Thailand Civil and Commercial Code Sections-65-148

CHAPTER II

JURISTIC PERSONS

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PART I

GENERAL PROVISIONS

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Section 65 A juristic person can come into existence only by virtue of this Code or other laws.

Section 66 A juristic person has rights and duties in conformity with the provisions of this Code or other laws, within the scope of its powers and duties, or its objectives as provided by or defined in the law, regulation, or constitutive act.

Section 67 Subject to Section 66, a juristic person enjoys the same rights and is subject to the same duties as a natural person, except those rights and duties that, by their nature, can only be enjoyed or incurred by a natural person.

Section 68 The domicile of a juristic person is the place where it has its principal office or establishment, or a place selected as a special domicile in its regulation or constitutive act.

Section 69 If a juristic person has several establishments or branch offices, the place of any of its branch offices may also be considered its domicile for the purposes of acts performed there.

Section 70 A juristic person must have one or several representatives as prescribed by law, regulation, or its constitutive act. Decisions concerning the affairs of the juristic person are made by a majority of the representatives.

Section 71 When a juristic person has several representatives, unless otherwise provided by law or defined in its regulations or constitutive act, decisions concerning the affairs of the juristic person are made by a majority of the representatives.

Section 72 Changes in the representatives of a juristic person or any restrictions or modifications of the powers of the representatives shall be effective only after compliance with the law, regulations, or its constitutive act. Such changes or modifications cannot be set up against third parties acting in good faith.

Section 73 If a vacancy occurs among the representatives of a juristic person, and there is reason to believe that damage might ensue from delay, the Court may, on the application of any interested person or the Public Prosecutor, appoint a temporary representative.

Section 74 In matters where the interests of a juristic person conflict with those of its representatives, the representatives have no authority to act on behalf of the juristic person.

Section 75 If the conflict under Section 74 causes a situation where there are no representatives of the juristic person or the remaining representatives cannot constitute a quorum for meetings or execute such matters, unless otherwise provided by law or defined in its regulations or constitutive act, the provisions of Section 73 shall apply to the appointment of special representatives, mutatis mutandis.

Section 76 A juristic person is liable to make compensation for any damage done to other persons by its representatives or those empowered to act on its behalf in the exercise of their functions, subject to its right of recourse against those who caused the damage.

If damage is caused by an act that is outside the scope of the object or powers and duties of the juristic person, all persons mentioned in the first paragraph who agreed to or executed the act are jointly liable for compensation.

Section 77 The provisions on Agency in this Code shall apply to the relationships between the juristic person and its representatives, and between the juristic person or its representatives and third persons, mutatis mutandis.

 

PART II

ASSOCIATION

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Section 78 An association created for conducting any activity which, according to its nature, is to be done continuously and collectively by persons other than sharing profits or incomes earned must have regulations and must be registered according to the provisions of this Code.

Section 79 The regulations must include at least the following particulars:

1. The name of the association.
2. Its object.
3. The address of its principal office and all its branches.
4. Rules for the admission of its members and the conclusion of membership.
5. Rates and membership fees.
6. Rules for the Committee of the association, including the number of directors, their appointment, term of office, retirement, and meetings of the Committee.
7. Rules for the management of the association, including the keeping of accounts and the property of the association.
8. The association must have the word ‘Association’ incorporated into its name.

Section 80 The association must have the word “association” incorporated into its name.

Section 81 The application for the registration of an association must be filed in writing by at least three of the prospective members with the Registrar of the area where the principal office of the association is situated. The application must include the regulations of the association and a list of names, addresses, and occupations of at least ten prospective members.

Section 82 When the application for registration, together with the regulations, is received by the Registrar, and if the application is found to be correct under Section 81 and the regulations meet the requirements of Section 79, and if the object of the association is not contrary to the law or public morals, and does not endanger public order or national security, and all particulars conform to the object of the association or the prospective directors have the status or conduct suitable for implementing the object of the association, the Registrar shall register the association and issue a certificate of registration. The registration shall be published in the Government Gazette.

If the application or the regulations do not conform to Section 81 or Section 79, or if the particulars do not conform to the object of the association, or if the prospective directors do not have the appropriate status or conduct, the Registrar shall instruct the applicant to make corrections or alterations. After such corrections or alterations are made, the Registrar shall proceed with the registration and issue the certificate of registration. If the Registrar considers that registration cannot be granted because the object of the association is contrary to the law or public morals, or likely to endanger public order or national security, or if the applicant fails to make corrections or alterations within thirty days of being notified, the Registrar shall issue an order refusing registration and inform the applicant of the reasons for such refusal.

