Thailand Civil and Commercial Code Sections-1208-1246/7
PART IV
Audit
Section. 1208. The auditors may be shareholders of the company; but no person is eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the company, and no director or other agent or employee of the company is eligible as an auditor during his continuance in office.
Section 1209. The auditors shall be elected every year at an ordinary meeting.
A retiring auditor is eligible for re-election.
Section 1210. The remuneration of the auditors shall be fixed in any general meeting.
Section 1211. If any casual vacancy occurs among the auditors, the directors shall forthwith summon an extraordinary meeting for the purpose of filling the vacancy.
Section 1212. If no election of auditors is made in a manner aforesaid, the Court shall, on the application of not less than five shareholders, appoint an auditor for the current year and fix his remuneration.
Section 1213. Every auditor shall at all reasonable time have access to the books and accounts of the company, and with regard to such books and accounts he may examine the directors or any other agents or employees of the company.
Section 1214. The auditors must make a report to the ordinary meeting on the balance-sheet and accounts.
They must state in such report whether in their opinion the balance-sheet is properly drawn up so as to exhibit and correct view of the state of the affairs of the company.
PART V
Inspection
Section 1215. Upon the application of shareholders holding not less than one-fifth part of the shares of the company, the competent Minister shall appoint one or more competent inspectors to examine into the affairs of any limited company and to report thereon.
The Minister, before appointing any such inspector, may require the applicants to give security for payment of expenses of the inspection.
Section 1216. The directors, employees and agents of the company are bound to produce to the inspectors all books and documents in their custody or power.
Any inspector may examine upon oath the directors, employees and agents of the company in relation to its business
Section 1217. The inspectors must make a report to be written or printed as the competent Minister directs. Copies must be forwarded by the Minister to the registered office of the company and to the shareholders upon whose application the inspection was made.
Section 1218. All expenses of such inspection must be repaid by the applicants, unless the company, in the first general meeting after such inspection is finished, consents that the same shall be paid out of the assets of the company.
Section 1219. Minister officials by themselves One or several inspectors may be appointed to inspect the company in order to make a report to submit to the government. The appointment of such inspectors is up to the Minister to deem appropriate.
PART VI
Increase and Reductions of Capital
Section 1220 A limited company can, by special resolution, increase its capital by issuing new shares.
Section 1221 No new shares of a limited company may be allotted as fully or partly paid-up otherwise than in money, except in execution of a special resolution.
Section 1222 All new shares must be offered to the shareholders in proportion to the shares held by them. Such offer must be made by notice specifying the number of shares to which the shareholder is entitled and fixing a date after which the offer, if not accepted, shall be deemed declined. After such date or upon receipt of an intimation from the shareholder declining the offered shares, the directors may offer such shares for subscription to other shareholders or subscribe the shares themselves.
Section 1223 A notice to any shareholder to subscribe for new shares must be dated and signed by the directors.
Section 1224 A limited company may, by special resolution, reduce its capital either by lowering the amount of each share or by reducing the number of shares.
Section 1225 The capital of the company may not be reduced to less than one-fourth of its total amount.
Section 1226 When a company proposes to reduce its capital, it must be published at least seven times in a local paper and send a notice of the particulars of the proposed reduction to all creditors known to the company, requiring them to present any objections within three months from the date of such notice. If no objection is raised within the period, none is deemed to exist. If an objection is raised, the company cannot proceed with the reduction of its capital unless it has satisfied the claim or given security for it.
Section 1227 If a creditor has, due to ignorance of the proposed reduction of capital and not due to their fault, failed to give notice of objection, shareholders to whom a portion of their shares has been refunded or remitted remain personally liable to such creditor for two years from the date of registration of such reduction.
Section 1228 The special resolution authorizing any increase or reduction of capital must be registered by the company within fourteen days after its date.
PART VII
Debentures
Section 1229 Debentures may not be issued.
Sections 1230 to 1235 (Repealed)
PART VIII
Dissolution
Section 1236 A limited company is dissolved:
(1) In any case provided by its regulations.
(2) If formed for a specific period, by the expiration of that period.
(3) If formed for a single undertaking, by the termination of that undertaking.
(4) By a special resolution to dissolve.
(5) By the company becoming bankrupt.
Section 1237 A limited company may also be dissolved by the Court on the following grounds:
(1) Default in filing the statutory report or in holding the statutory meeting.
(2) If the company does not commence business within a year from the date of registration or suspends its business for a whole year.
(3) If the business of the company can only be carried on at a loss with no prospect of recovery.
(4) If the number of shareholders is reduced to less than seven.
