shall be liable for payment advanced by the person under
Section 134.
CHAPTER 10
Increases and Reductions of Capital
Section 136. The company may increase the amount of its
registered capital by issuing new shares.
The issuance of new shares under paragraph one may be made after
(1) all shares have been sold and paid up, or, if the shares
still remain unsold, the unsold shares shall be the shares
issued for the exercise of rights under convertible debentures
or shares warrant;
(2) the meeting of shareholders has passed a resolution by
not less than three-fourths of the total votes of the
shareholders attending the meeting present and qualified
to voted; and
(3)
such resolution has been produced to the Registrar for
registration of change in the registered capital within
fourteen days from the date on and having the right to
vote resolution.
In this connection, Chapter 3 and Chapter 5 shall apply mutatis mutandis.
Section 137. The additional shares under Section 136 may
be offered for sale in whole or in part and may be offered
to shareholders in proportion to their respective shares
already held first or to the public or any person whether
in whole or in part, however, according to the resolution
of the meeting of shareholders, and Section 38 shall apply
mutatis mutandis.
Section 138. When the company has sold some part of the
additional shares, it may apply to the Registrar for registration
of a change in the paid-up capital by dividing into installments,
each of not less than twenty-five percent of number of the
offered shares, but shall also be specified in the prospectus
or documents pertaining to share offering to the public.
In addition to the provisions in paragraph one, the company
shall apply for registration of the change in the paid up
capital within fourteen days from the date on which all
the offered shares, in a number as specified in the prospectus
or documents pertaining to share offering to the public,
were paid up.
In applying for registration of a change in the paid-up capital
under this Section, the company shall submit a list of shareholders
of the company, only those holding the additional shares,
specifying name, nationality, address, number of shares
held, and share certificate number.
Section 139. The company may reduce the amount of its registered capital from
the amount already registered by reducing the value of
each share or reducing number of shares, but it may not
reduce the capital to an amount lower than one-fourth
of the total capital.
In the case where the company has an accumulated loss and it has already
compensated for it under Section 119, and the accumulated
loss still, however, remains the company may reduce its capital to the amount less than
one-fourth of the total.
The amount and method to reduce share value or share amount
under paragraph one or paragraph two shall be performed
in accordance with the resolution of the meeting of shareholders by,
a vote of not less than three-fourth of the total number of votes
of the shareholders attending the meeting and having the
right to vote, the company shall register approved share upon
the resolution within 14 days as from the date on which when
the meeting has passed a resolution.
Section 140. The meeting of shareholders may resolve to
reduce its capital by cutting out the registered shares
remaining unsold or not yet offered. When the resolution
is passed, the company shall apply for registration of such
resolution within fourteen days from the date on which it
was passed.
Section 141. In reducing capital which is not the case
under Section 140, the company shall send to the creditors
known to the company a notice of the resolution to reduce
capital within fourteen days from the date on which the
resolution was passed, stating that any objection thereto
shall be raised within two months from the date of receipt
of the notice, and the company shall also announce such resolution
in a newspaper over the fourteen days' period.
If an objection is raised, the company shall not reduce its
capital until debts are repaid or security given thereon.
Section 142. Having complied with Section 139 and Section
141, the company shall apply for registration of its reduction
of capital within the period as follows:
(1) fourteen days from the date of expiration of the period
under Section 141, in the case no creditor raised an objection; or
(2) fourteen days from the date on which debts were repaid or
security given thereon, in the case an objection was raised.
For this purpose, Section138 paragraph three shall apply mutatis
mutandis.
Section 143. Upon registration of change in paid-up capital
under Section 138 or registration of reduction of capital
under Section 140 or Section 142, the company shall notify
the shareholders thereof in writing and announce in at least
one newspaper within fourteen days from the date of increase
or reduction of capital, as the case may be.
Section 144. In the case where any creditor did not raise
an objection to a reduction of capital of the company within
the period under Section 141 because he had had no knowledge
of the resolution to reduce capital and the lack of knowledge
was not due to his fault. If such creditor wishes to have
the shareholder who received the payment for shares return
it and also be liable to him for the returned payment, he
shall file a claim within one year from the date of registration
of reduction of capital.
