Book1 Division07 Title22 Chapter05

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 1383.

• [I] The liquidation of a bankrupt registered partnership or 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.
• [II] Regulations for the liquidation of partnerships and companies may be issued by the Minister of Justice.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1247

Section 1384.

• When a general meeting is prescribed in this Chapter, this 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 1304.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1248

Section 1385.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1249

Section 1386.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1250

Section 1387.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1251

Section 1388.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1252

Section 1389.

• Within fourteen days after the date of dissolution (or, in case of liquidators appointed by the Court, after the date of appointment), the liquidators must:
• (1) Notify the public by two successive advertisements 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.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1253

Section 1390.

• 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.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1254

Section 1391.

• The liquidators must, as soon as possible, make a balance-sheet and have it examined and certified by the auditors, and must summon a general meeting.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1255

Section 1392.

• [I] The business of the general meeting is:
• (1) To confirm the directors as liquidators, or to appoint other liquidators in their stead, and
• (2) To examine the balance-sheet.
• [II] 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.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1256

Section 1393.

• 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 either 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.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1257

Section 1394.

• Any change amongst the liquidators must be registered, within fourteen days after the date of change, by the liquidators.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1258

Section 1395.

• 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 movable and immovable property of the partnership or company.
• (4) To do all other acts as may be necessary for a beneficial settlement of the liquidation.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1259

Section 1396.

• No limitation of the power of the liquidators is valid as against third persons.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1260

Section 1397.

• 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 except if done by them jointly.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1261

Section 1398.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1262

Section 1399.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1263

Section 1400.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1264

Section 1401.

• The liquidators can require the partners or shareholders to pay such part of their contributions or shares as may be still unpaid.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1265

Section 1402.

• Such part must be paid at once, even if it was previously agreed by the contract of partnership or the regulations of the company that it would be called for at a later period.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1265

Section 1403.

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

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1266

Section 1404.

• The liquidators must deposit every three months at the Registration Office a report of their dealings, showing the situation of the accounts of the liquidation. Such report shall be open gratuitously for inspection to the partners, shareholders, or creditors.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1267

Section 1405.

• If the liquidation continues for more than one year, the liquidators 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 dealings and a detailed account of the situation.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1268

Section 1406.

• 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.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1269

Section 1407.

• [I] As soon as the affairs of the partnership or company are fully liquidated, the liquidators must call a general meeting before which they must lay an account showing the manner in which the liquidation has been conducted.
• [II] After the account is approved, the proceedings of the meeting must be registered, within fourteen days from its date, by the liquidators.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1270

Section 1408.

• [I] The books, accounts and documents of the liquidated partnership or company shall be deposited at the same time with the Registrar who shall keep them during ten years after the end of the liquidation.
• [II] All interested persons shall be allowed to consult them there gratuitously.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1271

Section 1409.

• The obligations incurred by:
• (1) The partnership or company,
• (2) The partners or shareholders as such,
• (3) The liquidators as such,
• are extinguished by prescription two years after the registration of the end of the liquidation.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1272

Section 1410.

• The provisions of Sections 1305 to 1327, 1330 and 1342 apply to general meetings held during liquidation, mutatis mutandis.

《Genealogies》

1. Draft of April 1924: -
2. Code of January 1925: 1273