Book 3: Specific Contracts
Sale, hire, loan, deposit, suretyship, mortgage, agency, insurance, partnerships.
Sections 453 to 1297 · 875 sections in the official text
Last reviewed: 12 October 2026
Start here: Buying and holding property · Contracts, loans and guarantees · Business entities and partnerships
Amendments recorded for this Book
Other amending instruments
- Act Amending the Civil and Commercial Code (No. 23) B.E. 2565 (2022). Sections: 1016, 1017, 1020/1, 1097, 1099, 1108, 1128, 1158, 1162/1, 1175, 1178, 1201, 1237, 1238, 1239, 1239/1, 1240, 1240/1, 1240/2, 1240/3, 1241, 1242, 1243, 1246/1
- Act Amending the Civil and Commercial Code (No. 21) B.E. 2558 (2015). Sections: 681/1, 685/1, 691, 700, 727/1
- Act Amending the Civil and Commercial Code (No. 20) B.E. 2557 (2014). Sections: 681, 681/1, 686, 691, 700, 714/1, 727, 727/1, 728, 729, 729/1, 735, 737, 744
- Act Amending the Civil and Commercial Code (No. 18) B.E. 2551 (2008). Sections: 1020, 1023, 1023/1, 1111, 1111/1, 1147, 1175, 1194, 1204, 1226, 1246/2, 1246/3, 1246/4, 1246/5, 1246/6, 1246/7, 1253, 1273/1, 1273/2, 1273/3, 1273/4
- Act Amending the Civil and Commercial Code (No. 15) B.E. 2549 (2006). Sections: 1064/1, 1064/2, 1078/1, 1078/2, 1153/1, 1157
- Act Amending the Civil and Commercial Code (No. 14) B.E. 2548 (2005). Sections: 456, 653, 675, 703, 1116, 1127, 1140, 1199
- Act Amending the Civil and Commercial Code (No. 12) B.E. 2541 (1998). Sections: 492, 496, 499
- Act Amending the Civil and Commercial Code (No. 11) B.E. 2535 (1992). Sections: 1096
- Act Amending the Civil and Commercial Code (No. 9) B.E. 2521 (1978). Sections: 1102, 1103, 1222, 1223, 1229, 1230, 1231, 1232, 1233, 1234, 1235
- Act Amending the Civil and Commercial Code B.E. 2479. Sections: 1247
- Act Amending the Civil and Commercial Code B.E. 2478. Sections: 733
- Act Amending the Civil and Commercial Code B.E. 2477 (No. 2). Sections: 1117
Source: footnotes in the consolidated text published by the Office of the Council of State (version in force 25 March 2025). Each instrument is listed with the sections whose current wording it gave; amendments later replaced by another instrument are not shown. English names are our translation, not yet reviewed by the firm.
Annotated sections in this Book
Title 1: Sale
Chapter 1: Nature and Essential Principles of the Contract of Sale
Part 1: General Provisions
- §453Sale, definitionA sale is a contract by which the seller transfers ownership of property to the buyer for a price in money.
- §454Prior promise to buy or to sell Draft heading, not yet reviewed by the firmA prior promise to buy or sell becomes a sale only when the other party gives notice of intending to complete it and the notice… Draft, not yet reviewed by the firm
- §455Meaning of the time of sale Draft heading, not yet reviewed by the firmIn the provisions that follow, the expression time of sale is used to mean the time at which the contract of sale is fully and… Draft, not yet reviewed by the firm
- §456Sale of immovable, registered writing requiredA sale of immovable property is void unless made in writing and registered with the competent official (for land, the Land Office). The same applies…
- §457Costs of a contract of sale Draft heading, not yet reviewed by the firmThe costs and fees of making a contract of sale are to be borne by the buyer and the seller, each paying an equal share… Draft, not yet reviewed by the firm
Part 2: Transfer of Ownership
- §458Transfer of ownership in saleOwnership of the property sold passes to the buyer from the moment the contract of sale is entered into.
- §459Sale subject to a condition or time clause Draft heading, not yet reviewed by the firmIf a contract of sale is subject to a condition or a time clause, ownership of the property does not pass until the condition is… Draft, not yet reviewed by the firm
- §460Transfer of ownership of unascertained property Draft heading, not yet reviewed by the firmOn a sale of unascertained property, ownership does not pass until the property is marked, counted, weighed, measured, selected or otherwise identified. For specific property,… Draft, not yet reviewed by the firm
Chapter 2: Duties and Liability of the Seller
Part 1: Delivery
- §461Seller's duty to deliver Draft heading, not yet reviewed by the firmThe seller is bound to deliver the property that has been sold to the buyer. The section states this as a duty resting on the… Draft, not yet reviewed by the firm
- §462Manner of delivery Draft heading, not yet reviewed by the firmDelivery may be made in any way at all, so long as the result is that the property comes into the buyer's hands, that is,… Draft, not yet reviewed by the firm
- §463Delivery to a carrier Draft heading, not yet reviewed by the firmWhere the contract provides that the property sold is to be sent from one place to another, delivery is complete when the property is handed… Draft, not yet reviewed by the firm
- §464Cost of transporting the property sold Draft heading, not yet reviewed by the firmThe buyer is to bear the cost of transporting the property sold to any place other than the place where the obligation is to be… Draft, not yet reviewed by the firm
- §465Delivery of the wrong quantity of movable property Draft heading, not yet reviewed by the firmOn a sale of movables, if the seller delivers less than promised, the buyer may reject it, or accept it and pay proportionately. If more,… Draft, not yet reviewed by the firm
- §466Deficiency or excess in the area of immovable property Draft heading, not yet reviewed by the firmWhere a sale of immovable property states the total area and the seller delivers less or more, the buyer may reject it or accept it… Draft, not yet reviewed by the firm
- §467Limitation period for deficiency or excess claims Draft heading, not yet reviewed by the firmNo action for liability on account of deficiency or excess in the property delivered may be brought after one year from the time of delivery. Draft, not yet reviewed by the firm
- §468Seller's right to retain property pending payment Draft heading, not yet reviewed by the firmWhere the contract sets no time for paying the price, the seller is entitled to retain the property sold in their hands until the price… Draft, not yet reviewed by the firm
- §469Retention despite a time for payment Draft heading, not yet reviewed by the firmEven if the contract sets a time for payment, the seller may retain the property if the buyer becomes bankrupt before delivery, was already bankrupt… Draft, not yet reviewed by the firm
- §470Seller's remedy of notice and public sale Draft heading, not yet reviewed by the firmIf the buyer defaults, a seller who has retained the property may, instead of the ordinary remedies, send the buyer written notice to pay the… Draft, not yet reviewed by the firm
- §471Application of auction proceeds Draft heading, not yet reviewed by the firmFrom the net proceeds of the public auction, the seller deducts what is owed for the price and the related charges, and must promptly deliver… Draft, not yet reviewed by the firm
Part 2: Liability for Defects
- §472Seller's liability for defects Draft heading, not yet reviewed by the firmWhere the property sold has a defect that reduces its value or its fitness for its ordinary use or the use intended by the contract,… Draft, not yet reviewed by the firm
- §473When the seller is not liable for defects Draft heading, not yet reviewed by the firmThe seller is not liable if the buyer knew of the defect at the time of sale, or would have known with the care expected… Draft, not yet reviewed by the firm