CHAPTER 11
Debentures
Section 145. The borrowing by the company by means of the issuance of the debentures
for offer for sale to the public shall comply with the law on The Securities and Exchange
Act. Furthermore, Section 25 shall apply mutates mutandis.
The resolution approving the issuance of the debentures under paragraph
one shall be upon the meeting of shareholders passed by a vote not less than three-fourth of the number of votes of the
shareholders total attending the meeting and having the right to vote.
CHAPTER 12
Amalgamation of Companies
Section 146. Two on more companies or a company and a private
company may be amalgamated into one company by the meeting
of shareholders of each of the companies to be amalgamated
passing a resolution therefore with votes not less than
three-fourths of the total number of votes of the shareholder
present and qualified to vote and, in the case of emulations
with private company, there must be a special resolution
as provided in the Civil and Commercial Code.
In the case where there is a resolution to amalgamate companies
under paragraph one is passed but some shareholders objects
to the amalgamation, the company shall arange for the shares
of said shareholders at the latest purchasing-selling price
in the securities exchange prior to the date of amalgamation
and, in the case of no purchasing-selling price in the securities
exchange, the price used shall be that fixed by the independent
assessors appointed by both parties. If such shareholders
refuse to sell the shares within fourteen days from the
date of receipt of the proposal to buy, the company shall
proceed with the amalgamation and said shareholders shall
be deemed shareholders of the amalgamated company.
Section 147. The company shall notify the creditors of
the company in writing of the resolution to amalgamate with
other company and Section 141 shall apply mutatis mutandis.
Section 148. Having complied with Section 147, the chairman
of board of directors of the companies to be amalgamated
shall convene a joint meeting of shareholders of such companies
to consider matters as follows:
(1) the allotment of shares of the amalgamated company to its
shareholders;
(2) the name of the amalgamated company, which may be a new
name or the name of any of the companies to be amalgamated;
(3) the objective of the amalgamated company;
(4) the capital of the amalgamated company, which shall not
be less than the sum of the paid-up capital of the companies
to be amalgamated and, if the companies to be amalgamated
have already sold all their respective registered shares,
and increase in at capital may be made the same time;
(5) the memorandum of association of the amalgamated company;
(6) the articles of association of the amalgamated company;
(7) the election of the directors of the amalgamated company;
(8) the election of the auditor of the amalgamated company;
(9) other matters necessary for the amalgamation (if any).
However, such meeting shall be concluded within six months from the
date of resolution in favor of the amalgamation of any of
the companies, which was the latest, unless the meeting
under this Section resolved to extend the period, but the
total period shall not be more than one year.
Section 149. At the meeting held for metal consideration
of the matters under Section 148, provisions governing such
respective matters shall apply mutatis mutandis, except
the following provisions:
(1) The place to be used for the meeting shall be in the locality
in which the head office of any of the companies to be amalgamated
is situated or in a neighboring province;
(2) There shall be shareholders holding shares amounting to
not less than one half of the total number of shares sold
of the companies to be amalgamated attending the meeting
to constitute a quorum;
(3) The shareholders attending the meeting shall elect one shareholder
to be the chairman of the meeting;
(4) A decision of the meeting shall be made by a majority of
vote of the shareholders attending the meeting under (2).
Section 150. The board of directors of the former companies
shall deliver the business, property, accounts, documents,
and evidence of the companies to the board of directors
of the amalgamated company within seven days from the date
of conclusion of the meeting under Section 148.
Section 151. The board of directors of the amalgamated
company shall apply for registration of the amalgamation
of companies and at the same time submit the memorandum
of association and articles of association under Section
148 already approved to the Registrar within fourteen days
from the date of conclusion of the meeting under Section
148, and Section 39 shall apply mutatis mutandis.
Section 152. Upon registration of the amalgamated company
by the Registrar, the former companies shall cease to have
the status of a juristic person and the Registrar shall
note in the register accordingly.
Section 153. The amalgamated company duly registered shall
be entitled to all assets, liabilities, rights, duties,
and responsibilities of the former companies.
CHAPTER 13
Dissolution
Section 154. The company shall be dissolved in any of cases
as follows:
(1) when the meeting of shareholders resolved to dissolve the
company with votes not less than three-fourths of the total
number of votes of the shareholders attending the meeting
and having the right to vote;
(2) when the company becomes bankrupt;
(3) when the court orders dissolution of the company under Section
155 and the order is final.
