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ResourcesThai Civil and Commercial CodeBook3Title XXII Chapter IV Limited Companies Part II Shares and Shareholders

Title XXII Chapter IV Limited Companies Part II Shares and Shareholders

Page: 148

Section: 1112 - 1119

Section 1112.- If the registration does not take place within three months after the statutory meeting, the company is not formed, and all the money received from the applicants must be repaid without deduction.

If any such money has not been so repaid within three months after the statutory meeting, the directors of the company are jointly liable to repay that money with interest from the expiration of the three months.

Provided that a director shall not be liable for repayment or interest if he proves that the loss of money or delay was not due to his fault.

 

Section 1113.- The promoters of the company are jointly and unlimitedly  liable for all obligations and disbursements not approved by the statutory meeting ; even if approved they remain so liable until the registration of the company.

 

Section 1114.- After a company is registered, a subscriber of shares cannot enter a claim for cancellation by the Court of his subscription on the ground of mistake, duress or fraud.

 

Section 1115.- If the name inserted in a memorandum is identical with the name of an existing registered company or with the name inserted in a registered memorandum, or so nearly resembling the same as to be likely to deceive the public, any interested person can enter a claim for compensation against the promoters of the company and can ask for an order from the Court that the name be changed.

Upon such order being made, the new name must be registered in the place of the former name and the certificate of registration must be altered accordingly.

 

Section 1116.- Any interested person is entitled to obtain from any company a copy of its memorandum and regulations, for which a sum not exceeding ten baht per copy may be charged by the company.

 

PART II

SHARES AND SHAREHOLDERS

 

Section 1117.- The amount of a share may not be less than five baht.

 

Section 1118.- Shares shall not be indivisible.

If a share is held by two or more persons in common, they must appoint one of them to exercise their rights as shareholders.

Persons holding a share in common are jointly liable to the company for the payment of the amount of the share.

 

Section 1119.- The whole amount of every share must be paid in money, except shares allotted under Section 1108 sub-section (5), or under Section 1221.

A shareholder cannot avail himself of a set-off against the company as to payments on shares.