- §474Limitation period for defect claims Draft heading, not yet reviewed by the firmNo action for the seller's liability for defects in the property sold may be brought after one year has passed from the time at which… Draft, not yet reviewed by the firm
Part 3: Liability for Eviction
- §475Seller's liability for disturbance of possession Draft heading, not yet reviewed by the firmThe seller is liable for the consequences if someone disturbs the buyer's peaceful possession, either because that person had a right over the property at… Draft, not yet reviewed by the firm
- §476Buyer's knowledge of the third party's right Draft heading, not yet reviewed by the firmThe seller is not liable for a disturbance caused by a person whose right over the property the buyer already knew about at the time… Draft, not yet reviewed by the firm
- §477Joining the seller to a disturbance action Draft heading, not yet reviewed by the firmWhen a disturbance leads to a lawsuit between the buyer and a third person, the buyer may ask the court to bring in the seller… Draft, not yet reviewed by the firm
- §478Seller's right to intervene Draft heading, not yet reviewed by the firmIf the seller considers it proper, the seller may also intervene in the action in order to deny the claim made by the third person. Draft, not yet reviewed by the firm
- §479Seller's liability for eviction and burdens on the property Draft heading, not yet reviewed by the firmThe seller is liable if the buyer loses all or part of the property through eviction, or if the property is subject to a right… Draft, not yet reviewed by the firm
- §480Immovable property subject to a statutory servitude Draft heading, not yet reviewed by the firmIf a court declares immovable property to be subject to a servitude arising by law, the seller is not liable, unless the contract expressly guaranteed… Draft, not yet reviewed by the firm
- §481Time limit for eviction claims Draft heading, not yet reviewed by the firmWhere the seller was not a party to the original action, or the buyer compromised with or yielded to the third person, no action for… Draft, not yet reviewed by the firm
- §482When the seller is not liable for eviction Draft heading, not yet reviewed by the firmA seller is not liable for eviction if no action was brought and the buyer's right was lost through the buyer's own fault; if the… Draft, not yet reviewed by the firm
Part 4: Stipulations Excluding Liability
- §483Agreement excluding the seller's liability Draft heading, not yet reviewed by the firmThe parties to a contract of sale may agree between themselves that the seller will not be liable either for defects in the property or… Draft, not yet reviewed by the firm
- §484Non-liability clause and refund of the price Draft heading, not yet reviewed by the firmA clause excluding the seller's liability does not release the seller from having to refund the price to the buyer, unless the clause itself states… Draft, not yet reviewed by the firm
- §485Limits of a non-liability clause Draft heading, not yet reviewed by the firmA clause excluding the seller's liability cannot protect the seller from the consequences of the seller's own acts, or of facts the seller knew about… Draft, not yet reviewed by the firm
Chapter 3: Duties of the Buyer
- §486Buyer's duties to accept delivery and pay Draft heading, not yet reviewed by the firmThe buyer is bound to take delivery of the property that was bought and to pay the price in accordance with the terms of the… Draft, not yet reviewed by the firm
- §487Fixing the price of the property sold Draft heading, not yet reviewed by the firmThe price may be fixed in the contract, left to be determined by a method the contract sets out, or be taken from the parties'… Draft, not yet reviewed by the firm
- §488Buyer's right to withhold the price for defects Draft heading, not yet reviewed by the firmA buyer who discovers defects in the property bought is entitled to withhold all or part of the price still unpaid, unless the seller provides… Draft, not yet reviewed by the firm
- §489Withholding the price when threatened with a claim Draft heading, not yet reviewed by the firmA buyer who is threatened with a lawsuit by a mortgagee or a claimant to the property, or has good reason to expect it, may… Draft, not yet reviewed by the firm
- §490Time for payment presumed from time for delivery Draft heading, not yet reviewed by the firmIf a time is fixed for delivering the property sold, it is presumed that the very same time is also the time fixed for paying… Draft, not yet reviewed by the firm
Chapter 4: Particular Kinds of Sale
Part 1: Sale with Right of Redemption
- §491Sale with right of redemption (Khai Fak)A sale with right of redemption is a contract of sale in which ownership passes to the buyer subject to an agreement that the seller…
- §492Effect of redeeming property sold with redemption right Draft heading, not yet reviewed by the firmWhere property sold with a right of redemption is redeemed within the contractual or legal period, or the redeemer deposits the redemption price with a… Draft, not yet reviewed by the firm
- §493Agreement restricting the buyer's disposal of the property Draft heading, not yet reviewed by the firmIn a sale with a right of redemption, the parties may agree that the buyer will not dispose of the property. A buyer who disposes… Draft, not yet reviewed by the firm
- §494Maximum period for redemption Draft heading, not yet reviewed by the firmThe right to redeem property sold with a right of redemption cannot be exercised after ten years from the sale for immovable property, or after… Draft, not yet reviewed by the firm
- §495Reduction of a longer redemption period Draft heading, not yet reviewed by the firmIf the contract sets a redemption period longer than the limits in the preceding section, it is reduced to ten years for immovable property and… Draft, not yet reviewed by the firm
- §496Extension of the redemption period Draft heading, not yet reviewed by the firmThe redemption period may be extended by agreement, but the total may not exceed the limit in section 494. An extension needs at least written… Draft, not yet reviewed by the firm
- §497Persons entitled to redeem Draft heading, not yet reviewed by the firmThe right of redemption may be exercised only by the original seller or the seller's heirs, by a transferee of the right, or by a… Draft, not yet reviewed by the firm
- §498Persons against whom redemption may be exercised Draft heading, not yet reviewed by the firmThe right of redemption may be exercised only against the original buyer or the buyer's heirs, or against a transferee of the property or of… Draft, not yet reviewed by the firm
- §499Amount of the redemption price Draft heading, not yet reviewed by the firmIf no redemption price is agreed, the property is redeemed at the price at which it was sold. If, at redemption, the stated price exceeds… Draft, not yet reviewed by the firm
- §500Costs of the sale and of redemption Draft heading, not yet reviewed by the firmThe redeemer must reimburse the buyer for the costs of the sale that the buyer paid, together with the redemption price. The costs of the… Draft, not yet reviewed by the firm
- §501Condition of the property on redemption Draft heading, not yet reviewed by the firmThe redeemed property is returned in the condition it is in at the time of redemption. If the property has been destroyed or has deteriorated… Draft, not yet reviewed by the firm