The applicant may appeal in writing against the order of refusal for registration to the Minister of the Interior through the Registrar within thirty days from the date of receipt of the refusal order. The Minister of the Interior shall decide the appeal and inform the appellant of the decision within thirty days from the date of receipt of the written appeal by the Registrar. The decision of the Minister of the Interior shall be final.

Section 83 An association registered under this Part is a juristic person.

Section 84 No alterations or additions to the regulations of an association may be made except by a resolution of the general meeting. Such alterations and additions must be deposited for registration at the Registrar’s Office where the principal office of the association is situated within fourteen days from the date of the resolution. The provisions of Section 82 shall apply mutatis mutandis. The alterations and additions shall become effective after registration by the Registrar.

Section 85 The appointment of new directors or any alterations to the directors must be made in accordance with the regulations of the association and must be registered with the Registrar at the Registrar’s Office where the principal office of the association is situated within thirty days from the date of such appointment or alteration.

If the Registrar considers that any of the directors does not have the appropriate status or conduct for implementing the object of the association, the Registrar may refuse to register that director. In such a case, the Registrar shall notify the association of the reasons for the refusal within sixty days from the date of application. The provisions of Section 82, paragraphs four and five, shall apply mutatis mutandis.

If the registration of new directors has not been completed, the old directors shall continue to perform the functions of the directors until the registration of the new directors is made, unless otherwise provided in the regulations of the association.

Section 86 The directors of the association must carry out the activities of the association in accordance with the law and the regulations of the association, and under the supervision of the general meetings.

Section 87 An association is represented in its relations with third persons by its Committee.

Section 88 All activities performed by the Committee of the association are valid even if it is later discovered that there was a fault concerning the appointment or qualifications of the directors.

Section 89 A member of an association is entitled, during the working hours of the association, to inspect the business and property of the association.

Section 90 A member of the association must pay the full subscription fee on the day they apply for membership or at the beginning of the subscription period, unless otherwise provided in the regulations.

Section 91 A member of the association may withdraw from the association at any time, unless otherwise provided in the regulations.

Section 92 Each member of an association is liable for the debts of the association only up to the amount of their subscription due.

Section 93 A general meeting must be called by the directors of the association at least once a year.

Section 94 The Committee may summon extraordinary meetings as they see fit. A requisition for summoning an extraordinary meeting may be made in writing by members holding not less than one-fifth of the total number of members, or by not less than one hundred members, or by the number specified in the regulations. The requisition must specify the object for which the meeting is to be summoned.

Upon receiving a requisition for an extraordinary meeting, the Committee must summon the meeting within thirty days from the date of receipt of the requisition. If the meeting is not summoned within this period, the members who made the requisition or other members meeting the requisition criteria may summon the meeting themselves.

Section 95 In summoning a general meeting, a notice must be sent to every member whose name appears in the register of the association not later than seven days before the date fixed for the meeting, or it may be published at least twice in a local newspaper, not less than seven days before the date of the meeting.

The notice must specify the place, date, hour of the meeting, and its agenda, and relevant details and documents must be provided. For an extraordinary meeting summoned through publication, these details and documents must be available for distribution to members who request them at the place fixed by the person summoning the meeting.

Section 96 In a general meeting, members present who make up at least one-half of the total number of members shall constitute a quorum, unless different provisions for a quorum are specified in the regulations of the association. If the quorum is not met, the general meeting, if summoned upon the requisition of members, shall be dissolved. However, if the general meeting was not summoned upon a requisition, another general meeting must be summoned by the Committee within fourteen days of the first meeting, and no quorum is required for the subsequent meeting.

Section 97 Decisions at the meeting shall be made by a majority of votes, except where a specific majority is required by the regulations of the association. Each member has one vote. In the event of a tie, the chairman of the meeting shall have an additional casting vote.

Section 98 A member may vote by proxy unless otherwise provided in the regulations of the association.

Section 99 A director or member of an association with a conflict of interest in a resolution cannot vote on that resolution.

Section 100 If a general meeting is convened or held, or a resolution passed in violation of the regulations of the association or the provisions of this Title, any member or the Public Prosecutor may apply to the Court for the cancellation of the resolution, provided that the application is made within one month after the date of the resolution.

Section 101 An association is dissolved in the following cases:

1. In cases provided for in its regulations.
2. If formed for a definite period, by the expiration of that period.
3. If formed for a specific undertaking, by the termination of that undertaking.
4. By a resolution to dissolve passed at a general meeting.
5. By the association becoming bankrupt.
6. By having its name struck off the register by the Registrar under Section 102.
7. By an order of the Court under Section 104.