Section 155. Shareholders who hold shares amounting to
not less than one-tenth of the total number of sold shares
may request the court to order dissolution of the company
upon the occurrence of any the following causes:
(1) The promoters have violated or failed to comply with provisions
governing statutory meeting or preparation of reports on
company establishment, or the board of directors violated
or failed to comply with provisions governing payment to
shares, transfer of rights to property or execution of documents
on the exercise of rights to the company as payment for
shares, preparation of list of shareholders, or registration
of the company.
(2) The number of shareholders is reduced to less than fifteen.
(3) If the business of the company can only be carried on at
a loss and there is no prospect to revive.
Being requested to issue an order under (1) or (2), the court
may order the company to make corrections or conduct operations
to be in conformity with law within a given period but not
exceeding six months instead of order dissolution of the
company.
Section 156. In dissolving or ordering dissolution of the
company, the meeting of shareholders or the court, as the
case may be, shall also appoint and fix the remuneration
of the liquidator and the auditor at the same time.
Section 157. Upon dissolution of the company, the board
of director shall deliver all the property, accounts, documentary
evidence of the company to the liquidator within seven days
from the date of dissolution.
Section 158. The dissolution of the company shall be effective
as from the day on which the registration accept the registration
of the dissolution of the company but if the liquidation
has not yet been completed, the company shall be deemed
to exist for as long as necessary for the liquidation.
CHAPTER 14
Liquidation
Section 159. In the case where the company is dissolved
on grounds other than bankruptcy, the liquidation shall
be made in accordance with the provisions contained in this
Chapter.
Section 160. The liquidator shall have the powers and duties
as follows:
(1) to carry on the business of the company only as necessary
for the settlement of pending business but not transacting
new business;
(2) to collect and receive payment or other property to which
the company is entitled from other persons or to sell property
of the company;
(3) to take all actions in respect of civil and criminal cases
or to make a compromise on any matter on behalf of the company;
(4) to repay debts on behalf of the company;
(5) to convene a meeting of shareholders;
(6) to distribute money or property remaining after the payment
of debts to the shareholders;
(7) to comply with Section 11 paragraph three;
(8) to carry out other activities necessary for the liquidation
conclusion.
In the case where the liquidator continues the business under
(1) beyond what is necessary and thereby causes a loss,
the liquidator shall be liable to the company for such loss.
Section 161. Within seven days from the date of appointment,
the liquidator shall
(1) make an application to register as liquidator;
(2) make an application to register dissolution of the company;
(3) publish the dissolution of the company for public information
in a newspaper.
Section 162. Within one month from the date of appointment
the liquidator shall
(1) issue a notice to the creditors whose names appear in the
list and documents of the company, instructing them to submit
a demand for debt repayment to the liquidator within one
month from the date of receipt of the notice;
(2) issue a notice to the debtors whose names appear in the
list and documents of the company, instructing them to repay
the debts to the liquidator.
Section 163. Prior to conclusion of the liquidation, the
liquidator and the auditor shall vacate office upon
(1) death;
(2) resignation;
(3) removal by a resolution of the meeting of shareholders;
(4) removal by a court order.
Upon the death or resignation of the liquidator or the auditor
appointed by the meeting of shareholders or the court, the
meeting of shareholders or the court, as the case may be,
shall appoint other person as the replacement liquidator
or the replacement auditor, and Section 16(1) shall apply
to the newly-appointed liquidator.
Section 164. With plausible reason, shareholders who hold
shares amounting to not less than one-tenth of the total
number of sold shares may convene a meeting of shareholders
and request the meeting of shareholders to remove the liquidator
or the auditor who has been appointed by the shareholders
and appoint other person in his place any time; but if the
liquidator or the auditor has been appointed by the court,
any shareholder may request the court to remove him.
When requested by any shareholder and the Registrar is of the
opinion that the liquidator or the auditor has not performed
his duty properly in accordance with this Act, the Registrar
may request the court to remove the liquidator or the auditor
and appoint another person in his place.
