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ResourcesThai Civil and Commercial CodeBook3Title XXII Chapter IV Limited Companies Part III Management of Limited Companies 2. Directors

Title XXII Chapter IV Limited Companies Part III Management of Limited Companies 2. Directors

Page: 153

Section: 1156 - 1167

Section 1156.- If a general meeting removes a director before the expiration of his period of office, and appoints another person in his stead, the person so appointed shall retain his office during such time only as the removed director was entitled to retain the same.

 

Section 1157.- When there are directors changed, the company shall have the registration of the change within fourteen days from the date of such a change.

 

 Section 1158.- Unless otherwise provided by the regulations of the company, the directors have the powers described in the six following Sections.

 

Section 1159.- The subsisting directors may act notwithstanding any vacancy among them but, if and so long as their number is reduced below the number necessary to form a quorum, the subsisting directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company but for no other purpose.

 

Section 1160.- The directors may fix the quorum necessary for the transaction of business at their meetings and unless so fixed the quorum shall (when the number of directors exceeds three) be three.

 

Section 1161.- Questions arising at any meeting of directors are decided by a majority of votes ; in case of equality of votes the chairman has a casting vote.

 

Section 1162.- A director may at any time summon a meeting of directors.

 

Section 1163.- The directors may elect a chairman of their meetings, and fix the period for which he is to hold the office ; but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holding the same, the directors present may choose one of their members to be chairman of such meeting.

 

Section 1164.- The directors may delegate any of their powers to managers or to committees consisting of members of their body. Every manager or committee shall, in the exercise of the power so delegated, conform to any order or regulations that may be imposed on them by the directors.

 

Section 1165.- Unless otherwise provided by the delegation, questions arising at any meeting of a committee shall be decided by a majority of votes of the members ; in case of an equality of votes the chairman has a casting vote.

 

Section 1166.- All acts done by a director shall, notwithstanding that it be afterwards discovered that there was some defect in his appointment, or that he was disqualified, be as valid as if such person had been duly appointed and was qualified to be a director.

 

Section 1167.- The relations between the directors, the company and third persons are governed by the provisions of this Code concerning Agency.