Limited companiesThe Civil and Commercial Code
Any seven or more persons may, by subscribing their names to a memorandum
and otherwise complying with the provisions of this Code, promote and form a
The memorandum must contain the following particulars:
(1) The name of the proposed company which must always end with the word "Limited".
(2) The part of the Kingdom in which the registered office of the company shall be situated.
(3) The objects of the company.
(4) A declaration that the liability of the shareholders shall be limited.
(5) The amount of share capital with which the company proposes to be registered,
and the divisions thereof into shares of a fixed amount.
(6) The names, addresses, occupations and signatures of the promoters, and the numbers of shares subscribed by each of them.
The memorandum must be made in two original copies at least and signed by the promoters, and the signatures shall be certified by two witnesses.
One of the copies of the memorandum must be deposited and registered at the Registration Office of that part of the Kingdom in which the registered office of the company is declared to be situated.
(For Hua Hin it's Prachuab Khiri Khan 90 km. to the South).
Every promoter must subscribe at least one share.
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 at which he ceased to hold office.
The whole numbers of shares with which the company proposes to be registered must be subscribed or allotted before registration of the company.
Shares may not be issued at a lower price than their nominal amount. The issue of shares at a higher price than the 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.
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 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 the promoting the company.
(3) The fixing of the amount, if any, to be paid to the promoters.
(4) The fixing of the numbers 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 money, if any, and the amount up to which they shall be considered as paid-up. The description of the services 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.
A promoter or a subscriber who has a special interest in a resolution cannot exercise the right of voting.
No resolutions of the stationary meeting are valid unless passed by a majority including at least one half of the total number of subscriber entitle to vote, and representing at least one half of the total number of shares of such subscribers.
After the statutory meeting is held, the promoters shall hand over the business to the directors. The directors shall thereupon cause the promoters 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.
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 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 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, 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 ten printed copies of the memorandum and the regulations, if any, of the company.
A certificate of registration shall be delivered to the company.
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.
Any interested person is entitled to obtain from any company a copy of is memorandum and regulations, for which a sum not exceeding one baht per copy may be charged by the company.
Shares and Shareholders
The amount of share may not be less than fifty baht.
Twenty-one days notice must be given by registered letter of each call and each shareholder must pay the amount of such call to the persons and the time and place fixed by the directors.
Every limited company must keep a register of shareholders containing the following particulars:
(1) The names and addresses, and the occupations, if any, of the shareholders, a statement of the shares held by each shareholder, distinguishing each share by its number, and amount paid or agreed to be considered as paid on the shares of each shareholder.
(2) The date at which each person was entered in the register as a shareholder.
(3) The date at which any person ceased to be a shareholder.
(4) The numbers and date of certificates issued to bearer, and respective number of the shares entered in each such certificate.
(5) The date of cancellation of any name certificate or certificate to bearer.
A limited company may not own its own shares or take them in pledge.
Management of Limited Companies.
Every limited company shall be managed by a director or directors under control of the general meeting of shareholders and according to the regulations of the company.
A director can be removed only by general meeting.
If a director becomes bankrupt or incapacitated, his office is vacated.
A director may at any time summon a meeting of directors.
A general meeting of shareholders shall be held within six month after registration, and shall subsequently be held once at least in every twelve months. Such meeting is called ordinary meeting.
All other meeting are called extraordinary meetings.
On a show of hands every shareholder in person or represented by proxy shall have one vote. On a poll every shareholder have one vote for each share of which he is a holder.
Any shareholder may vote by proxy, provided the power given to such proxy is in writing.
Section 1182 and 1187 gives the foreigner the control of a Limited Company. The proxies should be arranged before the person becomes an official shareholder.
The auditors shall be elected every year at an ordinary meeting.
A retiring auditor is eligible for re-election.
A Limited Company is dissolved:
(1) In the cases, if any, provided by its regulations.
(2) If formed for a period of time, by the expiration of such period.
(3) If formed for a single undertaking, by the termination of that undertaking.
(4) By a special resolution to dissolve.
(5) By the company becoming bankrupt.
A limited company may also be dissolved by the Court on the following grounds:
(1) If default is made in filing the statutory report or in holding the statutory meeting.
(2) If the company does not commence its business within a year from the date of registration or suspends its business for a whole year.
(3) If the business of the company can only be carried on at a loss and there is no prospects of its fortunes, being retrieved.
(4) If the numbers of shareholders is reduced to less than seven.
A notice is deemed to be duly served by the company to a shareholder if it is delivered personally or dent by post to such shareholder at the address appearing in the register of shareholders.