Section 165. The liquidator shall prepare the balance sheet
and profit and loss account covering the period from the
beginning of the accounting period to the date of registration
of the company and deliver them to the auditor for examination
within four months from the date of appointment and submit
them to the meeting of shareholders for approved within
one month from the date of receipt of the same from the
auditor.
Section 166. The liquidator shall deliver to the Registrar
a copy of the balance sheet and profit and loss account
duly approved by the meeting of shareholders together with
a copy of minutes of the meeting of shareholders approving
such balance sheet and profit and loss account within fourteen
days from the date of approval by the meeting of shareholders.
Section 167. Any limitation of powers of the liquidator
shall not be raised as a defense against outsiders who have
acted in good faith.
Section 168. In the case where several liquidators are
appointed, each of the liquidators shall do any act independently
on his own, unless otherwise provided by the meeting of
shareholders or the court at the time of the appointment
and the liquidator has duly applied for registration thereof
along with the application for registration of the company
dissolution.
Section 169. The liquidator shall make payment of fees,
charges, and expenses payable in priority order before settlement
of other debts.
Section 170. If the creditors of the company does not serve
to the liquidator a notice calling for repayment of debts,
the liquidator shall deposit an amount equal to the amount
of debts as show in the accounts and documents of the company
at the Deposit Office under the law on property deposit
and notify the creditors by a publication in a newspaper.
All the amount deposited at the Deposit Office, if not claimed
within five years, shall belong to the state.
Section 171.
In the case where the liquidator deems it necessary for
the liquidation or upon request by the creditors of the
company, the liquidator may convene a joint meeting of the
creditors of the company and the liquidator to consider
affairs and final standing of the company and enter into
an agreement for debt repayment.
An agreement for partial debt repayment or repayment by any
other means shall be binding on only the creditors who have
given consent thereto.
Section 172. If after all debts of
the company have been repaid or an amount has been set a
side therefore there is some property left, the liquidator
shall divide such property among the shareholders according
to number of shares held by them, unless otherwise provided
by the articles of association of the company in respect
of preference shares.
Section 173. After the liquidator has proceeded in accordance
having complied with the provisions of this Chapter, and
if he or she is of the opinion that the property of the
company is insufficient to pay for all the debts and settlement
cannot be reached with all the debtors, the liquidator shall
request the court to order the company bankrupt.
Section 174. The liquidator shall make a report on the
liquidation and submit the same together with the account
of receipts and expenditure pertaining to the liquidation
to the Registration every three months covering the period
from the date of appointment to the conclusion of the liquidation.
The report on the liquidation and the account of receipts and
expenditure shall be prepared in the form and to contain
items as prescribed in the ministerial regulation.
If there
appears a defect in the liquidation, the Registrar has the
power to order the liquidator to rectify such defect. In
this connection, the liquidator shall proceed with the rectification
and report to the Registrar within the period fixed by the
Registrar.
Section 175. If the liquidation cannot be concluded within one year from
the date of registration of the dissolution of the company
has been accepted by the Registrar, the liquidators shall
convene the meeting of shareholders every year within four
months from the date ending the year's period for report
on the liquidation work that has been carried and to be
carried out and submission of the balance sheet and profit
and loss account for the information of the shareholders.
Section 176. Upon conclusion of the liquidation, the liquidator
shall prepare a report on results of the liquidation and
the account of receipts and expenditure for submission to
the meeting of shareholders for approval within four months
from the date of the liquidation conclusion.
After the report and account under paragraph one have been approved
at the meeting of shareholders, the liquidator shall apply
to the Registrar for registration of the liquidation conclusion
within fourteen days from the date of approval by the meeting
of shareholders and deliver to the Registrar all accounts
and documents supporting account entry of the company.
Upon registration thereof, the Registrar shall note in the register
the requirement to and maintain the accounts and documents
supporting entry thereof the company delivered to the Registrar
for a period not less than three years from the date of
the liquidation conclusion.
Section 177. Subject to Section 175, the liquidator shall
complete the liquidation within five years from the date
of registration of the company dissolution. If the expiration
is not completed within five years, the liquidator shall
submit a report describing the reasons therefore every three
months, and the Registrar shall have powers to order the
liquidator to act in any way to reasonably accelerate the
liquidation.
