View source for Book1 Division07 Title22 Chapter04 Part01

= DRAFT: CIVIL AND COMMERCIAL CODE FOR KINGDOM OF SIAM. =

* The today existing (probably) only copy of its publication is in possession of [https://librarykoha.bu.ac.th/cgi-bin/koha/opac-main.pl '''the main library of Bangkok University''']. The detailed information and images of the original sources are available on [https://openlegaltextbook.ddns.net/Centennial/ 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 [https://openlegaltextbook.ddns.net/Resources/01_French-Heritage_20190720.pdf "French Advisers' Heritage"]. 

== BOOK ON OBLIGATIONS. ==

=== '''DIVISION VII. SPECIFIC CONTRACTS.''' ===

==== TITLE XXII. Partnerships and Companies. ====

===== Chapter IV. Limited Companies. =====

====== Part I. Nature and formation of limited companies. ======

====== '''Section 1216.''' ======
* A limited company is that kind of company which is formed with a capital divided into equal shares, the liability of the shareholders being limited to the amount, if any, unpaid on the shares respectively held by them.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1096 1096]'''''

====== '''Section 1217.''' ======
* Any seven or more persons may, by subscribing their names to a memorandum and otherwise complying with the provisions of this Code, promote and form a limited company.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1097 1097]'''''

====== '''Section 1218.''' ======
* The memorandum must contain:
* (1) The name of the proposed company, which must always end with the word "limited".
* (2) The part of the Kingdom in which the registered office of the company shall be situated.
* (3) The object of the company.
* (4) A declaration that the liability shareholders shall be limited.
* (5) The amount of capital with which the company proposes to be registered.
* (6) The number and amount of shares.
* (7) The names, addresses, occupations, and signatures of the promoters, and the number of shares subscribed by each of them.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1098 1098]'''''

====== '''Section 1219.''' ======
* [I] The liability of the directors of a limited company may be unlimited. In such case, a statement to that effect must be inserted in the memorandum.
* [II] The unlimited liability of a director terminates at the expiration of two years after the date at which he ceased to hold office.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1101 1101]'''''

====== '''Section 1220.''' ======
* No promoter may subscribe less than one share.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1100 1100]'''''

====== '''Section 1221.''' ======
* The memorandum must be made in two original copies at least and signed by the promoters, and the signatures shall be certified by two witnesses at least.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1099 1099(I)]'''''

====== '''Section 1222.''' ======
* [I] One of the copies of the memorandum must be deposited and registered at the Registration Office of that part of the Kingdom in which the registered office of the company is declared to be situated.
* [II] A certificate of registration shall be delivered to the promoters.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1099 1099(II)]'''''

====== '''Section 1223.''' ======
* No invitation to subscribe for shares may be published before registration of the memorandum.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1102 1102]'''''

====== '''Section 1224.''' ======
* A copy of every prospectus, notice, advertisement or other invitation to subscribe for shares must be dated and signed by the promoters of the company, and registered before its publication.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1103 1103(I)]'''''

====== '''Section 1225.''' ======
* Every such prospectus, notice, advertisement or invitation must state:
* (1) The contents of the memorandum.
* (2) The amount payable in money on each share before the registration of the company.
* (3) The number and amount of preference shares, if any, the nature and extent of the preferential rights accruing to such shares, and the reason why they are proposed to be issued.
* (4) The number and amount, if any, of ordinary shares or preference 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.
* (5) The amount or estimated amount of preliminary expenses.
* (6) The amount, if any, intended to be paid to any promoter, and the reasons for such payment.
* (7) Full particulars of the nature and extent of any material contracts entered into by the promoters whether in their own names or in the name of the company in connection with the promotion, the management or the future business of the company.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1103 1103(II)]'''''

====== '''Section 1226.''' ======
* The whole number of shares with which the company proposes to be registered must be subscribed or allotted before registration of the company.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1104 1104]'''''

====== '''Section 1227.''' ======
* The amount payable on each share before the registration of the company cannot be less than fifteen per cent of the nominal amount of the share.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: [https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1105 1105]

====== '''Section 1228.''' ======
* A person by subscribing for shares binds himself, on condition that the company be formed, to pay to the company the amount of such shares in conformity with the prospectus and regulations.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1106 1106]'''''

====== '''Section 1229.''' ======
* When all the shares to be paid in money have been subscribed, the promoters must hold a general meeting of the subscribers which shall be called the statutory meeting.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1107 1107(I)]'''''