- §502Redeemed property free of later rights; leases Draft heading, not yet reviewed by the firmThe redeemer receives the property free of any rights created before redemption by the original buyer, the buyer's heirs or a transferee. A registered lease… Draft, not yet reviewed by the firm
Part 2: Sale by Sample, Sale by Description, Sale on Approval
- §503Sale by sample and sale by description Draft heading, not yet reviewed by the firmIn a sale by sample the seller must deliver property that corresponds to the sample. In a sale by description the seller must deliver property… Draft, not yet reviewed by the firm
- §504Limitation period for non-conforming delivery Draft heading, not yet reviewed by the firmNo action for liability for delivering property that does not match the sample or the description may be brought after one year from the time… Draft, not yet reviewed by the firm
- §505Sale on approval Draft heading, not yet reviewed by the firmA sale on approval is a sale made on the condition that the buyer has an opportunity to examine the property before deciding to accept… Draft, not yet reviewed by the firm
- §506Time for examining property on approval Draft heading, not yet reviewed by the firmIf no time is agreed for examining the property, the seller may set a reasonable time and notify the buyer to say within it whether… Draft, not yet reviewed by the firm
- §507Buyer's failure to accept after examination Draft heading, not yet reviewed by the firmWhere the buyer is to examine the property before delivery and does not accept it within the time set by the contract, by custom or… Draft, not yet reviewed by the firm
- §508When a sale on approval becomes complete Draft heading, not yet reviewed by the firmOnce the property is delivered for examination, the sale becomes complete if the buyer gives no notice of refusal in time, does not return the… Draft, not yet reviewed by the firm
Part 3: Sale by Auction
- §509Completion of an auction sale Draft heading, not yet reviewed by the firmAn auction sale is complete when the auctioneer signifies agreement by knocking a hammer or by another act customary at auctions. Until then, a bidder… Draft, not yet reviewed by the firm
- §510Terms binding the buyer at an auction Draft heading, not yet reviewed by the firmA buyer at an auction must comply with the advertisement of the sale and with any other terms the auctioneer announced before the bidding on… Draft, not yet reviewed by the firm
- §511Auctioneer's prohibition on bidding Draft heading, not yet reviewed by the firmAn auctioneer is forbidden to bid, or to have any other person bid on their behalf, at an auction that the auctioneer personally conducts and… Draft, not yet reviewed by the firm
- §512Seller's prohibition on bidding Draft heading, not yet reviewed by the firmThe seller may not bid, or have anyone else bid, unless the advertisement of the auction expressly states that the seller reserves the right to… Draft, not yet reviewed by the firm
- §513Withdrawal of property from an auction Draft heading, not yet reviewed by the firmIf the auctioneer considers that the highest bid made so far is not high enough, the auctioneer may withdraw the property from the auction altogether. Draft, not yet reviewed by the firm
- §514Release of a bidder from a bid Draft heading, not yet reviewed by the firmA bidder is released from their bid as soon as someone else bids higher, whether or not that higher bid is valid. A bidder is… Draft, not yet reviewed by the firm
- §515Payment by the highest bidder Draft heading, not yet reviewed by the firmThe highest bidder must pay the price in cash when the sale is complete, or at the time stated in the advertisement of the sale. Draft, not yet reviewed by the firm
- §516Default by the highest bidder Draft heading, not yet reviewed by the firmIf the highest bidder fails to pay, the auctioneer must put the property up for auction again. If the net proceeds do not cover the… Draft, not yet reviewed by the firm
- §517Auctioneer's liability for unpaid proceeds Draft heading, not yet reviewed by the firmIf some or all of the proceed from auction is unpaid because the auctioneer neglected to enforce Section 515 or Section 516, the auctioneer has…
Title 2: Exchange
- §518Definition of exchange Draft heading, not yet reviewed by the firmExchange is a contract under which the two parties each transfer the ownership of their own property to the other, so that ownership moves in… Draft, not yet reviewed by the firm
- §519Application of the rules on sale to exchange Draft heading, not yet reviewed by the firmThe provisions on sale apply to exchange as well. Each party to an exchange is treated as the seller of the property they deliver and… Draft, not yet reviewed by the firm
- §520Money added to an exchange Draft heading, not yet reviewed by the firmIf one party to an exchange agrees to transfer money in addition to other property to the other party, the provisions on sale that concern… Draft, not yet reviewed by the firm
Title 3: Gift
- §521Gift, definitionGift, definition.
- §522Gift by release or payment of a debt Draft heading, not yet reviewed by the firmA gift may be made by releasing the recipient from a debt that the recipient owes, or alternatively by paying off a debt that the… Draft, not yet reviewed by the firm
- §523Completion of a gift by delivery Draft heading, not yet reviewed by the firmA gift is complete only when the property that is given has actually been delivered to the person who is to receive it, and not… Draft, not yet reviewed by the firm
- §524Gift of a right evidenced by an instrument Draft heading, not yet reviewed by the firmA gift of a right represented by a written instrument is not complete unless the instrument is delivered to the recipient, or written notice is… Draft, not yet reviewed by the firm
- §525Gift of immovable, registered writing requiredA gift of property whose sale must be made in writing and registered (such as land, or vessels of five tons and over) is valid…
- §526Registered gift or promise of a gift Draft heading, not yet reviewed by the firmIf a gift or a promise of a gift was made in writing and registered with the competent official, and the donor does not deliver… Draft, not yet reviewed by the firm
- §527Periodic gifts and death Draft heading, not yet reviewed by the firmIf a donor binds themselves to make periodic payments, the obligation ends when either the donor or the recipient dies, unless that conflicts with the… Draft, not yet reviewed by the firm
- §528Recovery of a gift burdened with a charge Draft heading, not yet reviewed by the firmIf a gift carries a charge and the recipient fails to pay it, the donor may, on the conditions for rescinding reciprocal contracts, demand return… Draft, not yet reviewed by the firm
- §529Limit of the recipient's liability for a charge Draft heading, not yet reviewed by the firmIf the property given is not worth enough to cover the charge, the recipient must pay the charge only up to the value of the… Draft, not yet reviewed by the firm
- §530Donor's liability for defects in a charged gift Draft heading, not yet reviewed by the firmWhere a gift carries a charge, the donor is liable for defects and for eviction in the same way as a seller, but only up… Draft, not yet reviewed by the firm
- §531Revocation of gift for ingratitudeRevocation of gift for ingratitude.