Section 178. No suit claiming of debts from the company,
shareholders, or the liquidator as debts or shall be
taken after the expiration of two years' period from the
date of registration of the completion of liquidation.
Section 179. As regards any act for which approval or consent
of the meeting of shareholders is required where the meeting
of shareholders cannot be held, the liquidator shall request
approval and consent of the Registrar.
CHAPTER 15
Conversion of a Private Company into a Company
Section 180. A private company may be converted into a
company, with a special resolution under the Civil and Commercial
Code.
Section 181. In the meeting of shareholders under
Section 180, if a resolution for the conversion of the private
company into a company under this Act, the board of directors
shall arrange for consideration of the following matters
as well:
(1) the memorandum of association of the private company that
needs revision and the capital of the private company may
be also increased after the conversion;
(2) the articles of association of the company;
(3) the election of Directors;
(4) the election of the auditor of the company;
(5) other matters necessary for the conversion.
In the consideration of matters under paragraph one, provisions
on the company governing the respective matters shall apply
mutatis mutandis.
Section 182. The board of directors of the private company
shall deliver the business, property, accounts, documents,
and evidence of the private company to the newly- elected
board of directors within seven days from the date of conclusion
of the meeting under Section 181.
Section 183. The newly-elected board of directors shall
apply for registration of the private company conversion
and at the same time submit to the Registrar the minutes
of the meeting, memorandum of association, and articles
of association under Section 181 duly approved within fourteen
days from the date of conclusion of the meeting under Section
179, and Section 39 shall apply mutatis mutandis.
Section 184. Upon registration by the Registrar of the
conversion into a company under this Act, the former private
company shall cease to have the status of a limited company
under the Civil and Commercial Code and the Registrar shall
note in the register to that effect.
Section 185. A private company which has registered its
conversion into a company shall be entitled to all assets,
liabilities, rights, and responsibilities of the former
private company.
CHAPTER 16
The Registrar and the Competent Officials
Section 186. In accepting for registration under this Act,
the Registrar and the Competent Officials shall have powers
to question for facts and the applicant shall submit documents
and related evidence or bring in persons concerned to testify
as required.
Section 187. In the case where the application for registration
is correct and complete the Registrar shall accept for registration.
But if the application for registration is incorrect or
the attached documents are incomplete or any item in the
application for registration or documents is in consistent
with the law, the Registrar shall instruct the applicant
to make it correct, complete, or consistent, and after the
applicant has carried out as instructed, the Registrar shall
accept for registration.
After having accepted the application for registration, the Registrar
shall have brief particulars representing the content of
the application accepted for registration,
published in the Government Gazette .
When the publication
of the content of the application under paragraph two has
been made, it shall be deemed that the general public has
been informed of the content published from the day after
the date of its publication.
In the case where the Registrar issue an order not to acceptance
for registration, the Registrar shall notify the applicant
in writing of the order together with the reasons thereof.
In such case, the applicant may appeal against the order
of the Registrar to the Minister within one month from the
date of receipt of the notification of the order.
The decision of the Minister shall be final.
Section 188. In the case where the Registrar finds the
list of shareholders submitted under Section 64 incorrect,
he is empowered to order the company in writing to make
correction within a reasonable time as fixed by him.
Section 189. If it appears to the Registrar from the fax
that events referred to Section 155(1) or (2) have accurred
with respect to any company, the Registrar shall have the
power to order the company to rectify it within the period
as specified by the Registrar.
Section 190. For the purpose of compliance with this Act,
the Registrar and the Competent Office shall have the power
to ender the offices and any premises of the company during
work hours of the company to inspect documents and other
evidence prepared under this Act and shall also have the
power to call persons concerned to give statements. In this
connection, the competent official shall produce his identify
card to such persons and such persons shall provide reasonable
assistance and convenience.
The identify card of the competent official shall be in the
form prescribed by the Minister.
CHAPTER 17
Penalties
Section 191. Any company which fails to comply with Section
11, Section 25, Section 31 paragraph two, Section 40, Section
48, Section 51, Section 55 paragraph one, Section 58, Section
59, Section 62 paragraph two, Section 63 paragraph two,
Section 64, Section 65 paragraph three, Section 108 paragraph
two, Section 127, Section 133, Section 138 paragraph two,
Section 142, Section 143, Section 145 paragraph two, Section
188 or Section 189 shall be liable to a fine not exceeding
twenty thousand baht.
