Upon such order being made, the new name must be registered in the place of the former name and the certificate of registration must be updated accordingly.
Section 1116. Any interested person is allowed to obtain from any company a copy of its memorandum and registration, for which a sum not exceeding one baht per copy may be collected by the company.
PART II
Shares and Shareholders
Section 1117. The amount of a share may not be less than five baht.
Section 1118. Shares are indivisible.
If a share is held by two or more persons in common, they must assign one of them to exercise their rights as shareholders.
Persons holding a share in common are jointly liable to the company for payment of the amount of the share.
Section 1119. The total amount of every share must be paid in money, except shares allotted under Section 1108 sub-section 5, or under Section 1221.
A shareholder cannot avail himself of a set-off against the company as to payments on shares.
Section 1120. Unless otherwise agreed by a general meeting, the directors may call upon the shareholders in respect of all money being due on their shares.
Section 1121. Twenty-one days notice at minimum must be provided by registered letter of each call and each shareholder must pay the amount of such call to the person and at the time and place decided on and fixed by the directors.
Section 1122. If the call payable in respect of any share has not been paid on the day fixed for payment thereof, the holder of said share is bound to pay interest from the day fixed for payment to the time actual payment is made.
Section 1123. If a shareholder does not pay a call on the day fixed for payment thereof, the directors may give him notice by registered letter to pay such call with interest.
The notice must set a reasonable time within which such call and interest must be paid.
It must also set the place where payment must be made. The notice may also state that in the case of non-payment the share in respect of which such call was made may be forfeited.
Section 1124. If a statement as to forfeiture has been provided in the notice the directors may, as long as the call and interest remain unpaid, determine the shares to be forfeited.
Section 1125. Shares forfeited must be sold without delay by public auction. The proceeds must be applied to the payment of the call and interest due. The surplus, if any, is required to be returned to the shareholder.
Section 1126. The title of the purchaser of the forfeited share is not affected by any aberration in the proceedings of such forfeiture and sale.
Section 1127. A certificate or certificates shall be provided to each shareholder for the shares held by him.
The delivery of a certificate may be subject to the payment of such fee, not surpassing fifty satang, as the directors may decide.
Section 1128. Every certificate of shares shall be signed by one of the directors at least, and shall bear the seal of the company.
It must contain the following details:
(1) |
The name of the company. |
(2) |
The numbers of the shares to which it applies. |
(3) |
The amount of each share. |
(4) |
In the case the shares are not fully paid up, the amount paid on each share. |
(5) |
The name of the shareholder or a statement that the certificate is to bearer. |
Section 1129. Shares are transferable without the assets of the company unless, in case of shares denoted in a name certificate, it is otherwise stated in the regulations of the company that
The transfer of shares denoted in a name certificate is void unless made in writing and signed by the transferor and the transferee whose signatures shall be certified by at least one witness.
Such transfer is invalid as against the company and third person until the fact of the transfer and the name and address of the transferee are denoted in the register of shareholders.
Section 1130. The company may decline to register a transfer of shares on which a call is due.
Section 1131. The transfer book may be closed during fourteen days immediately prior to the ordinary general meeting.
Section 1132. If by some event such as the death or bankruptcy of any shareholder, another person becomes entitled to a share, the company shall, on surrender of the share certificate when possible, and on proper evidence being provided, register such other person as a shareholder.
Section 1133. The transferor of a share not fully paid up continues to be liable for the full amount unpaid thereon, given that:
(1) No transferor shall be liable in reference to any obligation of the company incurred after the transfer.
(2) No transferor shall be liable to continue unless it comes to the Court’s attention that the existing shareholders are unable to satisfy the contributions required to be made by them.
No action against the transferor for such liability can be made later than two years after the transfer has been entered in the register of shareholders.
Section 1134. Certificates to bearer may be issued only if authorized by the regulations of the company and for shares which are fully paid up. In such case the holder of a name certificate is entitled to receive certificate to bearer on surrendering the name certificate for cancellation.
Section 1135. Shares entered in a certificate to bearer are transferred by the mere delivery of certificate.
Section 1136. The holder of a certificate to bearer is entitled to be given a name certificate on surrendering the certificate to bearer for cancellation.
Section 1137. If it is stated by the regulations of the company that a director must hold a certain number of shares of the company as a qualification for such office, such shares must be shares stated in a name certificate.
Section 1138. Every limited company must keep a register of shareholders containing the following details:
(1) |
The names and addresses, and occupations, if any, of the shareholders, a statement of the shares held by each share
holder, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the
shares of each shareholder . |
(2) |
The date at which each person was entered in the register as a shareholder. |
(3) |
The date at which each shareholder ceased to be a shareholder. |
(4) |
The numbers and date of certificates issued to bearer, and the respective numbers of shares entered in each
such certificate. |
(5) |
The date of cancellation of any name certificate or certificate bearer. |
Section 1139. The register of shareholders commencing from the date of the registration of the company should be kept at the registered office of the company. It must be gratuitously open to inspection by the shareholders, during business hours, subjected to such reasonable restrictions as the directors may require, but not less than 2 hours a day.
It shall be the responsibility of the directors to send once at least in every year to the Registrar, and not later than on the fourteenth day after the ordinary meeting, a copy of the list of all shareholders at the time such meeting and those who are no longer shareholders since the date of the last ordinary meeting. Such list shall include all details specified in the foregoing section.
Section 1140. Any shareholder is allowed to require a copy of such register or of any part thereof to be delivered to him on payment of fifty satang for every hundred words required to be copied.
Section 1141. The register of shareholders is thought to be correct proof of any matters directed or authorized by law to be inserted therein.
Section 1142. If preference shares have been issued, the preferential rights attributed to such shares cannot be altered.
Section 1143. A limited company may not own its own shares or take them in pledge.
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