- §532Revocation of a gift by the donor's heirs Draft heading, not yet reviewed by the firmThe donor's heirs may demand revocation of a gift only where the recipient intentionally and unlawfully killed the donor, or prevented the donor from revoking… Draft, not yet reviewed by the firm
- §533Bars to revoking a gift for ingratitude Draft heading, not yet reviewed by the firmA gift cannot be revoked if the donor has forgiven the recipient, or if six months have passed since the person entitled to claim revocation… Draft, not yet reviewed by the firm
- §534Return of property after revocation of a gift Draft heading, not yet reviewed by the firmWhen a gift is revoked, the property given is to be returned in accordance with the provisions of this Code on undue enrichment, that is,… Draft, not yet reviewed by the firm
- §535Gifts that cannot be revoked for ingratitudeThis section lists the four kinds of gift that cannot be revoked for ingratitude: a gift that is truly remuneratory, a gift charged with an…
- §536Gift taking effect on the donor's death Draft heading, not yet reviewed by the firmA gift that is to take effect only on the donor's death is governed by the provisions of the law that deal with inheritance and… Draft, not yet reviewed by the firm
Title 4: Hire of Property
Chapter 1: General Provisions
- §537Hire of property (lease), definitionA lease is a contract by which one party (lessor) gives the other (lessee) the use or benefit of property for a stipulated time, in…
- §538Lease over 3 years requires registrationAny lease of immovable property is unenforceable by action without written evidence signed by the party liable. A lease for more than 3 years, or…
- §539Costs of a lease contract Draft heading, not yet reviewed by the firmThe costs and fees of making a lease contract are to be borne by the two parties to the contract, each paying an equal share. Draft, not yet reviewed by the firm
- §540Maximum lease term, 30 years for immovablesAn ordinary fixed-term lease of immovable property is limited to 30 years. Section 540 permits renewal for up to 30 years from renewal. A lease…
- §541Lease for the lifetime of a party Draft heading, not yet reviewed by the firmA lease may be made to last for the whole lifetime of the lessor or for the whole lifetime of the lessee, as the parties… Draft, not yet reviewed by the firm
- §542Competing leases of movable property Draft heading, not yet reviewed by the firmWhere several persons claim the same movable under different leases, the lessee who first came into possession of it under their lease has a better… Draft, not yet reviewed by the firm
- §543Competing leases of immovable property Draft heading, not yet reviewed by the firmWhere several persons claim the same immovable under different leases: if none needs registration, the first lessee in possession prevails; if all need registration, the… Draft, not yet reviewed by the firm
- §544Subletting and transfer of the hirer's rightsA hirer may not sublet the property or transfer their rights in it, in whole or in part, to a third person unless the lease… Draft, not yet reviewed by the firm
- §545Position of a lawful sub-lessee Draft heading, not yet reviewed by the firmWhere the hirer lawfully sublets, the sub-lessee is directly liable to the original lessor, and cannot set up against the lessor any rent already paid… Draft, not yet reviewed by the firm
Chapter 2: Duties and Liability of the Lessor
- §546Lessor's duty to deliver in good repair Draft heading, not yet reviewed by the firmThe lessor is bound to deliver the leased property to the hirer in a state of repair that is good, that is, with any needed… Draft, not yet reviewed by the firm
- §547Reimbursement of the hirer's expenses Draft heading, not yet reviewed by the firmThe lessor must reimburse the hirer for necessary and reasonable expenses incurred in preserving the leased property, except the costs of ordinary maintenance and minor… Draft, not yet reviewed by the firm
- §548Hirer's right to terminate for unsuitable property Draft heading, not yet reviewed by the firmIf the lessor delivers property in a condition that is unsuitable for the purpose for which it was leased, the hirer may then choose to… Draft, not yet reviewed by the firm
- §549Application of the rules on sale to leases Draft heading, not yet reviewed by the firmDelivery of the leased property, the lessor's liability for defects and eviction, and the effect of a clause excluding liability are governed, with suitable modifications,… Draft, not yet reviewed by the firm
- §550Lessor's duty to repair during the lease Draft heading, not yet reviewed by the firmThe lessor is liable for defects that arise during the lease and must carry out all necessary repairs, except repairs that law or custom requires… Draft, not yet reviewed by the firm
- §551Defects not depriving the hirer of use Draft heading, not yet reviewed by the firmIf a defect does not deprive the hirer of use and benefit and the lessor can remedy it, the hirer must first notify the lessor.… Draft, not yet reviewed by the firm
Chapter 3: Duties and Liability of the Lessee
- §552Hirer must use the property only for its ordinary or agreed purposeA hirer may use the hired property only for purposes that are ordinary and usual for property of that kind, or that the contract provides…
- §553Hirer's duty of care and minor repairs Draft heading, not yet reviewed by the firmThe hirer must take the same care of the leased property as a prudent person would take of their own property, and must carry out… Draft, not yet reviewed by the firm
- §554Breach by the hirer and notice to comply Draft heading, not yet reviewed by the firmIf the hirer breaches section 552, section 553 or the contract, the lessor may notify the hirer to comply. If the hirer neglects to do… Draft, not yet reviewed by the firm
- §555Lessor's right to inspect Draft heading, not yet reviewed by the firmThe hirer must allow the lessor or the lessor's agent to enter and inspect the leased property from time to time, at reasonable times and… Draft, not yet reviewed by the firm
- §556Urgent repairs by the lessor Draft heading, not yet reviewed by the firmIf urgent repairs become necessary during the lease, the hirer cannot refuse to let the lessor do the work, even if inconvenient. If the repairs… Draft, not yet reviewed by the firm
- §557Hirer's duty to inform the lessor Draft heading, not yet reviewed by the firmThe hirer must promptly inform the lessor if the property needs the lessor's repair, if action is needed to avert danger, or if a third… Draft, not yet reviewed by the firm
- §558Alterations by the hirer Draft heading, not yet reviewed by the firmThe hirer may not alter or add to the leased property without the lessor's permission. If the hirer does so, they must on request restore… Draft, not yet reviewed by the firm
- §559Time for payment of rent Draft heading, not yet reviewed by the firmIf neither the contract nor custom fixes when rent is paid, it is payable at the end of each agreed period: rent set by the… Draft, not yet reviewed by the firm
- §560Termination for non-payment of rent Draft heading, not yet reviewed by the firmIf the hirer does not pay the rent, the lessor may terminate the lease. Where rent is payable monthly or at longer intervals, the lessor… Draft, not yet reviewed by the firm
- §561Presumed condition of the property when let Draft heading, not yet reviewed by the firmIf the parties have not signed a written statement of the property's condition, the hirer is presumed to have received it in good repair and… Draft, not yet reviewed by the firm
- §562Hirer's liability for loss or damage Draft heading, not yet reviewed by the firmThe hirer is liable for loss or damage to the leased property caused by their own fault, by the fault of persons living with them,… Draft, not yet reviewed by the firm
- §563Limitation period for the lessor's actions Draft heading, not yet reviewed by the firmNo action by the lessor against the hirer in connection with the lease may be brought after six months from the day the leased property… Draft, not yet reviewed by the firm
Chapter 4: Termination of the Contract of Hire
- §564Expiry of a lease at end of agreed term Draft heading, not yet reviewed by the firmA lease comes to an end of its own accord when the agreed period expires, and no prior notice needs to be given by either… Draft, not yet reviewed by the firm
- §565Presumed term of garden and paddy land leases Draft heading, not yet reviewed by the firmA lease of garden land is presumed to be for one year. A lease of paddy land is presumed to be for one farming season… Draft, not yet reviewed by the firm
- §566Terminating a hire of no fixed periodWhere a lease has no agreed or presumed term, either party may end it at the close of any rent period, provided notice of at…
- §567Total loss of the leased property Draft heading, not yet reviewed by the firmIf the whole of the leased property is lost, the lease is extinguished along with it, so that the contract comes to an end automatically. Draft, not yet reviewed by the firm
- §568Partial loss of the leased property Draft heading, not yet reviewed by the firmIf only part of the leased property is lost, without the hirer's fault, the hirer may demand a proportionate reduction in rent. If the hirer… Draft, not yet reviewed by the firm
- §569Transfer of ownership of leased immovable property Draft heading, not yet reviewed by the firmA lease of immovable property is not extinguished by a transfer of ownership of the property. The transferee takes over the transferor's rights and duties… Draft, not yet reviewed by the firm
- §570Implied renewal for an indefinite period Draft heading, not yet reviewed by the firmIf the hirer stays in possession after the agreed period ends and the lessor knows of this and raises no objection, the parties are deemed… Draft, not yet reviewed by the firm
- §571Paddy land lease ending after planting Draft heading, not yet reviewed by the firmIf a paddy land lease ends after the tenant has already planted rice, the tenant retains the right to remain in possession and harvest the…
Title 5: Hire-Purchase
- §572Hire-purchase, definitionHire-purchase, definition.
