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.

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