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.

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