- §573Hirer's right to terminate by returning the property Draft heading, not yet reviewed by the firmThe hirer may terminate the contract at any time by returning the property to its owner, and the hirer must bear the cost of returning… Draft, not yet reviewed by the firm
- §574Owner's right to terminate for default or breach Draft heading, not yet reviewed by the firmThe owner may terminate the contract if two payments in a row are missed, or a material term is breached. Earlier payments are then forfeited… Draft, not yet reviewed by the firm
Title 6: Hire of Services
- §575Hire of services (employment contract), definitionA hire of services is a contract by which an employee agrees to work for an employer for the duration of the services, in exchange…
- §576Implied promise of remuneration Draft heading, not yet reviewed by the firmA promise to pay remuneration is implied where, in the circumstances, the work cannot reasonably be expected to be done free of charge by the… Draft, not yet reviewed by the firm
- §577Transfer of the employer's right and substitute workers Draft heading, not yet reviewed by the firmAn employer may transfer their right to a third person with the employee's consent, and an employee may have a third person do the work… Draft, not yet reviewed by the firm
- §578Employee lacking the warranted skill Draft heading, not yet reviewed by the firmIf the employee, expressly or impliedly, represents having special skill and it then turns out that they do not have it, the employer may terminate… Draft, not yet reviewed by the firm
- §579Employee's absence for reasonable cause Draft heading, not yet reviewed by the firmAn employee's absence from work for a reasonable cause and for only a reasonably short time does not entitle the employer to terminate the contract… Draft, not yet reviewed by the firm
- §580Time for payment of remuneration Draft heading, not yet reviewed by the firmIf neither the contract nor custom fixes when remuneration is paid, it is payable once the work is finished. If it is set by periods,… Draft, not yet reviewed by the firm
- §581Continued service after the agreed period Draft heading, not yet reviewed by the firmIf the employee keeps working after the agreed period ends and the employer knows of it and does not object, the parties are presumed to… Draft, not yet reviewed by the firm
- §582Termination of open-ended employment: notice requirementsWhere no fixed duration is agreed, either party may terminate by giving notice at or before a payment date, to take effect at the next…
- §583Summary dismissal for serious misconductAn employer may dismiss an employee without notice or compensation where the employee wilfully disobeys or habitually neglects lawful commands, absents without leave, commits gross…
- §584Employer's death ends a personal employment contract Draft heading, not yet reviewed by the firmIf a contract of employment depends essentially on the personal identity of the employer, that contract is extinguished by the death of the employer, and… Draft, not yet reviewed by the firm
- §585Employee's certificate of service Draft heading, not yet reviewed by the firmWhen a contract of employment ends, the employee is entitled to a certificate stating how long they worked and what kind of work they did. Draft, not yet reviewed by the firm
- §586Employer's duty to pay the return journey Draft heading, not yet reviewed by the firmIf the employer brought the employee from elsewhere at the employer's expense, the employer must, unless the contract says otherwise, pay the return fare when… Draft, not yet reviewed by the firm
Title 7: Hire of Work
- §587Hire of work, definitionHire of work is a contract by which the contractor agrees to accomplish a definite piece of work for the employer, who agrees to pay…
- §588Tools for the work Draft heading, not yet reviewed by the firmThe contractor is the one who must supply the tools and instruments needed to carry out the work to completion, and it is the contractor… Draft, not yet reviewed by the firm
- §589Materials supplied by the contractor Draft heading, not yet reviewed by the firmIf the contractor is the one who is to supply the materials for the work, the contractor must supply materials that are of good quality. Draft, not yet reviewed by the firm
- §590Materials supplied by the employer Draft heading, not yet reviewed by the firmWhere the employer supplies the materials, the contractor must use them carefully and economically, without waste, and must return any surplus to the employer once… Draft, not yet reviewed by the firm
- §591Defects caused by the employer's materials or instructions Draft heading, not yet reviewed by the firmThe contractor is not liable for a defect or delay that arises from the nature of the materials the employer supplied or from the employer's… Draft, not yet reviewed by the firm
- §592Employer's right to inspect the work Draft heading, not yet reviewed by the firmThe contractor must allow the employer or the employer's agent to inspect the work at any time during the whole period while it is being… Draft, not yet reviewed by the firm
- §593Employer's right to cancel for delay Draft heading, not yet reviewed by the firmIf the contractor does not start in good time, or delays contrary to the contract, or delays without the employer's fault so that it can… Draft, not yet reviewed by the firm
- §594Employer's right to have defective work corrected Draft heading, not yet reviewed by the firmIf it can be foreseen with certainty during the work that, through the contractor's fault, it will be defective or contrary to the contract, the… Draft, not yet reviewed by the firm
- §595Contractor's liability where it supplies the materials Draft heading, not yet reviewed by the firmWhere the contractor supplied the materials, the contractor's liability for defects in the work is governed by the provisions of this Code on contracts of… Draft, not yet reviewed by the firm
- §596Late delivery of the work Draft heading, not yet reviewed by the firmIf the contractor delivers the work after the time fixed in the contract, or after a reasonable time where none was fixed, the employer is… Draft, not yet reviewed by the firm
- §597Acceptance without reservation bars a claim for delayIf the employer accepts the work without reservation, the contractor is no longer liable for delay in delivery. Objecting at the time of acceptance is…
- §598Acceptance of defective work without reservation Draft heading, not yet reviewed by the firmIf the employer accepts defective work without reservation, expressly or impliedly, the contractor is not liable, unless the defect could not have been discovered at… Draft, not yet reviewed by the firm
- §599Withholding remuneration for delay or defects Draft heading, not yet reviewed by the firmIf delivery is delayed or the work delivered is defective, the employer is entitled to withhold the remuneration owed, unless the contractor gives proper security. Draft, not yet reviewed by the firm
- §600Period of the contractor's liability for defects Draft heading, not yet reviewed by the firmUnless the contract says otherwise, the contractor is liable only for defects that appear within one year of delivery, or within five years for a… Draft, not yet reviewed by the firm
- §601Time limit for suing a contractor over defects Draft heading, not yet reviewed by the firmNo action may be brought against the contractor once one year has passed from the day the defect appeared. The one-year period runs from the… Draft, not yet reviewed by the firm
- §602When remuneration for work is payable Draft heading, not yet reviewed by the firmRemuneration for work is payable when the work is accepted. Where the work is to be delivered in parts and the remuneration has been stated… Draft, not yet reviewed by the firm
- §603Loss of work where the contractor supplies materials Draft heading, not yet reviewed by the firmWhere the contractor supplies the materials and the work collapses or is damaged before proper delivery, the loss falls on the contractor, provided it was… Draft, not yet reviewed by the firm
- §604Loss of work where the employer supplies materials Draft heading, not yet reviewed by the firmWhere the employer supplies the materials and the work collapses or is damaged before proper delivery, the loss falls on the employer, provided it was… Draft, not yet reviewed by the firm
- §605Employer's right to terminate unfinished work Draft heading, not yet reviewed by the firmWhile the work remains unfinished, the employer may terminate the contract, on paying the contractor compensation for any damage resulting from the termination. Draft, not yet reviewed by the firm