====== '''Section 1230.''' ======
* The business to be transacted at the statutory meeting is:
* (1) The adoption of the regulations of the company, if any.
* (2) The ratification of any contracts entered into and any expenses incurred by the promoters in promoting the company.
* (3) The fixing of the amount, if any, to be paid to the promoters.
* (4) The fixing of the number of preference shares. if any are to be issued, and the nature and extent of the preferential rights accruing to them.
* (5) The fixing of the number of ordinary shares or preference shares to be allotted as fully or partly paid up otherwise than in money, if any, and the amount up to which they shall be considered as paid up.
* The description of the services or property in return for which such ordinary shares or preference shares shall be allotted as paid up otherwise than in money shall be expressly laid down before the meeting.
* (6) The appointment of the first directors and auditors and the fixing of their respective powers.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1108 1108]'''''

====== '''Section 1231.''' ======
* [I] A promoter or subscriber cannot take part in the vote if he has in the question some interest contradictory to the interest of other promoters or subscribers.
* [II] No resolutions of the statutory meeting are valid unless passed by a majority including at least one half of the total number of the subscribers entitled to vote, and representing at least one half of the total number of their shares.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1109 1109]'''''

====== '''Section 1232.''' ======
* [I] After the statutory meeting is held, the promoters shall hand over the business to the directors.
* [II] The directors shall thereupon cause the promoters and subscribers to forthwith pay upon each share payable in money such amount, not less than fifteen per cent. as provided by the prospectus, notice, advertisement or invitation.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1110 1110]'''''

====== '''Section 1233.''' ======
* [I] When the amount mentioned in section 1232 has been paid, the directors must apply for registration of the company.
* [II] Such application must be accompanied by the copy of the regulations, if any, and of the proceedings of the statutory meeting, both certified by the signature of at least one director.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1111 1111(I)(IV)]'''''

====== '''Section 1234.''' ======
* The directors must at the same time deposit at the Registration Office fifty printed copies of the memorandum and of the regulations, if any, of the company.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1111 1111(V)]'''''

====== '''Section 1235.''' ======
* [I] The application and the entry in the register must contain, in conformity with the decisions of statutory meeting, the following particulars:
* (1) The total number of shares subscribed or allotted distinguishing ordinary shares and preference shares
* (2) The number of ordinary shares or preference shares allotted as fully or partly paid up otherwise than in money, and in the latter case, the extent to which they are so paid up.
* (3) The amount already paid in money on each share.
* (4) The total amount of money received in respect of shares.
* (5) The names, occupations and addresses of the directors.
* (6) If the directors have power to act separately, their respective powers and the number or names of the directors whose signature is binding on the company.
* (7) The period, if any has been fixed, for which the company is formed.
* [II] The entry may contain any other particulars which the directors may deem expedient to make known to the public.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1111 1111(II)(III)]'''''

====== '''Section 1236.''' ======
* A certificate of registration shall be delivered to the company.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1111 1111(VI)]'''''

====== '''Section 1237.''' ======
* [I] If registration does not take place within three months after the statutory meeting, the company is not formed, and all the money received from the applicants must be repaid without deduction.
* [II] If any such money has not been so repaid within three months after the statutory meeting, the directors of the company are jointly liable to repay that money with interest from the expiration of the three months.
* [III] Provided that a director shall not be liable for repayment or interest if he proves that the loss of money or delay was not due to his fault.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1112 1112]'''''

====== '''Section 1238.''' ======
* Until registration, the promoters are jointly and unlimitedly liable for all obligations and disbursements sanctioned by the statutory meeting.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1113 1113]'''''

====== '''Section 1239.''' ======
* The promoters of the company remain jointly and unlimitedly liable for all obligations and disbursements not approved by the statutory meeting.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1113 1113]'''''

====== '''Section 1240.''' ======
* Upon the registration being made, the company is formed as a juristic person, distinct from the shareholders of whom it is composed, and subject to Siamese law and Siamese jurisdiction.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: -

====== '''Section 1241.''' ======
* After a company is registered, a subscriber of shares cannot enter a claim for cancellation by the Court of his subscription on the ground of mistake, duress or fraud.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1114 1114]'''''

====== '''Section 1242.''' ======
* [I] If the name inserted in a memorandum is identical with the name of an existing registered company or with the name inserted in a registered memorandum, or so nearly resembling the same as to be likely to deceive the public, any interested person can enter a claim for compensation against the promoters of the company and can ask for an order from the Court that the name be changed.
* [II] Upon such order being made, the new name must be registered in the place of the former name and the certificate of registration must be altered accordingly.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1115 1115]'''''

====== '''Section 1243.''' ======
* Any person is entitled to obtain from any company a copy of its memorandum and regulations, if any, on payment of a sum not exceeding one baht.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: '''''[https://openlegaltextbook.ddns.net/Codes/2467_th_zhgb/index.php/Sec_1116 1116]'''''

====== '''Section 1244.''' ======
* Railway, Insurance, Banking, or Land and Mortgage Companies cannot be formed unless incorporated by Royal Charter.

'''《Genealogies》'''
# Draft of April 1924: -
# Code of January 1925: -