Section 192. Any promoter who fails to comply with Section
20 paragraph three, Section 28, or Section 37 paragraph
one shall be liable to a fine not exceeding twenty thousand
baht.
Section 193. Any promoter of who violates Section 26 shall
be liable to an imprisonment for a term not exceeding three
years or to a fine not exceeding six hundred thousand baht
or both.
Section 194. Any promoter who fails to comply with Section
27 shall be liable to a fine not exceeding one hundred thousand
baht.
Section 195. Any board of directors which fails to comply
with Section 37 paragraph two, Section 74, Section 79, Section
83 paragraph two, Section 96 paragraph three, Section 98
paragraph one, Section 100, Section 101, Section 105 paragraph
three, Section 112, Section 113, Section 115 paragraph four,
Section 151, or Section 183 shall be liable to a fine not
exceeding twenty thousand baht.
Section 196. Any board of directors which fails to comply
with Section 39, Section 40, Section 150, Section 157 or
Section 182 shall be liable to a fine not exceeding forty
thousand baht.
Section 197. Any board of directors which violates Section
43 shall be liable to imprisonment for a term not exceeding
three years or to a fine not exceeding six hundred thousand
baht or both.
Section 198. Any person who violates Section 55 paragraph
two shall be liable to imprisonment for a term not exceeding
one year and to a fine not exceeding two hundred thousand
baht.
Section 199. Any promoter who violates Section 57 paragraph
two shall be liable to a fine not exceeding twenty thousand
baht or two times the value of shares transferred, whichever
is higher.
Section 200. Any company which fails to comply with Section
61, Section 62 paragraph one, or Section 96 paragraph one
shall be liable to a fine not exceeding fifty thousand baht.
Section 201. Any company which violates Section 66 shall
be liable to a fine not exceeding fifty thousand baht or
two times the value of shares held or pledged, whichever
is higher.
Section 202. Any chairman of the board or any person entrusted
by him who failes to comply with Section 81 paragraph two
or Section 82 shall be liable to a fine not exceeding ten
thousand baht.
Section 203. Any director who fails to comply with Section
88 or complied therewith only in part or not according to
fact is shall be liable to a fine not exceeding twenty thousand baht.
Section 204. Any director, managing director, or person
authorized to act on behalf of the company who acted in
violated of Section 89 shall be liable to a fine not exceeding
twenty thousand baht or two times the amount granted in
loan, whichever is higher.
Section 205. Any company which fails to comply with Section
109 shall be liable to a fine not exceeding two hundred
thousand baht and a daily fine of two thousand baht until
the failure is corrected.
Section 206. Any company which fails to comply with Section
110, Section 111, or Section 137 shall be liable to a fine
not exceeding twenty thousand baht.
Section 207. Any board of directors that showed items mentioned
in Section 114(3), (4), or (5) which is incomplete or not
according to fact shall be liable to a fine not exceeding
twenty thousand baht.
Section 208. Any company which fails to comply with the
Registrar's order issued under Section 132(3) is liable
to a fine not exceeding fifty thousand baht
Section 209. Any liquidator who fails to comply with Section
160(7) or Section 161 shall be liable to a fine not exceeding
ten thousand baht.
Section 210. Any liquidator who fails to comply with Section
165, Section 166, Section 170 paragraph one, Section 174
paragraph one or two, Section 176 paragraph one or two,
or with the Registrar's order issued under Section 174 paragraph
three shall be liable to a fine not exceeding twenty thousand
baht.
Section 211. Any liquidator who failed to comply with Section
177 shall be liable to a fine not exceeding fifty thousand baht.
Section 212. Any person who obstructs or does not provide
convenience to the inspector performing duty under Section
130 or the Competent Official performing duty under Section
190 shall be liable to an imprisonment not exceeding one
month or to a fine not exceeding ten thousand baht or both.