Section 102 The Registrar has the power to order the name of an association struck off the register in the following cases:

1. If, after registration, it appears that the object of the association is contrary to the law or public morals, or likely to endanger public peace or national security, and the association fails to comply with an order for alteration of the object.
2. If the association conducts activities contrary to the law or public morals, or is likely to endanger public peace or national security.
3. If the association has ceased business for more than two consecutive years.
4. If the association allows non-members to conduct the business of the association.
5. If the number of members has been less than ten for more than two consecutive years.

 Section 103 After the name of an association has been struck off the register by the Registrar under Section 102, the Registrar shall send a notice of the order and its reasons to the association without delay and publish the dissolution in the Government Gazette. Any director or member of the association, with at least three persons, may appeal against the Registrar’s order to the Minister of the Interior. The appeal must be in writing and sent to the Registrar within thirty days of being informed of the order, and the provisions of Section 82, paragraph five, shall apply mutatis mutandis.

Section 104 When a case under Section 102 occurs, an interested person may request the Registrar to have the name of the association struck off the register. If the Registrar fails to comply with the request or does not provide satisfactory reasons, the person may apply to the Court for the dissolution of the association.

Section 105 When an association is to be dissolved under Section 101 (1), (2), (3), or (4), the Committee in office at the time of dissolution must inform the Registrar of the dissolution within fourteen days from the date of dissolution. If the association is declared bankrupt under Section 101 (5) or dissolved by a final order under Section 104, the Court shall notify the Registrar of the judgment or order, and the Registrar shall publish the dissolution in the Government Gazette.

Section 106 Upon the dissolution of an association, its liquidation shall be carried out, and the provisions in Book III, Title 22 on the Liquidation of Registered Partnerships, Limited Partnerships, and Limited Companies shall apply to the liquidation of the association mutatis mutandis.

Section 107 After liquidation, any remaining assets cannot be distributed among the members of the association. They shall be transferred to another association or foundation, or any juristic person whose object is charitable, as designated in the regulations or by resolution of the association in a general meeting. If no transferee is designated or if the designated transferee cannot comply, the remaining assets shall belong to the State.

Section 108 Any person may, on application to the Registrar, inspect the documents related to an association kept by the Registrar or request certified copies of these documents. The Registrar shall comply after payment of the prescribed fee.

Section 109 The Minister of the Interior shall oversee the execution of the provisions of this Part and have the power to appoint the Registrar and issue Ministerial Regulations on:

1. The application for registration and the registration process.
2. Fees for registration, inspection of documents, and copying documents, as well as any fees for activities performed by the Registrar, including fee exemptions.
3. The conduct of business of the association and its register.
4. Any other matters necessary for implementing the provisions of this Title.

These Ministerial Regulations shall become effective upon publication in the Government Gazette.

PART III

Foundation

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Section 110 A foundation consists of property specially appropriated for public charity, religious, artistic, scientific, educational, or other purposes for the public benefit and not for sharing profits. It must be registered under the provisions of this Code. The property of a foundation must be managed to implement the objects of the foundation and not to seek personal interests for any individual.

Section 111 A foundation must have its own regulations and a Committee consisting of at least three persons to conduct the foundation’s business in accordance with the law and the foundation’s regulations.

Section 112 The regulations of a foundation must include at least the following particulars:

1. The name of the foundation.
2. Its objects.
3. The addresses of its principal office and all its branch offices.
4. Its property at the time of creation.
5. Rules for the Committee of the foundation, including the number of directors, their appointment, term of office, retirement, and meetings of the Committee.
6. Rules for the management of the foundation, including the management of its property and keeping of accounts.

Section 113 The name of the foundation must include the word “foundation.”

 Section 114 The application for the registration of a foundation must be filed in writing with the Registrar of the area where the foundation’s principal office is located. The application must specify the owner of the property, a list of the property appropriated for the foundation, and the names, addresses, and occupations of all the proposed directors, as well as the regulations of the foundation.

Section 115 When the application for registration and the regulations are received by the Registrar, and if the application and regulations comply with Section 114 and Section 112, respectively, and the objects of the foundation are not contrary to the law or good morals, or likely to endanger public order or national security, and all particulars contained in the application and regulations are consistent with the objects of the foundation, and the proposed directors are suitable for implementing the foundation’s objects, the Registrar shall register the foundation and issue a certificate of registration. The registration shall be published in the Government Gazette.

