16 August 2013

Act Determining Offences Relating to Partnerships, Companies, Associations and Foundations 1956
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Translation

ACT DETERMINING OFFENCES RELATING TO THE REGISTER PARTNERSHIP, LIMITED PARTNERSHIP, LIMITED COMPANY, ASSOCIATION, AND FOUNDATION, B.E. 2499 (1956)

BHUMIBOL ADULYADEJ, REX.

Given on the 13th Day of November B.E. 2499;

Being the 11th Year of the Present Reign.

His Majesty King Bhumibol Adulyadej is graciously pleased to proclaim that;

Whereas it is expedient to revise the law on offence relating to the registered partnership, limited partnership, limited company, association, and foundation;

Be it, therefore, enacted by the King, by and with advice and consent of the House of Representative, as follows:

Section 1. This Act is called the "Act Determining Offence Relating to Registered Partnership, Limited Partnership, Limited Company, Association, and Foundation, B.E. 2499".

Section 2. This Act shall come into force as from the 1st day of January B.E. 2500 (1957).[1]

Part 1 - Offences Relating to the Registered Partnership, Limited Partnership and Limited Company

Section 3. A registered partnership or limited partnership, as the case may be, expresses its name on its commercial seal, sign name, brochure, letter, notification or other documents relating to its business;

(1) in Thai without the word "registered partnership" or "limited partnership" as the case may be;

(2) in other languages without words or phrases which means "registered partnership" or "limited partnership," as the case may be, according to the notification of the Ministry of Commerce;

shall be liable to a fine for not exceeding fifty thousand Baht and shall be fined for not exceeding five hundred Baht daily until the requirements under this Section have been fulfilled.

Section 4. A person who expresses his or her name or trade name with Thai words "registered partnership" or "limited partnership," or with foreign words having the same meaning, on his or her commercial seal, sign name, brochure, letter, notification or other documents relating to his or her business whereby he or she is not registered partnership or limited partnership, except for the purpose of registration, shall be liable to a fine for not exceeding twenty thousand Baht and shall be fined for not exceeding five hundred Baht daily until stop doing such that or until the requirements under this section have been fulfilled.

Section 5. A limited company, except Bank, expresses its name in its commercial seal, sign name, brochure, letter, notification or any other document relating to its business;

(1) in Thai without the word "company" in front of its name and the word "limited" after its name;

(2) in other languages without words or phrases which means "limited company" according to notification of the Ministry of Commerce, shall be liable to a fine for not exceeding twenty thousand Baht and shall be fined for not exceeding five hundred Baht daily until stop doing such that or the requirements under this section have been fulfilled.

Section 6. A person who expresses his or her name or trade name with Thai words "company limited," "company," or "limited," or with foreign words or phrases having the same meaning, on his or her commercial seal, sign name, brochure, letter, notification or any other document relating to his or her business whereby he or she is not limited company, except for the purpose of registration or in the prospectus, shall be liable to a fine for not exceeding twenty thousand Baht and shall be fined for not exceeding five hundred Baht daily until stop doing such that or the requirements under this section have been fulfilled.

Section 7. A limited company which sells the forfeited share by auction but does not apply the proceeds to the payment of the call and interest due, or does not return the surplus to the shareholders under Section 1125 of the Civil and Commercial Code, shall be liable to a fine for not exceeding twenty thousand Baht.

Section 8. A limited company which does not deliver a certificate to each shareholder for the share held by him or collect fee for that purpose for more than rate as determined by Section 1127 of the Civil and Commercial Code, or its certificate does not comply with Section 1128 of the Civil and Commercial Code, shall be liable to a fine for not exceeding ten thousand Baht.

Section 9. A limited company which fails to issue certificate to bearer under Section 1134 of the Civil and Commercial Code shall be liable to a fine for not exceeding twenty thousand Baht.

Section 10. Any limited company which do not have a register of shareholders under Section 1138 of the Civil and Commercial Code shall be liable to a fine for not exceeding twenty thousand Baht.

Section 11. A limited company which does not keep a register of shareholders or does not open a register to inspection by the shareholders under Section 1139 paragraph one of the Civil and Commercial Code shall be liable to a fine for not exceeding twenty thousand Baht.

Section 12. A limited company which owns its own shares or take them in pledge as prohibited by Section 1143 of the Civil and Commercial Code shall be liable to a fine for not exceeding one hundred thousand Baht.

Section 13. A limited company which fails to register under Section 1146, Section 1157, Section 1228, Section 1239, or Section 1241 of the Civil and Commercial Code shall be liable to a fine for not exceeding twenty thousand Baht.

Section 14. Any limited company which do not have registered office, or do not notify the Registrar for changing of registered office under Section 1148 of the Civil and Commercial Code, shall be liable to a fine for not exceeding twenty thousand Baht.

Section 15. A limited company which fails to print or mention the capital under Section 1149 of the Civil and Commercial Code shall be liable to a fine for not exceeding twenty thousand Baht.

Section 16. A limited company which fails to call general meeting according to Section 1171 paragraph one of the Civil and Commercial Code shall be liable to a fine for not exceeding twenty thousand Baht.

Section 17. A limited company which fails to publish notice of the summon of every general meeting, or fails to send such notice by post to every shareholders, or fails to specify the place, the day and the hour of meeting and the nature of the business to be transacted in such notice as prescribed in Section 1175 of the Civil and Commercial Code, shall be liable to a fine for not exceeding twenty thousand Baht.

Section 18. A limited company which:

(1) fails to make the balance-sheet under Section 1196 of the Civil and Commercial Code;

(2) fails to send the balance-sheet to the auditor for examination, fail to propose the balance-sheet to the general meeting for approval, fails to submit the balance-sheet to every person entered in the register of shareholders, fails to keep the balance-sheet under Section 1197 of the Civil and Commercial Code; or (3) fails to sell the copy of its latest balance-sheet to requested person under Section 1199 of the Civil and Commercial Code, shall be liable to a fine for not exceeding twenty thousand Baht.

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