Section 43. Subject to Section 44, the Board of Directors may not dispose of the property received as payment for shares of the company nor may they spend payment for shares of the company in any business before the company is registered by the Registrar, except the expenses approved by the statutory meeting.

Section 44. If application for registration of the company was not made within the period under Section 39 or the Registrar issued an order not to accept for registration and the order was a final one, the company shall be deemed to not have been established and the Board of Directors shall proceed as follows:
(1) to return payment for shares, in case of payment in money;
(2) to transfer ownership over the property back to the subscribers, in case of payment for shares in property other than money;
(3) to return copyright on any work of literature, art, or science, patents, trademarks, design or models, drawings, plan formula, or confidential process, or to return the information on experience in the field of industry, commerce, or science back to the grantor or perimeter of the use thereof. If the foregoing could not be returned, payment shall be made in an amount appropriate to the individual case or, where an agreement exists, payment of the compensation as stipulated therein shall be made.

These shall be carried out within one month from the date of the period expiration.

In the case where the company was not established because of the order of the Registrar, which was not a result of the fault of the promoters of the company or the Board of Directors, before returning the payment for shares to the subscribers under (1) the Board of Directors may also deduct expenses approved by the statutory meeting.

Section 45. The directors must be jointly and unlimitedly responsible for their failure to comply with Section 44, with interest thereon, from the date of expiration under Section 44.

In the case any director can prove that the failure to comply with Section 44 was not his fault, such director will not be liable under paragraph one.

Section 46. The promoters of the company shall be jointly responsible for all businesses carried out in the establishment of the company if they failed to conclude the stator meeting, and shall be jointly responsible unlimitedly for all debts and payments not approved by the statutory meeting.

Section 47. Upon establishment of the company, no shareholder may request the court to order withdrawal of his purchase of shares on grounds of misunderstanding or being threatened or defraud.

Section 48. In the case where the company established a branch office to operate the business of the company, whether within or outside the Kingdom, the company shall apply for registration of the branch office prior to operation commencement.

In the case where the company dissolved a branch office, the company shall apply for registration of dissolution of branch office within fourteen days from the date of dissolution of such branch office.

Section 49. Section 108 shall apply to the statutory meeting mutatis mutandis.

CHAPTER 5
Shares and Shareholders

Section 50. Each share of the company shall be equal to value.

Section 51. In the case where the company is to offer shares at a price higher than the value registered, the company shall have the share subscriber remit the amount in excess of the value together with the share payment, and take this amount in excess of the share value to establish a surplus reserve separately from the reserve fund under Section 116.

Section 52. The company having been in operation for not less than one year, if suffering a loss, may its shares at a price lower than the registered value but must
(1) have approval of the meeting of shareholders
(2) determine a definite discount ratio and also specify it in the prospectus; and
(3) Comply with Section 137 mutatis mutandis.

Section 53. A share is indivisible.

If two persons and more jointly subscribe for or hold one share or more, those persons must be jointly liable for remittance of payment for the share or shares and the amount in excess of the share value, and must appoint one among them as the person to exercise rights in the capacity as the share subscriber or shareholders, as the case may be.

Section 54. Under enforcement of Section 35(5) and Section 52 all shares shall be paid at one time in full value.

In paying for shares, the subscriber or purchaser may not set off against the company as to payments on shares.

Section 54/1. The provision of Section 54 paragraph two shall not apply to the case where the company restructures its debts by issuing new shares for debt repayment upon the Securitization Project. The project shall get the prior approval from the meeting of shareholder by a vote not less than three-fourth of the total number of votes of shareholders attending the meeting and having the right to vote.

The issuance of new shares for payment and the Securitization project under paragraph one shall be in accordances with the rules and procedures as prescribed in the Ministerial Regulations.

Section 55. The company must prepare share certificates for delivery to the purchasers within two months from the date of registration of the company by the Registrar or from the date of receipt of payment for all the shares in the case the company distributed the remaining shares or newly issued shares after registration of the company.

No share certificate shall be issued to any person until the company or capital increase is duly registered and such person has paid for the shares in full.

A share certificate issued in violation of the provisions of paragraph two shall be void.

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