Thailand Civil and Commercial Code Sections-1247-1273/4

CHAPTER V

LIQUIDATION OF REGISTERED PARTNERSHIP, LIMITED PARTNERSHIPS, AND LIMITED COMPANIES

Section 1247 The liquidation of a bankrupt registered partnership, limited partnership, or limited company shall be made, as far as practicable, in accordance with the provisions of the Law of Bankruptcy for the time being in force. The competent Minister shall issue Ministerial Regulations governing the liquidation of partnerships and companies and determining the rate of fees for this purpose.

Section 1248 When a general meeting is prescribed in this Chapter, it means:

1. As to registered partnerships and limited partnerships, a meeting of all the partners, in which a majority of votes decides.
2. As to limited companies, the general meeting provided by Section 1171.

Section 1249 A partnership or company is deemed to continue after its dissolution as far as it is necessary for the purpose of liquidation.

Section 1250 The duties of the liquidators are to settle the affairs of the partnership or company, to pay its debts, and to distribute its assets.

Section 1251 Upon dissolution of a partnership or company for any cause other than bankruptcy, the managing partners or directors become liquidators unless otherwise provided by the contract of partnership or by the regulations of the company. If there are no persons to be liquidators under the foregoing provision, a liquidator or liquidators shall be appointed by the Court upon the application of the Public Prosecutor or any other interested person.

Section 1252 The managing partners or directors retain as liquidators the same respective powers which they had as managing partners or directors.

Section 1253 Within fourteen days after the date of dissolution or, in the case of liquidators appointed by the Court, after the date of appointment, the liquidators must:

1. Notify the public by two successive advertisements, at least in a local paper, that the partnership or company is dissolved and that its creditors must apply for payment to the liquidators; and
2. Send a similar notice by registered letter to each creditor whose name appears in the books or documents of the partnership or company.

Section 1254 The dissolution of the partnership or company and the names of the liquidators must be registered within fourteen days after the date of dissolution by the liquidators.

Section 1255 The liquidators must, as soon as possible, prepare a balance sheet and have it examined and certified by the auditors, and must summon a general meeting.

Section 1256 The business of the general meeting is:

1. To confirm the directors or managing partners as liquidators, or appoint other liquidators in their stead; and
2. To adopt the balance sheet. The general meeting may direct the liquidators to make an inventory or to do whatever the meeting may deem advisable for the settlement of the affairs of the partnership or company.

Section 1257 Liquidators not appointed by the Court may be removed and superseded by a unanimous vote of the partners or by a general meeting of the shareholders. Liquidators, whether appointed by the Court or not, may be removed and superseded by the Court on the request of one of the partners or of the shareholders representing one-twentieth part of the paid-up capital of the company.

Section 1258 Any change among the liquidators must be registered within fourteen days after the date of change by the liquidators.

Section 1259 The liquidators have power:

1. To bring or defend any legal proceeding, civil or criminal, and to make compromises, in the name of the partnership or company.
2. To carry on the business of the partnership or company, as far as may be necessary for a beneficial settlement of the affairs.
3. To sell the property of the partnership or company.
4. To do all other acts as may be necessary for a beneficial settlement of the liquidation.

Section 1260 No limitation of the power of the liquidators is valid against third persons.

Section 1261 Unless otherwise fixed by the general meeting or by the Court at the time of the appointment of the liquidators, no act of the liquidators is valid unless done jointly by them.

Section 1262 A resolution of a general meeting or a decision of the Court authorizing a liquidator or liquidators to act separately must be registered within fourteen days from its date.

Section 1263 All costs, charges, and expenses properly incurred in the liquidation must be paid by the liquidators in preference to other debts.

Section 1264 If a creditor does not apply for payment, the liquidators must deposit the amount due to him as described by the provisions of the Code concerning Deposit in lieu of performance.

Section 1265 The liquidators may require the partners or shareholders to pay such part of their contributions or shares as may still be unpaid, and such part must be paid at once, even if it was previously agreed by the contracts of partnership or the regulations of the company that it would be called for at a later period.

Section 1266 If the liquidators find that after the whole of the contributions or shares has been paid up, the assets are insufficient to meet the liabilities, they must apply at once to the Court to have the partnership or company declared bankrupt.

Section 1267 The liquidators must deposit, every three months at the Registration Office, a report of their activities, showing the situation of the accounts of the liquidation. Such report shall be available gratuitously for inspection by the partners, shareholders, or creditors.

Section 1268 If the liquidators continue for more than one year, they must summon a general meeting at the end of each year from the beginning of the liquidation and must lay before this meeting a report of their activities and a detailed account of the situation.