Section 213. Any person who uses the name or trade name
in Thai letters reading "Boris at Mahachon Chamkat" (Limited
Public Company), "Boris at" (Company), or "Chamkat (Mahachon)"
(Limited Public) or "BawMawJaw" (LPC), or in foreign Letters
bearing the similar meanings as aforesaid, in letters,
notices, reports, invoices, or other documents pertaining
to the business of the company without itself ....in a
company, except the use in applying for registration in
connection with the company establishment or in forms
showing data of share offered to the public or in the
prospectus, shall be liable to a fine not exceeding twenty
thousand baht and a daily fine of one thousand baht until cessation of use.
Section 214. The director or liquidator of a company dishonestly
making any false statements or canceling any related to
the fact which should be clearly notified to the meeting of shareholders and which is financial
condition of the company shall be liable to a fine not exceeding
fifty thousand baht.
Section 215. Any person responsible for operation of any
company who performed or omitted to perform an act for the
purpose or seeking unlawful interests for himself or for
other persons, which caused damage to the company, shall
be liable to a fine not exceeding fifty thousand baht.
Section 216. Any person who is responsible for the business
operation of a company who committed or permitted the commission
of acts as follows:
(1) causing, destroying, changing, cutting, or fabricating accounts,
documents, or security of the company or related to the
company; or
(2) entering false statement or omitting to enter essential
statements in the accounts or documents of the company or
related to the company.
If such commission or permission of commission was for the
purpose of deceiving the company or the shareholders of
interests to which they deserved, shall be liable to an
imprisonment not exceeding five years or a fine not exceeding
one million baht or both.
Section 217. Any person who make an advertisement by referring
to persons, positions, accounts, reports, or activities
in connection with the company which were false in essence
or concealed essential statements in order to
(1) deceive persons who have interests in the company of the
interests to which they deserved; or
(2) persuade persons to enter to hold shares on debentures,
to assign or hand over property to the company, or grant
a guarantee or furnish property as security to the company.
Shall be liable to an imprisonment not exceeding three years or
a fine not exceeding six hundred thousand baht or both.
Section 218. Any person who participated in the statutory
meeting or meeting of share soldering and voted or abstained
by falsely showing himself as a share subscriber, shareholder,
or person authorized to vote on behalf of share subscribers
or shareholders shall be liable to a fine not exceeding
twenty thousand baht.
Any person who aided the commission of offense pursuant to paragraph
one by delivering document showing share subscription or
share certificates for used in the aforesaid act shall be
liable to the same penalty.
Section 219. Any person who dishonestly appraised value
of the property or article furnished as payment for shares
at an amount higher than the true value thereof shall be
liable to a fine two times the amount in excess of the true
value.
Section 220. Any person who had knowledge of the business
of any company through performance of duty under this Act,
which normally is kept confidential, if the person revealed
such knowledge outside his authority or duty or for benefit
in investigation or legal proceeding, shall be liable to
an imprisonment not exceeding one year or a fine not exceeding
two hundred thousand baht or both.
Section 221. In the case where a juristic person had committed
an offense and was punished under this Act, the representative
of the juristic person who sided with of the offense commission
or did not make reasonable effort to prevent such offense
commission shall also be liable to punishment provided for
such offense.
Section 222. In the case where a company had committed
an offense and was punished under this Act, the director
who sided with of the offense commission or did not make
reasonable effect to prevent such offense commission shall
also be liable to punishment provided for such offense.
INTERIM PROVISIONS _________
Section 222/1. Any penalty according to this Act shall
only be fined. The Director-General of the Department of Business Development
or the person entrusted by the Dircetor-General of the Department of Business Development
shall be authorized
to prescribe the fine when persons committing offenses
pay for the fine according to the amount within the specified
period, and the case shall be terminated according to
the criminal procedure code. If the persons commit offenses
do not agree according to the amount of fine or upon agreement,
such persons do not pay for the fine within the specified
period, the case shall be continued.
Section 223. All companies established under the Public Limited
Company Act B.E. 2521 before the date on which this
Act comes into force shall be companies under this Act.
Section 224. Share and debenture offering to the public
with the prospectus thereof duly registered under the Public Limited
Company Act B.E. 2521 before the date on which this
Act comes into force shall continue to be made under the
said Act.
Section 225. All ministerial regulations, notifications,
and orders issued under the Public Limited Company Act B.E.
2521 in force on the date this Act comes into force shall
continue to be in force insofar as they are not contrary
to or inconsistent with the provisions of this Act until
there are ministerial regulations, notifications, orders
issued under this Act.
