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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: 147

Section: 1108 - 1111

Section 1108.- 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, 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 shall be expressly laid down before the meeting.

                  (6) The appointment of the first directors and auditors and the fixing of their respective powers.

 

Section 1109.- A promoter or a subscriber who has a special interest in a resolution cannot exercise the right of voting.

No resolutions of the statutory meeting are valid unless passed by a majority including at least one half of the total number of subscribers entitled to vote, and representing at least one half of the total number of shares of such subscribers.

 

Section 1110.- After the statutory meeting is held, the promoters shall hand over the business to the directors.

The directors shall thereupon cause the promoters and subscribers to pay forthwith upon each share payable in money such amount, not less than twenty-five per cent, as provided by the prospectus, notice, advertisement or invitation.

 

Section 1111.- When the amount mentioned in Section 1110 has been paid, the directors must apply for the registration of the company.

                  The application and entry in the register must contain, in conformity with the decisions of the 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 in 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 ;

                  (8) The address of the principal business office and of all branch offices ;

The entry may contain any other particulars which the directors may deem expedient to make known to the public.

The 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.

The directors must at the same time deposit with the Registration Office ten printed copies of the memorandum and of the regulations, if any, of the company.

A certificate of registration shall be delivered to the company.