However, in the case of default in filing the statutory report or in holding the statutory meeting, the Court may, instead of dissolving the company, direct that the statutory report be filed or the statutory meeting be held as it thinks fit.
PART IX
Amalgamation of Limited Companies
Section 1238 A limited company may not amalgamate with another limited company except by special resolution.
Section 1239 The special resolution deciding an amalgamation must be registered by the company within fourteen days from its date.
Section 1240 The company must publish at least seven times in a local paper and send a registered letter to all known creditors with notice of the particulars of the proposed amalgamation, requiring creditors to present any objections within six months from the date of the notice. If no objection is raised during this period, none is deemed to exist. If an objection is raised, the company cannot proceed with the amalgamation unless it has satisfied the claim or given security for it.
Section 1241 When the amalgamation is completed, each amalgamated company and the new limited company formed by the amalgamation must register it within fourteen days.
Section 1242 The share capital of the new company must be equivalent to the total share capital of the amalgamated companies.
Section 1243 The new company is entitled to the rights and subject to the liabilities of the amalgamated companies.
PART X
Notices
Section 1244 A notice is deemed to be duly served by the company to a shareholder if it is delivered personally or sent by post to such shareholder at the address appearing in the register of shareholders.
Section 1245 Any notice sent by post in a letter properly addressed is deemed to have been served at the time when such letter would have been delivered in the ordinary course of post.
PART XI
Removal of Defunct Companies from Register
Section 1246 (Repealed)
PART XII
Transformation of a Registered Partnership and a Limited Partnership to a Limited Company
Section 1246/1 A registered partnership or limited partnership consisting of at least three partners may be converted into a limited company by consent of all partners and by performing the following:
Notification of the consent of partners to convert the partnership into a limited company to the Registrar in writing within fourteen days from the date of consent by all partners; and
Publication at least once in a local paper and sending a notice of the particulars of the proposed conversion to all creditors known to the partnership, requiring the creditors to present any objections they may have to such conversion within thirty days from the date of such notice. If an objection is raised, the partnership cannot proceed with the conversion unless it has satisfied the claim or given security for it.
Section 1246/2 If no objection is raised or if an objection is raised but the claim has been satisfied or security has been given, all partners shall hold a meeting to consent to and proceed with the following:
- Prepare the memorandum of association and the articles of association of the company (if any);
- Fix the amount of share capital of the company, which shall be equivalent to the total contributions of all partners, and fix the number of shares of the company to be vested with each partner;
- Fix the amount already paid in money on each share, which shall be at least twenty-five percent of the stated value of each share;
- Fix the number of ordinary shares or preference shares to be issued and allotted to the partners and the nature and extent of the preferential rights accruing to the preference shares;
- Appoint directors and define their respective powers;
- Appoint auditors; and
- Carry out any other necessary activities for the conversion. In proceeding with the actions under the first paragraph, the provisions relating to a limited company regarding such respective actions shall apply mutatis mutandis.
Section 1246/3 The former managing partners shall deliver the businesses, property, accounts, documents, and evidence of the partnership to the board of directors of the company within fourteen days after the consent by partners and the completion of actions under Section 1246/2. If any partner has not paid at least twenty-five percent of the price of any share or has not transferred ownership of any property or produced any document or evidence of exercise of rights to the board of directors, the board of directors of the company shall issue a letter demanding that the partner pay the share price, transfer ownership, or produce the document or evidence of exercise of rights, as the case may be, to the board of directors within thirty days from the date of receipt of the demand letter.
Section 1246/4 The board of directors of the company shall file with the Registrar an application to register the conversion into a limited company within fourteen days from the date of full compliance with Section 1246/3. In applying for registration of the conversion, the board of directors shall also submit to the Registrar, together with the application for registration, the minutes of the partners’ meeting on consideration of consenting to and proceeding with the conversion of the partnership into a limited company under Section 1246/2, the memorandum of association, the articles of association, and the list of shareholders.
Section 1246/5 After the conversion of the registered partnership or limited partnership into a limited company has been accepted for registration by the Registrar, the former registered partnership or limited partnership shall lose its status as a registered partnership or limited partnership under the Civil and Commercial Code, and the Registrar shall make a note of such loss on the register.
Section 1246/6 After the registration for conversion of the registered partnership or limited partnership into a limited company, the company shall be vested with all the property, obligations, rights, and responsibilities of the former registered partnership or limited partnership.
Section 1246/7 If after the registration for conversion into a limited company, the company is unable to perform any obligation vested from the converted partnership, the creditor of such obligation may enforce the performance of the obligation on the partners of the converted partnership, to the extent that each partner is liable for the obligations of the partnership.
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