- §606Contract ends on contractor's death or incapacity Draft heading, not yet reviewed by the firmWhere the contractor's personal knowledge and skill is of the essence of the contract and the contractor dies or, through no fault of their own,… Draft, not yet reviewed by the firm
- §607Sub-contracting of work Draft heading, not yet reviewed by the firmThe contractor may give all or part of the work to a sub-contractor, unless the contract is of the essence on the contractor's own knowledge… Draft, not yet reviewed by the firm
Title 8: Carriage
- §608Definition of a carrier Draft heading, not yet reviewed by the firmFor the purposes of this Title, a carrier is a person who undertakes to carry goods or passengers for remuneration as part of their ordinary… Draft, not yet reviewed by the firm
- §609Carriage governed by special laws Draft heading, not yet reviewed by the firmCarriage of goods or passengers by the State Railway, and carriage of postal matter by the Post and Telegraph Department, is governed by the laws… Draft, not yet reviewed by the firm
Chapter 1: Carriage of Goods
- §610Consignor, consignee and freight defined Draft heading, not yet reviewed by the firmThe person who agrees with a carrier to have goods carried is the consignor, the person to whom the goods are sent is the consignee,… Draft, not yet reviewed by the firm
- §611Accessories of freight Draft heading, not yet reviewed by the firmAccessories of the freight are the expenses, in line with custom, that the carrier has reasonably incurred during the carriage. Draft, not yet reviewed by the firm
- §612Required particulars of a waybill Draft heading, not yet reviewed by the firmIf the carrier asks for a waybill, the consignor must provide one stating the nature and weight or size of the goods and the nature,… Draft, not yet reviewed by the firm
- §613Bill of lading, required particularsIf the consignor asks for a bill of lading, the carrier must provide one stating the particulars in section 612 items 1, 2 and 3,… Draft, not yet reviewed by the firm
- §614Transfer of a bill of lading by endorsement Draft heading, not yet reviewed by the firmEven if a bill of lading is issued to a named person, it may be transferred by endorsement, unless endorsement has been prohibited. Draft, not yet reviewed by the firm
- §615Taking delivery against a bill of lading Draft heading, not yet reviewed by the firmWhere a bill of lading has been made out, the goods may be collected only when the bill of lading is surrendered or when the… Draft, not yet reviewed by the firm
- §616Carrier's liability for loss, damage and delay Draft heading, not yet reviewed by the firmThe carrier is liable if goods entrusted to them are lost, damaged or delivered late, unless the carrier proves the cause was force majeure, the… Draft, not yet reviewed by the firm
- §617Carrier's liability for other carriers and sub-handlers Draft heading, not yet reviewed by the firmThe carrier is liable for loss, damage or delay caused by the fault of another carrier, or of any other person to whom the carrier… Draft, not yet reviewed by the firm
- §618Joint liability of successive carriers Draft heading, not yet reviewed by the firmWhere goods are carried by several carriers in succession, all of them are jointly liable for loss, damage or delay. Draft, not yet reviewed by the firm
- §619Consignor's duty to declare dangerous goods Draft heading, not yet reviewed by the firmIf goods are of a nature that may cause danger or damage to persons or property, the consignor must declare their nature before the contract… Draft, not yet reviewed by the firm
- §620Carrier's liability for valuables Draft heading, not yet reviewed by the firmThe carrier is not liable for money, banknotes, bills, bonds, share certificates, debentures, warehouse warrants, jewellery or other valuables unless their value or nature was… Draft, not yet reviewed by the firm
- §621Cap on compensation for delayed delivery Draft heading, not yet reviewed by the firmCompensation for delay in delivery must not be calculated at more than the amount that would be awarded if the goods were wholly lost. Draft, not yet reviewed by the firm
- §622Carrier's duty to notify consignee of arrival Draft heading, not yet reviewed by the firmWhen the goods arrive, the carrier must notify the consignee. Draft, not yet reviewed by the firm
- §623When the carrier's liability ends Draft heading, not yet reviewed by the firmThe carrier's liability ends once the consignee accepts the goods without reservation and pays the freight and accessories. This does not apply to loss or… Draft, not yet reviewed by the firm
- §624Time limit for suing a carrier Draft heading, not yet reviewed by the firmNo action against the carrier for loss, damage or delay may be brought after one year from delivery, or one year from the day delivery… Draft, not yet reviewed by the firm
- §625Void terms excluding the carrier's liability Draft heading, not yet reviewed by the firmA term in a receipt, bill of lading or similar document issued by the carrier that excludes or limits the carrier's liability is void, unless… Draft, not yet reviewed by the firm
- §626Stopping or redirecting goods in transit Draft heading, not yet reviewed by the firmWhile the goods remain with the carrier, the consignor, or the holder of the bill of lading if one exists, may require the carrier to… Draft, not yet reviewed by the firm
- §627Transfer of consignor's rights to consignee Draft heading, not yet reviewed by the firmOnce the goods reach the destination and the consignee has demanded delivery, the consignor's rights under the contract of carriage pass to the consignee. Draft, not yet reviewed by the firm
- §628Freight where goods are lost by force majeure Draft heading, not yet reviewed by the firmIf the goods are lost through force majeure, the carrier is not entitled to the freight, and must return in full any freight already received. Draft, not yet reviewed by the firm
- §629Carrier delivering before freight is paid Draft heading, not yet reviewed by the firmA carrier who delivers the goods before receiving the freight and accessories remains liable to the preceding carriers for the freight and accessories still owing… Draft, not yet reviewed by the firm
- §630Carrier's right to retain goods Draft heading, not yet reviewed by the firmThe carrier may retain the goods as far as necessary to secure payment of the freight and its accessories. Draft, not yet reviewed by the firm
- §631Carrier's options when goods cannot be delivered Draft heading, not yet reviewed by the firmIf the consignee cannot be found or refuses the goods, the carrier must notify the consignor at once and ask for instructions. If that is… Draft, not yet reviewed by the firm
- §632Application of auction proceeds Draft heading, not yet reviewed by the firmFrom the net proceeds of an auction sale, the carrier deducts the freight and accessories. Any money remaining must be handed over without delay to… Draft, not yet reviewed by the firm
- §633Rights of the last of several carriers Draft heading, not yet reviewed by the firmWhere several carriers carry goods in succession, the last carrier may exercise the rights in sections 630, 631 and 632 to claim the freight and… Draft, not yet reviewed by the firm
Chapter 2: Carriage of Passengers
- §634Carrier's liability to passengers Draft heading, not yet reviewed by the firmThe carrier is liable to a passenger for injury to the passenger and for any loss directly resulting from delay in carriage, unless the injury… Draft, not yet reviewed by the firm
- §635Delivery of passenger's luggage on arrival Draft heading, not yet reviewed by the firmLuggage that was entrusted to the carrier in good time must be delivered at the moment the passenger arrives. Draft, not yet reviewed by the firm
- §636Sale of unclaimed luggage Draft heading, not yet reviewed by the firmIf the passenger does not take delivery of luggage within one month of its arrival, the carrier may sell it by auction. Perishable luggage may… Draft, not yet reviewed by the firm
- §637Carrier's rights and liability for luggage Draft heading, not yet reviewed by the firmThe carrier's rights and liabilities for luggage entrusted to it are governed by Chapter 1, even if the carrier makes no separate charge for carrying… Draft, not yet reviewed by the firm
- §638Luggage not entrusted to the carrier Draft heading, not yet reviewed by the firmThe carrier is not liable for luggage that was not entrusted to it, unless the luggage is lost or damaged through the fault of the… Draft, not yet reviewed by the firm
- §639Void terms excluding liability to passengers Draft heading, not yet reviewed by the firmA term in a ticket, receipt or similar document given to a passenger that excludes or limits the carrier's liability is void, unless the passenger… Draft, not yet reviewed by the firm
Title 9: Loan
Chapter 1: Loan for Use
- §640Loan for use, definitionLoan for use, definition.
