19 November 2009

PUBLIC LIMITED COMPANY ACT
B.E.2535
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BHUMIBOL ADULYADEJ REX.
Given this 29th day of March B.E. 2535
Being the 47th year of the Present Reign

His Majesty King Bhumibol Adulyadej has been graciously pleased to proclaim that:

Whereas it is expedient to revise the law on public limited company;

Be it, therefore, enacted by His Majesty the King, by and with advice and consent of the National Legislative Assembly, as follows:

Section 1. This Act shall be cited “Public Limited Company Act B.E. 2535”.

Section 2. This Act shall come into force upon expiration of sixty days from the date of its promulgation in the Royal Government Gazette.

Section 3. Public Limited Company Act B.E. 2521, shall be repealed.

CHAPTER 1
General Provisions

Section 4. In this Act,
“company” means a public limited company established under this Act;
“private company” means a limited company established under the Civil and Commercial Code;
“Board of Directors” means the Board of Directors a public limited company;
“Chairman” means the Chairman of the Board of Directors of a public limited company;
“Director” means a director of a public limited company;
“Registrar” means the Director-General of the Department of Business Development and shall also include the person entrusted by the Director-General of the Department of Business Development;
“Competent Official” means a person appointed by the Minister to execute this Act;
“Minister” means the Minister in charge of the execution of this Act.

Section 5. In case this Act provides that any person is required to submit documents or a list of items within a given period, if the person cannot do so within the given period for reasons of necessity and has applied for time extension or postponement by describing reasons of necessity, deeming it expedient the Registrar may permit an extension or postponement appropriate to the case. Government Gazette Vol. 109 Part 43 Page 6 dated 8 April 1992.

Section 6. In case this Act provides that any person has the duty to or may inform, warn, advertise or publish any statement concerning any company for the information of other persons or the public by means of a newspaper, such person shall have the statements published in a daily Thai-language newspaper printed for distribution in the locality in which the head office of the company is situated, for a consecutive period of not less than three days.

In case no newspaper pursuant to paragraph on exists, such person shall have the statements published in a daily Thai-language newspaper printed for distribution in Bangkok Metropolis instead.

Section 7. In case this Act provides that any person has the duty to dispatch instructions, warning, notice, or any document to another person, the person having the duty to send the same or his representative may deliver the same to the recipient or his representative directly or send the same by registered post to the recipient at the address already given by the recipient to the sender or, if no address was given, send to the place which is the domicile of the recipient.

In case of sending by registered post, such instructions, warning, notice, or document shall be deemed to have reached the recipient at the time said instructions, warning, notice, or document should have reached the destination by normal post during the time of such mailing, unless proved to be otherwise.

Section 8. Shareholders or the company cannot take benefits from third persons on any terms or items that must be registered under this Act until duly registered with the Registrar, but shareholders or the company having received debt repayments before said registration need not return the repayments.

Section 9. Among the shareholders or between the shareholders and the company, it shall be presumed that all the account books and documents of the company or of the liquidator are correct according to the entries recorded therein in every respect.

Section 10. Any person upon payment of fees shall have rights to inspect or to copy the contents of the register or documents kept by the Registrar or to request the Registrar to make copies or to make photocopies of any documents duly certified correct by the Registrar or for a certificate of any item registered.

Section 11. The company shall do as follows:
(1) To use the name beginning with the term "(Company)" and ending with the term "(Limited Public)" or beginning with the abbreviation "PLC" instead of the term "Company" and "Limited(Public)" in Thai characters. In case of using name in a foreign language, words which bear the meaning similar to "Public Limited Company" may be used instead as prescribed in the ministerial regulation;
(2) To show the name, location of the office, and registration member of the company in letters, notices, announcements, invoices, and receipt;
(3) To show the name of the company in the seal (if any);
(4) To have a name plate of the company placed in front of the head office and branch offices (if any), and have the said name plate removed when such places are not used as the head office or branch offices or when the dissolution of the company or its branches has been registered.

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