Book1 Division07 Title22 Chapter04 Part02
From Thai Codification Draft of 1919
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.
Chapter IV. Limited Companies.
Section 1245.
- The amount of a share may not be less than ten baht.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1117
Section 1246.
- Shares of more than ten baht may be divided into shares of not less than ten baht.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1118
Section 1247.
- The whole amount of every share must be paid in money, except shares allotted under Section 1230 subsection 5, or under Section 1356.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1119
Section 1248.
- Unless otherwise decided by a general meeting, the directors may make calls upon the shareholders in respect of all moneys unpaid on their shares.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1120
Section 1249.
- Twenty-one days notice at least must be given by registered letter of each call and each shareholder must pay the amount of such call to the persons and at the time and place fixed by the directors.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1121
Section 1250.
- If the call payable in respect of any share has not been paid on the day fixed for payment thereof the holder of such share is bound to pay interest from the day fixed for payment to the time of the actual payment.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1122
Section 1251.
- If a shareholder fails to pay a call on the day fixed for payment thereof, the directors may give him notice by registered letter to pay such call with interest.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1123(I)
Section 1252.
- The notice must fix a reasonable time within which such call and interest must be paid. It must also fix the place where payment must be made. The notice may also state that in the case of non-payment the share in respect of which such call was made may be forfeited by the company.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1123(II)
Section 1253.
- If a statement as to forfeiture has been m in the notice the directors may, as long as the call and interest remain unpaid, declare the shares to be forfeited.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1124
Section 1254.
- Shares forfeited must be sold at once by public auction. The proceeds must be applied to the payment of the call and interest due. The surplus if any, must be returned to the shareholder.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1125
Section 1255.
- The title of the purchaser of a forfeited share is not affected by any irregularity in the proceedings of such forfeiture and sale.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1126
Section 1256.
- A certificate or certificates shall be delivered to each shareholder for the shares held by him.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1127(I)
Section 1257.
- The delivery of a certificate may be subject to the payment of such fee, not exceeding fifty satang, as the directors may decide.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1127(II)
Section 1258.
- [I] Every certificate of shares shall be signed by one of the directors at least, and shall bear the seal of the company.
- [II] It must contain the following particulars:
- (1) The name of the company.
- (2) The numbers of the shares to which it applies.
- (3) The amount of each share.
- (4) In case the shares are not fully paid up, the amount paid on each share.
- (5) The name of the shareholder or a mention that the certificate is to bearer.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1128
Section 1259.
- [I] A transfer of shares entered in a name certificate is void unless made in writing.
- [II] Such transfer is invalid as against the company and persons until the fact of transfer and the name and address of the transferee are entered in the register of shareholders.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1129(I)(II)
Section 1260.
- The instrument of transfer of shares must be signed by the transferor and the transferee whose signatures shall be certified by one witness at least. The instrument must state the numbers of the shares to which it refers.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1129(I)
Section 1261.
- The company can decline to register a transfer of shares on which a call is due.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1130
Section 1262.
- The transfer book may be closed during the fourteen days immediately preceding the ordinary general meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1131
Section 1263.
- If by some event such as the death, bankruptcy or marriage of any shareholder, another person becomes entitled to a share, the company shall, on surrender of the share certificate, when possible, and proper evidence being produced, register such other person as a shareholder.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1132
Section 1264.
- The transferor of a share not fully paid up continues to be liable for the full amount unpaid thereon, provided that:
- (1) No transferor be liable in respect of any obligation of the company incurred after the transfer.
- (2) No transferor be liable to contribute unless it appears to the Court that the existing shareholders are unable to satisfy the contributions required to be made by them.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1133(I)
Section 1265.
- The liability of the transferor is extinguished by prescription two years after the transfer.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1133(II)
Section 1266.
- Certificates to bearer may be issued only if authorised by the regulations of the company and for shares which are fully paid up.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1134
Section 1267.
- Shares entered in a certificate to bearer are transferred by the mere delivery of the certificate.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1135
Section 1268.
- The. holder of a certificate to bearer is entitled to receive a name-certificate on surrendering the certificate to bearer for cancellation.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1136
Section 1269.
- If it is prescribed by the regulations of the company that a director must hold a certain number of shares of the company as a qualification for such office, such shares must be shares entered in a name-certificate.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1137
Section 1270.
- Every registered company must keep a register of shareholders containing the following particulars:
- (1) The names, addresses and occupations of the holders of name-certificates, the numbers and dates of the certificates held by each of them, the respective number of the shares entered in each certificate and the amount paid on each share.
- (2) The numbers and dates of certificates issued to bearer, and the respective numbers of the shares entered in each such certificate.
- (3) The date of cancellation of any name-certificate or certificate to bearer.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1138
Section 1271.
- [I] The register of shareholders commencing from the date of the registration of the company shall be kept at the registered office of the company.
- [II] It shall be gratuitously open to inspection by the shareholders during the business hours, subject to such reasonable restriction as the directors may impose, but not less than two hours a day.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1139(I)(II)
Section 1272.
- Any shareholder is entitled to require a copy of such register or of any part thereof to be delivered to him on payment of fifty satang for every hundred words required to be copied.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1140
Section 1273.
- The register of shareholders is presumed to be correct evidence of any matters directed or authorised by law to be inserted therein.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1141
Section 1274.
- A registered company may not own its own shares or take them in pledge.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1143
