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.

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