In the case where a Director violates the provision of paragraph one, the company may claim a compensation for the damage incurred from such director. However, a legal action must be taken within one year from the date of knowledge of the violation and not exceeding two years from the date of the violation.

In the case where the company did not exercise its rights to make claim under paragraph two, any one or more shareholders holding a aggregate number of shares not less than five percent of the total number of shares distributed may give a written notice requesting the company to make the claim. If the company failed to comply with the request within one month from the date of the notice or the remainder of the limitation under paragraph two is less than one month, said shareholder or shareholders may make such claim for the company and Section 85 paragraph two (2) and paragraph three shall apply mutatis mutandis.

Section 87. If any Director purchases property of the company or sells property to the company or transacted any business with the company, whether in his own name or others', unless approved by the board of directors such purchases or sale or transaction shall not bind the company.

Section 88. The directors shall inform the company without delay in the following cases:
(1) having interests directly or indirectly in any contract entered into by the company during the accounting period by specifying particulars of the contract, name of the parties thereto, and interests of the directors therein (if any);
(2) holding shares or debentures in the company and affiliated companies, by specifying the total number increased or decreased during the accounting period (if any).

Section 89. The company shall not grant loans to the directors, staff, or employees of the company, except
(1) a loan under the regulation on welfare of staff and employees; or
(2) a loan under the law on commercial banking, life insurance, or other laws.
Loans as follows shall be regarded as loans granted to a directors, staff, or employees under paragraph one:
      (a) a loan to the spouse or children who one not sui juris (full age) of a director, staff, or employee;
      (b) a loan to an ordinary partnership of which a director, staff, or employee, spouse or children who are not sui juris(full age) of such director, staff, or employee is a partner;
      (c) a loan to a limited partnership of which a director, staff, or employee, spouse or children who are not sui juris(full age) of such director, staff, or employee is a partner of unlimited liability;
      (d) a loan to other company or a private company in which a director, staff, or employee, spouse or children who are not sui juris(full age) of such director, staff, or employee holds an aggregate number of shares exceeding one half of the total number of shares of such other company or private company.

Loan granting under paragraph one includes a guarantee on purchase or discount of a bill and the granting of collateral for the payment of a loan.

Section 90. The company shall not pay money or any other property to the directors, except payment as remuneration under the articles of association of the company.

In the case where the articles of association of the company contain no provision on said matter, payment of remuneration under paragraph one shall be in accordance with the resolution of the meeting of shareholders, supported by votes not less than two-thirds of the total votes of shareholders present.

Section 91. The directors shall be jointly liable for any damage to the company in case as follows:
(1) demanding subscribers to make payment for shares or transfer rights to property to the company without compliance with Section 37 or Section 38;
(2) using payment for shares as expenses or dispose of property received as payment for shares in violation of Section 43;
(3) taking any action in violation of Section 85;
(4) granting loans in violation of Section 89;
(5) making payment of money or any other property to the directors without compliance with Section 90;
(6) making payment of dividend to shareholders in violation of Section 115 or liability under Section 118, unless it can be proved that the act was done in good faith and based on evidence or financial statements certified correct by the chairman of the board or financial officer of the company or the auditor;
(7) failure to prepare or keep books of account, registers or documents of the company under this Act, unless it can be proved that reasonable action has been taken to prevent noncompliance.

Section 92. The director shall not be liable under Section 91 in cases as follows:
(1) Having proven that they did not participate in such activity or said activity was not carried out on the basis of the resolution of the meeting of the board of directors.
(2) Having objected at the meeting of the board of directors and his objection was recorded in the minutes of meeting or be submitted a written objection to the meeting chairman within three days from the date of the meeting conclusion.

Section 93. In the case where the directors must be responsible for any damage caused to the company under Section 91(6), they shall have rights to call for the part of dividend in excess from the shareholders who received it with the knowledge that it was a payment made in violation of Section 115 or liability under Section 118.

Section 94. The directors shall be jointly responsible for any damage caused to the shareholders an the persons associated with the company in cases as follows, unless it can be proved that they have no part in the commission of such offense:
(1) giving false statement or concealing statement that should be given in respect of financial standing and result of operation of the company in offering shares, debentures, or financial instruments of the company;
(2) showing statements or entries in documents submitted to the Registrar, which are false or do not correspond to the accounts, registers, or documents of the company;
(3) preparing the balance sheet and profit and loss account, minutes of the meeting of shareholders, or minutes of the meeting of the board of directors, which are false.

Section 95. Any director who carried out any affair which the meeting of shareholders has duly resolved to ratify or approve, even through the resolution is to be revoked, such director does not have to be responsible for such affair to the company, shareholders or creditors of the company.

Section 96. The company shall maintain a register of directors, the minutes of meeting of the board of directors, and the minutes of meeting of shareholders and keep them at the head office of the company. However, the company may assign any person the duty of keeping the said documents and the register for the company at any place, but the company must inform the Registrar prior and the said documents and the register must be kept in the locality in which the head office is situated or in a neighboring province.

The register of directors shall contain at least the following particulars,
(1) the names, dates of birth, nationalities, and addresses of the directors,
(2) the types, value, share certificate number, and number of shares held by each director;
(3) dates of becoming on ceasing to be directors.

The minutes of the meeting of the board of directors and the minutes of meeting of the shareholders shall be prepared and completed by the board of directors within fourteen days from the date of the meeting.

Section 97. Unless otherwise provided in this Chapter, the relationship between the directors and the company and the relationship between the company and any third person shall be in accordance with the Civil and Commercial Code in the part on agent.

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