If the application or the regulations do not comply with Section 114 or Section 112, or if the particulars do not align with the objects of the foundation, or the proposed directors are not suitable, the Registrar shall instruct the applicant to make the necessary corrections or alterations. After these have been made, the Registrar shall proceed with registration and issue the certificate. If the Registrar deems that registration cannot be granted due to the foundation’s objects being contrary to the law or good morals, or likely to endanger public order or national security, or if the applicant fails to make corrections within thirty days of the Registrar’s instructions, the Registrar shall refuse registration and inform the applicant of the reasons.

The applicant may appeal the refusal in writing to the Minister of the Interior through the Registrar within thirty days of receiving the refusal.

The Minister of the Interior shall decide on the appeal and inform the appellant of the decision within thirty days from the date the appeal is received. The decision of the Minister of the Interior is final.

 Section 116 Before registration, the applicant for a foundation may withdraw the application by submitting a written notice to the Registrar.

This right does not extend to the heirs. If there are multiple applicants and one withdraws, the application is deemed extinguished.

Section 117 If the applicant for creating the foundation dies before registration, and the deceased did not revoke the application in their will, the application shall remain effective and be proceeded with by the heirs, administrator, or a person entrusted by the deceased. If no action is taken within 120 days from the death, any interested person or the public prosecutor may continue the process.

If the foundation cannot be created according to the deceased’s instructions, or if no testamentary disposition is provided, Section 1679, paragraph two, shall apply mutatis mutandis. If this process cannot be completed or the foundation cannot be created under Section 115, the appropriated property shall become part of the deceased’s estate.

Section 118 If there is a testamentary disposition to create a foundation under Section 1676, the person charged with this duty must follow the procedures under Section 114 and this Section. If they fail to apply for registration within 120 days of being aware of the testamentary disposition, any interested person or the public prosecutor may apply for registration. If modifications are needed, any interested person or the public prosecutor may reapply. If there is a protest regarding the will’s foundation provisions, the protestor must request the court’s intervention within sixty days from being notified by the Registrar. The Registrar will not proceed with the registration until the court’s decision. If no protest is made within the time limit, the Registrar shall continue the registration process.

Section 119 If the will does not include the particulars specified in Section 112 (1), (3), (5), or (6), the applicant under Section 118 may stipulate these particulars. If there is a protest, the Registrar shall issue an order and notify both the applicant and the protestor. The protestor may then seek a court decision within sixty days of receiving the notification. The Registrar will not proceed with registration until the court’s judgment. If no protest is filed within the time limit, the Registrar shall proceed with registration according to the court’s order.

Section 120 If there are conflicting applications for registration of the foundation under the same will, the Registrar shall summon the applicants to reach an agreement. If they do not agree within a fixed period, the Registrar will make a decision, and Section 119 shall apply mutatis mutandis.

Section 121 After the foundation is registered, if the applicant is still alive, the property appropriated for the foundation shall vest in the foundation from the date of registration. If the applicant dies before registration, the property shall vest in the foundation from the date of the applicant’s death, following registration.

Section 122 A registered foundation is a juristic person.

Section 123 A foundation is represented in its relations with third parties by its Committee.

Section 124 All activities performed by the Committee of the foundation are valid even if there are later discovered faults concerning the appointment or qualification of directors.

Section 125 Appointments of new directors or alterations must be made according to the foundation’s regulations and registered within thirty days of the change. If the Registrar deems any director unsuitable, the registration may be refused. In the case of refusal, the Registrar shall notify the foundation of the reasons within sixty days, and Sections 115 (4) and (5) shall apply mutatis mutandis. If there are no remaining directors or if the remaining directors cannot perform their functions, the vacating director shall continue to perform the functions until a new director is registered.

Section 126 The Committee of the foundation has the power to amend the regulations. If the regulations specify how amendments should be made, they must follow those procedures and submit the amendments for registration within thirty days. Section 115 shall apply mutatis mutandis.

Section 127 Amendments to particulars under Section 112 (2) may only be made for the following purposes:

1. To make the implementation of the foundation’s objects possible; or
2. To adapt to changes in circumstances that make the original objects less beneficial or impracticable, provided that the amended objects are close to the original objects.

Section 128 The Registrar has the power to inspect, control, and supervise the foundation’s activities to ensure compliance with the law and regulations. The Registrar or any competent officials authorized in writing can:

1. Issue written orders to directors, officers, employees, or agents to provide explanations and documents, or summon them for inquiries.
2. Enter the foundation’s office during daylight hours to inspect the foundation’s business.

