Book1 Division07 Title22 Chapter03

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 1194.

• A limited partnership is that kind of partnership which is entered between:
• (1) One or more partners whose liability is limited to such amount as they may respectively undertake to contribute to the partnership, and
• (2) One or more partners who are jointly and unlimitedly liable for all the obligations of the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1077

Section 1195.

• A limited partnership must be registered.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1078(I)

Section 1196.

• [I] The entry in the register must contain the following particulars:
• (1) The firm name of the partnership.
• (2) A statement that the partnership is a limited partnership and the object of such partnership.
• (3) The address of the principal business office and of all branch offices.
• (4) The full names, trade names, addresses and occupations of the partners with limited liability, and the amount of their respective contributions to the partnership
• (5) The full names, trade names, addresses and occupations of the partners with unlimited liability.
• (6) The names of the managing partners.
• (7) The restrictions, if any, imposed upon the power of the managing partners to bind the partnership.
• [II] The entry may contain any other particulars which the parties may deem expedient to make known to the public.
• [III] The entry must be signed and sealed by every member of the partnership, and must also be sealed with the common seal of the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1078(II)(III)(IV)

Section 1197.

• A certificate of registration shall be delivered to the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1078(V)

Section 1198.

• Until registration a limited partnership is deemed an ordinary partnership in which all the partners are jointly and unlimitedly liable for all the obligations of the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1079

Section 1199.

• The provisions concerning ordinary partnerships apply to limited partnerships in so far as they are not excluded or modified by the provisions of this Chapter III.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1080(I)

Section 1200.

• If there are several partners with unlimited liability, the rules of the ordinary partnership apply to their relations to one another and to the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1080(II)

Section 1201.

• The firm name shall not contain any of the names of the partners with limited liability.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1081

Section 1202.

• [I] A partner with limited liability who expressly or impliedly consents to the use of his name in the firm name is liable to third persons in the same manner as if he was a partner with unlimited liability.
• [II] As between the partners themselves, the liability of such partner remains governed by the contract of partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1082

Section 1203.

• The contributions of the partners with limited liability must be in money or other properties.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1083

Section 1204.

• [I] No dividend or interest can be distributed to partners with limited liability except out of the profits made by the partnership.
• [II] If the capital of the partnership has been reduced by losses, no dividend or interest can be distributed to partners with limited liability until the said losses have been made good.
• [III] Provided that a partner with limited liability cannot be obliged to return the dividend or interest which he has received in good faith.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1084

Section 1205.

• If a partner with limited liability has, by letter, circular or otherwise, informed third persons that his contribution is greater than the registered amount, he becomes liable for such greater amount.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1085

Section 1206.

• [I] Agreements entered into between the partners for altering the nature or reducing the amount of the contribution of a partner with limited liability have no effect as regards third persons until registered.
• [II] When registered, they have effect only as to obligations incurred by the partnership after their registration.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1086

Section 1207.

• A limited partnership must be managed only by the partners with unlimited liability.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1087

Section 1208.

• [I] If a partner with limited liability interferes with the management of the partnership, he becomes jointly and unlimitedly liable for all the obligations of the partnership.
• [II] Opinions and advice, votes given for the appointment or dismissal of managers in cases provided by the contract of partnership, are not considered as interference with the management of the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1088

Section 1209.

• A partner with limited liability may be appointed a liquidator of the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1089

Section 1210.

• Partners with limited liability may carry on any business, either on their own account or on the account of third persons, even if such business is of the same nature as that of the partnership.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1090

Section 1211.

• Partners with limited liability may transfer their shares without the consent of the other partners.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1091

Section 1212.

• Unless otherwise provided by the contract, a limited partnership is not dissolved by the death of one of the partners with limited liability or by his becoming bankrupt or incapacitated.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1092

Section 1213.

• If a partner with limited liability dies, his heirs become partners in his place, unless otherwise provided by the contract.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1093

Section 1214.

• If a partner with limited liability becomes bankrupt, his share in the partnership must be sold as an asset of the bankruptcy.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1094

Section 1215.

• [I] The creditors of a limited partnership have no action against the partner with limited liability as long as the partnership is not dissolved.
• [II] After the dissolution of the partnership, they can enter actions against every partner with limited liability up to the following amounts:
• (1) The part of the contribution of such partner which has not been delivered to the partnership.
• (2) Such part of the contribution as the partner may have withdrawn from the assets of the partnership.
• (3) Dividends and interest which the partner may have received in bad faith and contrary to the provisions of Section 1204.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1095