- §641Formation of a loan for use Draft heading, not yet reviewed by the firmA loan for use is complete only when the property lent is delivered. Draft, not yet reviewed by the firm
- §642Borrower bears costs of a loan for use Draft heading, not yet reviewed by the firmThe borrower bears the costs of making the contract and the costs of delivering and returning the property borrowed. Draft, not yet reviewed by the firm
- §643Borrower's liability for misuse of borrowed property Draft heading, not yet reviewed by the firmA borrower who uses the property for a purpose other than the normal one or that shown in the contract, lets a third party use… Draft, not yet reviewed by the firm
- §644Borrower's standard of care Draft heading, not yet reviewed by the firmThe borrower must look after the property borrowed with the same care that a person of ordinary prudence would take of their own property. Draft, not yet reviewed by the firm
- §645Lender's right to terminate the loan Draft heading, not yet reviewed by the firmIn any of the cases described in section 643, or if the borrower acts contrary to section 644, the lender may terminate the contract. Draft, not yet reviewed by the firm
- §646Time for returning the borrowed property Draft heading, not yet reviewed by the firmIf no time is fixed, the property is to be returned once the borrower has finished the use shown in the contract, though the lender… Draft, not yet reviewed by the firm
- §647Ordinary maintenance costs borne by borrower Draft heading, not yet reviewed by the firmThe borrower must bear the ordinary expenses of maintaining the property borrowed. Draft, not yet reviewed by the firm
- §648Loan for use ends on borrower's death Draft heading, not yet reviewed by the firmA loan for use is extinguished by the death of the borrower. Draft, not yet reviewed by the firm
- §649Time limit for compensation claims on loans for use Draft heading, not yet reviewed by the firmNo action for compensation arising from a loan for use may be brought after six months from the day the contract ended. Draft, not yet reviewed by the firm
Chapter 2: Loan for Consumption
- §650Loan for consumption, definitionLoan for consumption, definition.
- §651Borrower bears costs of a loan for consumption Draft heading, not yet reviewed by the firmThe borrower bears the costs of making the contract and the costs of delivering and returning the property borrowed. Draft, not yet reviewed by the firm
- §652Notice to return where no time is fixed Draft heading, not yet reviewed by the firmIf the contract fixes no time for returning the property lent, the lender may give the borrower notice to return it within a reasonable time… Draft, not yet reviewed by the firm
- §653Loan over 2,000 baht, writing requiredA loan of money exceeding 2,000 baht cannot be enforced unless there is written evidence signed by the borrower. Where a loan is evidenced in…
- §654Interest cap, 15% per annumInterest on a money loan may not exceed 15% per annum. Any excess is reduced to fifteen per cent per annum. Charging above the limit…
- §655Interest on interest and compounding in writing Draft heading, not yet reviewed by the firmInterest may not be charged on unpaid interest. But where interest is overdue for not less than one year, the parties to a loan may… Draft, not yet reviewed by the firm
- §656Property accepted in place of a money loan Draft heading, not yet reviewed by the firmWhere a money loan is made and the borrower accepts goods or other property instead, or the lender accepts them in repayment, the amount is… Draft, not yet reviewed by the firm
Title 10: Deposit
Chapter 1: General Provisions
- §657Deposit, definitionDeposit, definition.
- §658Implied remuneration for a deposit Draft heading, not yet reviewed by the firmWhere the circumstances suggest that the depositary accepted the deposit only in return for payment, remuneration is treated as having been impliedly agreed. Draft, not yet reviewed by the firm
- §659Depositary's standard of care Draft heading, not yet reviewed by the firmA depositary taking property without payment must take the care they take in their own affairs. One taking payment must use the care and skill… Draft, not yet reviewed by the firm
- §660Depositary's unauthorised use of deposited property Draft heading, not yet reviewed by the firmIf the depositary, without the depositor's permission, uses the property, lets a third party use it, or entrusts it to a third party for safekeeping,… Draft, not yet reviewed by the firm
- §661Depositary's duty to notify of third-party claims Draft heading, not yet reviewed by the firmIf a third person claims a right over the deposited property and sues the depositary or seizes the property, the depositary must promptly notify the… Draft, not yet reviewed by the firm
- §662No early return where a time is fixed Draft heading, not yet reviewed by the firmWhere a time for returning the deposited property has been fixed, the depositary has no right to return it before that time, except in a… Draft, not yet reviewed by the firm
- §663Depositor may demand return at any time Draft heading, not yet reviewed by the firmEven if the parties have fixed a time for return, the depositary must return the deposited property whenever the depositor demands it. Draft, not yet reviewed by the firm
- §664Depositary may return property if no time fixed Draft heading, not yet reviewed by the firmWhere the parties have not fixed a time for returning the deposited property, the depositary may return it at any time. Draft, not yet reviewed by the firm
- §665To whom deposited property must be returned Draft heading, not yet reviewed by the firmThe depositary must return the property to the depositor, to the person in whose name it was deposited, or to the person the depositary has… Draft, not yet reviewed by the firm
- §666Return of fruits with deposited property Draft heading, not yet reviewed by the firmWhen returning the deposited property, the depositary must also hand over any fruits that have arisen from it. Draft, not yet reviewed by the firm
- §667Depositor bears cost of return Draft heading, not yet reviewed by the firmThe costs of returning the deposited property are borne by the depositor. Draft, not yet reviewed by the firm
- §668Reimbursement of expenses of keeping deposited property Draft heading, not yet reviewed by the firmThe depositor must reimburse the depositary for reasonable expenses of preserving the deposited property, unless the contract of deposit provides that the depositary is to… Draft, not yet reviewed by the firm
- §669When remuneration for a deposit is payable Draft heading, not yet reviewed by the firmIf neither the contract nor custom fixes when the remuneration is payable, it is payable on return of the deposited property. Where remuneration is fixed… Draft, not yet reviewed by the firm
- §670Depositary's right to retain deposited property Draft heading, not yet reviewed by the firmThe depositary may retain the deposited property until everything owed to them in connection with the deposit has been paid. Draft, not yet reviewed by the firm
- §671Time limit for claims arising from a deposit Draft heading, not yet reviewed by the firmNo action for the deposit remuneration, reimbursement of expenses, or compensation connected with the deposit may be brought after six months from the day the… Draft, not yet reviewed by the firm
Chapter 2: Special Provisions for Deposit of Money
- §672Deposit of money Draft heading, not yet reviewed by the firmWhere money is deposited, it is presumed that the depositary need not return the identical money but must return the full amount. The depositary may… Draft, not yet reviewed by the firm
- §673No early repayment of a money deposit Draft heading, not yet reviewed by the firmWhere the depositary need only return the same amount as was deposited, the depositor may not demand repayment before the agreed time, and the depositary… Draft, not yet reviewed by the firm
Chapter 3: Special Provisions for Hotelkeepers
- §674Liability of hotel keepers for guests' property Draft heading, not yet reviewed by the firmThe keeper of a hotel, inn or similar establishment is liable for any loss of or damage to property that a traveller or guest has… Draft, not yet reviewed by the firm
- §675Scope and limits of the keeper's liability Draft heading, not yet reviewed by the firmThe keeper is liable for loss or damage to guests' property even where people coming and going caused it. For money and valuables, liability is… Draft, not yet reviewed by the firm
- §676Guest's duty to report loss promptly Draft heading, not yet reviewed by the firmFor property not deposited with a declared value, the traveller or guest must notify the keeper immediately on discovering loss or damage. Otherwise the keeper… Draft, not yet reviewed by the firm
- §677Void notices excluding the keeper's liability Draft heading, not yet reviewed by the firmA notice posted in a hotel, inn or similar establishment that excludes or limits the keeper's liability is void, unless the traveller or guest has… Draft, not yet reviewed by the firm
- §678Time limit for guests' property claims Draft heading, not yet reviewed by the firmNo action for compensation for loss of or damage to a traveller's or guest's property may be brought after six months from the day that… Draft, not yet reviewed by the firm
- §679Keeper's right of retention and sale Draft heading, not yet reviewed by the firmThe keeper may retain a guest's luggage or property until everything owed for accommodation, services and sums advanced is paid. The keeper may sell it… Draft, not yet reviewed by the firm
Title 11: Suretyship
Chapter 1: General Provisions
- §680Suretyship, definitionSuretyship is a contract by which a third party (the surety) promises the creditor to pay the debtor's obligation if the debtor fails to perform.