Section 1269 Only so much of the property of the partnership or company may be divided amongst the partners or shareholders as is not required for performing all the obligations of the partnership or company.

Section 1270 As soon as the affairs of the partnership or company are fully liquidated, the liquidators shall make up an account of the liquidation showing how the liquidation has been conducted and how the property of the partnership or company has been disposed of. Thereupon, they shall call a general meeting for the purpose of laying before it the account and giving any explanation thereof. After the account is approved, the proceedings of the meeting must be registered within fourteen days from its date by the liquidators. Such registration is taken as being the end of the liquidation.

Section 1271 After the liquidation, the books, accounts, and documents of the liquidated partnership or company shall be deposited within fourteen days as provided in the foregoing section at the Registrar’s Office, where they shall be kept for ten years after the end of the liquidation. All such books, accounts, and documents shall be open gratuitously for inspection by any interested person.

Section 1272 No action for payment of debts due from the partnership or company or from the partners, shareholders, or liquidators as such can be entered later than two years after the end of the liquidation.

Section 1273 The provisions of Sections 1172 to 1193 and 1207 apply mutatis mutandis to general meetings held during liquidation.

CHAPTER VI

Removal of Registered Partnerships, Limited Partnerships, and Limited Companies from the Register Sections

Section 1273/1 Where the Registrar has reasonable cause to believe that a registered partnership, a limited partnership, or a company is not carrying on business or in operation, he shall send a letter by post with acknowledgment of receipt to the partnership or company, inquiring whether it is carrying on business or in operation. The letter shall inform them that if an answer is not received within thirty days from the sending date thereof, a notice will be published in a newspaper with a view to striking the name of the partnership or company off the register. If the Registrar either receives an answer from the partnership or company stating that it is not carrying on business or in operation, or does not receive any answer within thirty days after sending the letter, he may publish a notice at least once in one of the local newspapers. Additionally, he shall send a notice by post with acknowledgment of receipt to the partnership or company, stating that at the expiration of ninety days from the sending date of that notice, unless cause is shown to the contrary, the name of the partnership or company mentioned therein will be struck off the register.

Section 1273/2 If, in any case where a partnership or company has been dissolved and is in the process of liquidation, the Registrar has reasonable cause to believe either that no liquidator is acting or that the affairs of the partnership or company are fully wound up, and the liquidation returns have not been submitted by the liquidator, or the registration of completion of liquidation process has not been applied for by the liquidator, the Registrar may send a letter by post with acknowledgment of receipt to the partnership or company and to the liquidator at his last known place of business. The letter shall demand the appointment of an acting liquidator, submission of the returns, or registration of the completion of liquidation, as the case may be. It shall inform them that if the action is not carried out within one hundred and eighty days from the sending date thereof, a notice will be published in a newspaper with a view to striking the name of the partnership or company off the register. If the partnership or company or the liquidator fails to take the action within the prescribed period, the Registrar shall publish a notice at least once in a local newspaper and send a notice by post with acknowledgment of receipt to the partnership or company and the liquidator. The notice shall state that at the expiration of ninety days from the date of sending that notice, unless cause is shown to the contrary, the name of the partnership or company mentioned therein will be struck off the register.

Section 1273/3 At the expiration of the time mentioned in the notice under Section 1273/1 or Section 1273/2, the Registrar may strike the name of the partnership or company off the register, unless cause to the contrary has been previously shown by the partnership or company or the liquidator. On striking its name off the register, the partnership or company shall lose its status as a juristic person. It is provided that the liability of every managing partner, partner, director, managing officer, and shareholder shall continue and may be enforced as if the partnership or company had not lost its status as a juristic person.

Section 1273/4 If a partnership, a partner, a company, or any shareholder or creditor thereof feels unfairly aggrieved by the partnership or company having been struck off the register, the Court may, on the application of the partnership, partner, company, shareholder, or creditor, if satisfied that the partnership or company was carrying on business or in operation at the time of striking off, or otherwise that it is just that the partnership or company be restored to the register, order the name of the company to be restored to the register. Thereupon, the partnership or company shall be deemed to have continued in existence as if its name had not been struck off. The Court may, by the order, give such directions and make such provisions as seem just for placing the partnership or company and all other persons in the same position as nearly as may be as if the name of the partnership or company had not been struck off. Any request for restoration of the name of the partnership or company to the register may not be made after the expiration of ten years from the day the name is struck off by the Registrar.

TITLE XXIII

ASSOCIATIONS

Section 1274 – 1297 (Repealed) Provisions of Associations are inserted in Book I (Part II) of the Civil and Commercial Code

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