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This article has been submitted by Chaninat & Leeds, a full service law firm in Thailand, specializing in foreign company registration, divorce litigation and US immigration, including the US visa waiver process for Thais.



 

Section 34. In a meeting of subscribers, the subscribers may authorize a person of sui juris (full age) as proxy to attend the meeting and vote on their respective behaves. Authorization shall be in writing and signed by the authorizer, and shall be handed over to the person designated by the promoters at the place of the meeting before the proxy attends the meeting.

The proxy form shall be in the form prescribed by the Registrar, which shall contain at least the following:
(1) the number of shares held by the authorizer;
(2) the name of the proxy;
(3) the serial number of the meeting which the proxy is authorized to attend and vote.

In voting, a proxy shall have a number of votes equal to the aggregate number of votes of the authorizing subscribers, unless he has announced to the meeting before voting to the effect that he will vote on behalf of certain authorizers only, by specifying the name of the authorizers and number of their respective shares.

Section 35. Business to be transacted in the statutory meeting are:
(1) to consider the articles of association;
(2) to ratify the business already operated by the promoters and approve the expenses incurred in the company establishment;
(3) to fix the amount to paid to the promoters, if such is specified in the prospectus;
(4) to prescribe particulars of preference share (if any);
(5) to fix the number of ordinary shares or preference shares to be issued to any person as if they were paid up in full because such person has given other property in lieu of money or has granted or perimeter the use of copyright to any work of literature, art, or science, patent, trademark, form or model, plan, formula, or confidential process, or has provided information concerning experience in the field of industry, commerce, or science;
(6) to elect directors;
(7) to elect of the auditor and fix his remuneration

Section 36. The election of directors shall be in accordance with the provisions of Section 70.

Section 37. The promoters shall hand over all businesses and documents of the company to the Board of Directors within seven days from the date of the statutory meeting conclusion.

Having taken over the business and documents, the Board of Directors shall issue a notice to the subscribers requesting them to pay for their respective shares in full within the period specified in the notice, which shall not be less than fourteen days from the date of receipt of the notice, and at the same time requesting the subscribers who pay for their shares with other property which is not money to transfer ownership over such property or documentary evidence of title to rights to the company in accordance with the procedure and within the period specified in the notice, which shall not be less than one month from the date of the company registration.

Payment for shares nay not be ser off with the promoters or the company.

Section 38. If a subscriber does not make payment on shares or transfer the ownership of property to the company under Section 37 paragraph two, the Board of Directors shall issue a reminder requesting the subscriber to make payment for the shares in full or to transfer ownership over the property or documentary evidence of title to rights to the company within fourteen days from the date of issue of the reminder and at the same time informing that, if action has not been taken in accordance with the procedure and within said period, the Board of Directors will auction off the shares.

Upon expiration of the period prescribed under paragraph one, if said subscriber failed to pay for the shares in full or to transfer ownership over the property or documentary evidence of title to rights to the company, the Board of Directors shall auction off the shares within seven days from the date of expiration of said period.

If the amount obtained from the auction under paragraph two is less than the full value of the shares, the Board of Directors shall collect the deficit from the share subscriber without delay.

Section 39. After having received the payment on shares up to the number prescribed in Section 27, the Board of Directors shall apply for registration the company within three months from the date of conclusion of the statutory meeting, with particulars as follows presented in the application:
(1) the paid-up capital, the total amount of which must be specified;
(2) the total number of shares sold, classified into
      (a) ordinary shares or preference shares (if any) paid up in money,
      (b) ordinary shares or preference shares (if any) paid up with other asset than money, and clarify criteria concerning the appraisal of such asset.
      (c) ordinary shares or preference shares (if any) paid up in accordance with Section 35(5), with a brief account also given;
(3) the names, date of birth, nationality, and address of the directors;
(4) the names and number of directors authorized to affix signature in behalf of the company and power limitations (if any) as specified in the articles of association;
(5) the location of the head office and branch offices (if any).

In applying for registration under paragraph one, the board of directors shall send along at the same time the articles of association, list of shareholders specifying names, nationalities, addresses, number of shares held, and share certificate number, and minutes of the statutory meeting.

Section 40. In the case where there is a change in any item shown under Section 39 paragraph one, the company shall apply for registration of the change in such item within fourteen days from the date of occurrence of the change.

Section 41. The company duly registered under this Act shall become a juristic person on the date of registration by the Registrar.

Section 42. The company has powers to carry out any act within the scope of its objective and, if not otherwise provided in the articles of association, such powers shall include powers to act as follows:
(1) to be a plaintiff, file complaint, carry out proceeding on behalf of the company;
(2) to purchase, procure, accept, hire, hire-purchase, own, possess, improve, use, and manage any property including interest thereon;
(3) to sell, transfer, mortgage, pledge, exchange and otherwise dispose of property;
(4) to borrow money, grant surety, issue, transfer, and endorse promissory notes or other negotiable instruments
(5) to request temporary release of directors, staff, or employees held under criminal action for an offense committee in relation to duty performance for the company
(6) to hold shares, manage other companies or private companies, and operate specific business jointly with other companies or private companies;
(7) to carry out any other act that may be done by a natural person, except those which by nature could be possibly done by natural persons only, however, within the scope of the objective of the company.


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