Countersigned by
Anan Panyarachun
Prime Minister
RATE OF FEES
| (1) |
Registration of memorandum of association of the
company |
|
|
| |
Every amount not exceeding 1,000,000 baht of the
amount of capital |
1,000 |
baht |
| |
A fraction of 1,000,000 baht is regarded as 1,000,000
baht |
|
baht |
| |
Total fee not exceeding |
50,000 |
baht |
| |
|
|
|
| (2) |
Registration of an amendment to the memorandum of
association for increase |
|
|
| |
of capital before the company registration |
|
|
| |
Every amount not exceeding 1,000,000 baht of the
additional amount of capital |
1,000 |
baht |
| |
A fraction of 1,000,000 baht is regarded as 1,000,000
baht |
|
|
| |
Total fee not exceeding |
50,000 |
baht |
| |
|
|
|
| (3) |
Company registration |
|
|
| |
Every amount not exceeding 1,000,000 baht of the
amount of capital |
1,000 |
baht |
| |
A fraction of 1,000,000 baht is regarded as 1,000,000
baht |
|
|
| |
Total fee not exceeding 250,000 baht |
|
|
| |
|
|
|
| (4) |
Registration of conversion of a private company |
|
|
| |
Every amount not exceeding 1,000,000 baht of the
amount of capital |
1,000 |
baht |
| |
A fraction of 1,000,000 baht is regarded as 1,000,000
baht |
50,000 |
baht |
| |
Total fee not exceeding |
|
|
| |
|
|
|
| (5) |
Registration of capital increase |
|
|
| |
Every amount not exceeding 1,000,000 baht of the
amount of capital |
1,000 |
baht |
| |
A fraction of 1,000,000 baht is regarded as 1,000,000
baht |
|
|
| |
Total fee not exceeding |
250,000 |
baht |
| |
|
|
|
| (6) |
Registration of capital reduction |
500 |
baht |
| |
|
|
|
| (7) |
Registration of an amendment to the memorandum of
|
|
|
| |
association other than the case of capital increase
under (2) |
500 |
baht |
| |
|
|
|
| (8) |
Registration of an amendment to the articles of
association of the company |
500 |
baht |
| |
|
|
|
| (9) |
Registration of newly-appointed directors, each |
500 |
baht |
| |
|
|
|
| (10) |
Registration of amalgamation of companies |
10,000 |
baht |
| |
|
|
|
| (11) |
Registration of company dissolution |
500 |
baht |
| |
|
|
|
| (12) |
Registration of other matters, each |
500 |
baht |
| |
|
|
|
| (13) |
Issuance of certificate of registration and substitute
therefore, each |
200 |
baht |
| |
|
|
|
| (14) |
Inspection of documents of each company, each |
50 |
baht |
| |
|
|
|
| (15) |
Applicant for copies or photocopies with certification,
per page |
50 |
baht |
| |
|
|
|
| |
In case of application for copies or photocopies
with certification of |
|
|
| |
a company outside the provincial area in which the
head office is situated,
|
|
|
| |
extra expenses shall be collected as actually incurred.
|
|
|
| |
|
|
|
| (16) |
Certificate of text in the register, each |
50 |
baht |
| |
|
|
|
| |
In case of certification of text in the register
of a company outside the provincial area in which |
|
|
| |
the head office is situated, extra expenses shall
be collected as actually incurred. |
|
|
| |
|
|
|
| (17) |
fees for issuance of documents under the articles
of association of the company, |
10 |
baht |
| |
each time / copy / page |
|
|
Note : The reason for notifying this Act is that since
the Public Limited Company Act B.E.2521 had been
enforced for more than 10 years, the establishment of public limited company was not prevalent because some sections
do not facilitate the business and industrial operations under the public limited company. Thus, it is appropriate
to relax the strictness of such sections in order to promote the flexibility of the establishment or the operations
of public limited company, and to separate the case of the offering of shares and bonds to the public to include
in the law regarding the securities and stock market, which is the law regarding the purchase and sale of securities
and since a lot of sections in this Act are amended, the enforcement of the law shall be improved at the same time
by repealing the Public Limited Company Act B.E.2521 and enacting this Act.
|
Law and Rules 
