Book1 Division07 Title22 Chapter04 Part06

DRAFT: CIVIL AND COMMERCIAL CODE FOR KINGDOM OF SIAM.

• The today existing (probably) only copy of its publication is in possession of the main library of Bangkok University. The detailed information and images of the original sources are available on the Centennial Website.
• The detailed information about the genealogical relations between the Draft 1919, Codes of 1923, Codes of 1925, and Code of 1992 is available at the "French Advisers' Heritage".

BOOK ON OBLIGATIONS.

DIVISION VII. SPECIFIC CONTRACTS.

TITLE XXII. Partnerships and Companies.

Section 1355.

• A registered company can by special resolution increase its capital by issuing new shares.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1220

Section 1356.

• No new shares of a registered company can be allotted as fully or partly paid up otherwise than in money, except in execution of a special resolution.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1221

Section 1357.

• [I] Unless decided otherwise by a general meeting, all new shares must be offered to the shareholders in proportion to the shares held by them.
• [II] 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 to be declined.
• [III] After such date or on the receipt of an intimation from the shareholder that he declines to accept the shares offered, the director may offer such shares for subscription to third persons.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1222

Section 1358.

• Every prospectus, notice, advertisement or other invitation to third persons to subscribe for new shares must be dated and signed by the directors and registered before its publication.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1223(I)

Section 1359.

• Every such prospectus, notice, advertisement or invitation must contain the following particulars:
• (1) The names, occupations and addressess of the directors and auditors.
• (2) The contents of the memorandum of association.
• (3) The registered capital of the company, distinguishing ordinary shares and preference shares, and shares paid up otherwise than in money.
• (4) The total amount paid up in money on the capital.
• (5) A summary of the last balance-sheet showing the assets and liabilities of the company.
• (6) The number and amount of the new shares, and the object for which they are issued.
• (7) The amount payable on application on each share; such amount cannot be less than fifteen per cent of the nominal amount of the shares.
• (8) If the whole or part of the new shares are preference shares, the preferential rights accruing to such shares.
• (9) The number and amount, if any, of new shares to be allotted as fully or partly paid up otherwise than in money, the extent to which they shall be considered as paid up and a description of the services or property in return for which such shares are proposed to be allotted.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1223(II)

Section 1360.

• A limited company can, by special resolution, reduce its capital either by lowering the amount of each share or by reducing the number of shares.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1224

Section 1361.

• The capital of the company cannot be reduced to less than one fourth of its total amount.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1225

Section 1362.

• When a company proposes to reduce its capital, it must publish seven times in a local paper and send to all creditors known to the company a notice of the particulars of the proposed reduction, requiring the creditors to present within three months from the date of such notice any objection they may have to such reduction.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1226(I)

Section 1363.

• [I] If no objection is raised within the period of three months, none is deemed to exist.
• [II] If objection is raised, the company cannot proceed with the reduction of its capital unless it has satisfied the claim or given security for it.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1126(II)(III)

Section 1364.

• If a creditor has, in consequence of his ignorance of the proposed reduction of capital, failed to give notice of his objection thereto, and such ignorance was in no way due to his fault, those shareholders of the company to whom has been refunded or remitted a portion of their shares remain, for a period of two years from the date of registration of such reduction, personally liable to such creditor to the extent of the amount refunded or remitted.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1227

Section 1365.

• The special resolution by which any increase or reduction of capital has been authorised must be registered within fourteen days after its date by the care of the company.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1228