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ResourcesThai Civil and Commercial CodeBook3Title XXII Chapter IV Limited Companies Part I Nature and Formation

Title XXII Chapter IV Limited Companies Part I Nature and Formation

Page: 146

Section: 1101 - 1107

 Section 1101.- 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.

The unlimited liability of a director terminates at the expiration of two years after the date of which he ceased to hold office.

 

Section 1102.- No invitation to subscribe for shares shall be made to the public.

 

Section 1103.- (Repealed)

 

Section 1104.- The whole number of shares with which the company proposes to be registered must be subscribed or allotted before registration of the company.

 

Section 1105.- Shares may not be issued at a lower price than their nominal amount.

The issue of shares at a higher price than their nominal amount is permissible, if sanctioned by the memorandum. In such case the excess amount must be paid together with the first payment.

The first payment on the shares must not be less than twenty-five per cent of their nominal amount.

 

Section 1106.- A person by subscribing for shares binds himself, on condition that the company be formed, to pay to the company the amount such shares in conformity with the prospectus and regulations.

 

Section 1107.- When all the shares to be paid in money have been subscribed, the promoters must without delay hold a general meeting of subscribers which shall be called the statutory meeting.

The promoters shall, at least seven days before the day on which the meeting is to be held, forward to every subscriber a statutory report, duly certified by them, containing all particulars of the business to be transacted at the statutory meeting under the following Section.

The promoters shall cause a copy of the statutory report, certified as by this Section required, to be filed with the Registrar of companies forthwith after the sending thereof to the subscribers.

The promoters shall also cause a list showing the names, descriptions and addresses of the subscribers, and the number of shares subscribed by them respectively, to be produced at the meeting.

The provisions of Section 1176, 1187, 1188, 1189, 1191, 1192 and 1195 shall be applied mutatis mutandis to statutory meeting.