Section 129 A director who causes harm to the foundation through wrongful conduct or illegal activities may be dismissed by the court upon the application of the Registrar, public prosecutor, or any interested person. If the Committee fails to perform its functions without reasonable cause, the court may dismiss the Committee and appoint a replacement. The Registrar shall register the new director appointed by the court.

Section 130 A foundation is dissolved:

1. Upon a cause specified in the regulations.
2. Upon the expiration of a definite period for which it was established.
3. When the objects of the foundation have been fulfilled or have become impossible.
4. If the foundation becomes bankrupt.
5. By a court order under Section 131.

Section 131 The court may order a foundation to be dissolved upon the application of the Registrar, public prosecutor, or any interested person in the following cases:

1. The objects of the foundation are contrary to the law.
2. The foundation’s activities are illegal, immoral, or endanger public peace or national security.
3. The foundation cannot continue its activities or has ceased operations for more than two years.

Section 132 When dissolution occurs under Section 130 (1), (2), or (3), the Committee must notify the Registrar within forty days from the date of dissolution. If the court issues a final judgment or order under Section 130 (4) or Section 131, the court shall also notify the Registrar, and the Registrar shall publish the dissolution in the Government Gazette.

Section 133 Upon dissolution, the foundation’s liquidation must be carried out, and the provisions in Book III, Title 22 on the liquidation of registered partnerships, limited partnerships, and limited companies shall apply mutatis mutandis. The liquidator must submit a liquidation report to the Registrar for approval.

Section 134 After liquidation, any remaining assets must be transferred to a foundation or juristic person whose objects are the same as or similar to the original foundation’s objects. If no such foundation or juristic person exists, the remaining assets will be handed over to the State.

 Section 135 On application to the registrar, any person may access the documents relating to a foundation kept by the registrar or request certified copies of those documents. The registrar shall comply with the request after the payment of the fee prescribed by the Ministerial Regulations.

Section 136 The Minister of Interior shall be responsible for the execution of the provisions of this Part and shall have the power to:

1. Appoint the registrar.
2. Issue Ministerial Regulations regarding:

• The application for registration and the process of registration.
• Fees for registration, inspection of documents, copying of documents, and any activities concerning the foundation performed by the registrar, including the exemption of such fees.
• Forms for the identity cards of the registrar and competent officials.
• The conduct of the foundation’s business and its register.
• Any other matters necessary for the implementation of the provisions of this Title.

Such Ministerial Regulations shall become effective upon their publication in the Government Gazette.

 

TITLE III

THINGS

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Section 137 Things are corporeal objects.

Section 138 Property includes both corporeal things and incorporeal objects, which are capable of having value and being appropriated.

Section 139 Immovable property refers to land and things that are permanently fixed to land or form a part of it. It includes real rights associated with the land or things fixed to or forming a part of the land.

Section 140 Movable property refers to things other than immovable property. It includes rights associated with such things.

Section 141 Divisible things are those that can be separated into real and distinct portions, each of which forms a complete whole.

Section 142 Indivisible things are those that cannot be separated without altering their substance, as well as those considered indivisible by law.

Section 143 Things outside of commerce are those that cannot be appropriated and are legally inalienable.

Section 144 A component part of a thing is something that, by its nature or local custom, is essential to the existence of the thing and cannot be separated without destroying, damaging, or altering its form or nature. The owner of a thing has ownership of all its component parts.

 Section 145 Trees planted for an unlimited period are deemed to be component parts of the land on which they stand. Trees that grow for a limited period and crops that may be harvested one or more times a year are not considered component parts of the land.

Section 146 Things temporarily fixed to land or a building do not become component parts of the land or building. The same rule applies to a building or other structure that has been fixed to another person’s land by the person exercising a right over that land.

Section 147 Accessories are movable things that are, by usual local conception or the clear intention of the owner of the principal thing, permanently attached to the principal thing for its management, use, or preservation. Even if an accessory is temporarily detached from the principal thing, it does not cease to be an accessory. Unless otherwise specified, the accessory follows the principal thing.

Section 148 The fruit of a thing includes both natural fruit and legal fruit.

• Natural fruit refers to the natural offspring of the thing and is obtained from its normal possession or use, and it can be acquired at the time it is separated from the thing.
• Legal fruit refers to the benefits obtained periodically by the owner from another person for the use of the thing. It is calculated and may be acquired daily or according to a fixed period.

 

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