- §681Suretyship only for valid obligations Draft heading, not yet reviewed by the firmSuretyship is valid only for an existing valid obligation. A future or conditional debt may be guaranteed, but the guarantee must specify the purpose, nature…
- §681/1Surety may not be bound as a joint debtor Draft heading, not yet reviewed by the firmAn agreement making a surety liable in the same way as, or in the capacity of, a joint debtor is void. This does not apply… Draft, not yet reviewed by the firm
- §682Surety for a surety, and co-suretiesA person may bind himself as surety for another surety. Where several people give suretyship for the same obligation, they are liable as joint debtors,…
- §683Scope of an unlimited suretyship Draft heading, not yet reviewed by the firmAn unlimited suretyship covers all interest and damages owed by the debtor, as well as all accessory obligations of the principal debt, not merely the…
- §684Surety's liability for costs of an action Draft heading, not yet reviewed by the firmThe surety is liable for the costs of an action that the debtor must pay the creditor. If the plaintiff sued without first calling on… Draft, not yet reviewed by the firm
- §685Debtor remains liable for any balance Draft heading, not yet reviewed by the firmIf, on enforcing the suretyship, the surety does not pay the debtor's whole obligation including interest, compensation and accessories, the debtor remains liable to the… Draft, not yet reviewed by the firm
- §685/1Void suretyship terms departing from mandatory rules Draft heading, not yet reviewed by the firmAny agreement on suretyship that differs from section 681 paragraphs one, two and three, or from section 686, 694, 698 or 699, is void. Draft, not yet reviewed by the firm
Chapter 2: Effects Before Performance of the Obligation
- §686Creditor's notice to the surety on default Draft heading, not yet reviewed by the firmAs amended in 2014, when a debtor defaults the creditor must give written notice to the surety within 60 days of the debtor's default. Failure…
- §687Surety need not pay before the due date Draft heading, not yet reviewed by the firmThe surety is not bound to pay before the time fixed for payment, even though the debtor can no longer rely on the benefit of… Draft, not yet reviewed by the firm
- §688Surety may require debtor to be called first Draft heading, not yet reviewed by the firmWhen the creditor demands payment from the surety, the surety may ask that the debtor be called on first, unless the debtor has been adjudged… Draft, not yet reviewed by the firm
- §689Enforcement against the debtor's property first Draft heading, not yet reviewed by the firmEven after the debtor has been called on, if the surety proves the debtor has the means to pay and that enforcing against the debtor… Draft, not yet reviewed by the firm
- §690Surety may require security held to be used first Draft heading, not yet reviewed by the firmWhere the creditor holds the debtor's property as security, the creditor must, if the surety asks, first satisfy the debt from that security. Draft, not yet reviewed by the firm
- §691Notice to surety of a reduction agreement Draft heading, not yet reviewed by the firmIf the creditor and debtor agree to reduce the guaranteed debt, the creditor must notify the surety in writing within sixty days. The surety is… Draft, not yet reviewed by the firm
- §692Interruption of prescription binds the surety Draft heading, not yet reviewed by the firmAn interruption of prescription that operates against the debtor operates against the surety as well. Draft, not yet reviewed by the firm
Chapter 3: Effects After Performance of the Obligation
- §693Surety's recourse and subrogation Draft heading, not yet reviewed by the firmA surety who has paid may claim from the debtor the principal and interest, and any loss or damage suffered because of the suretyship. The… Draft, not yet reviewed by the firm
- §694Surety may raise the debtor's defences Draft heading, not yet reviewed by the firmBesides the defences the surety has against the creditor, the surety may also raise the defences that the debtor has against the creditor. Draft, not yet reviewed by the firm
- §695Loss of recourse for failing to raise defences Draft heading, not yet reviewed by the firmA surety who fails to raise the debtor's defences loses the right of recourse to the extent of the defences not raised, unless they prove… Draft, not yet reviewed by the firm
- §696No recourse where debtor pays again unaware Draft heading, not yet reviewed by the firmA surety who paid without telling the debtor, and the debtor then paid again unaware, has no right of recourse against the debtor. The surety… Draft, not yet reviewed by the firm
- §697Surety released where creditor impairs subrogation Draft heading, not yet reviewed by the firmIf an act of the creditor prevents the surety from being subrogated, wholly or partly, to the rights, mortgages, pledges and preferential rights given to… Draft, not yet reviewed by the firm
Chapter 4: Extinguishment of Suretyship
- §698Surety released when the debt is extinguished Draft heading, not yet reviewed by the firmThe surety is released from liability at the moment the debtor's obligation is extinguished, for whatever reason. Draft, not yet reviewed by the firm
- §699Ending a continuing suretyship for the future Draft heading, not yet reviewed by the firmA surety under a suretyship for a series of connected transactions with no time limit may end it for the future by notifying the creditor.… Draft, not yet reviewed by the firm
- §700Surety released by extension of time to the debtor Draft heading, not yet reviewed by the firmAs amended in 2014, where a guaranteed debt is payable at a fixed time and the creditor grants the debtor an extension, the surety is…
- §701Surety's offer to pay at the due date Draft heading, not yet reviewed by the firmThe surety may offer to pay the creditor from the time the debt falls due. If the creditor refuses to accept payment, the surety is… Draft, not yet reviewed by the firm
Title 12: Mortgage
Chapter 1: General Provisions
- §702Mortgage, definitionA mortgage is a contract by which one person (mortgagor) assigns property to another (mortgagee) as security for an obligation, without delivering the property.
- §703Property that may be mortgaged Draft heading, not yet reviewed by the firmImmovable property of any kind may be mortgaged. Registered movables may also be mortgaged: ships of five tons and over, floating houses, beasts of burden,… Draft, not yet reviewed by the firm
- §704Mortgage contract must specify the property Draft heading, not yet reviewed by the firmA contract of mortgage must specify the property that is mortgaged. Draft, not yet reviewed by the firm
- §705Only the owner may mortgage Draft heading, not yet reviewed by the firmProperty may be mortgaged only by its owner for the time being. No one else may mortgage it. Draft, not yet reviewed by the firm
- §706Mortgage of property held subject to a condition Draft heading, not yet reviewed by the firmA person whose ownership of property is subject to a condition may mortgage the property only subject to that same condition. Draft, not yet reviewed by the firm
- §707Suretyship rule of section 681 applied to mortgage Draft heading, not yet reviewed by the firmThe provisions of section 681 on suretyship apply to mortgage, with suitable adaptation. Draft, not yet reviewed by the firm
- §708Mortgage must state a sum in Thai currency Draft heading, not yet reviewed by the firmA mortgage contract must state, in Thai currency, either the exact sum or the maximum amount for which the mortgaged property stands as security. Draft, not yet reviewed by the firm
- §709Mortgage to secure another person's debt Draft heading, not yet reviewed by the firmA person may mortgage their own property as security for an obligation that another person must perform. Draft, not yet reviewed by the firm
- §710Mortgage of several properties for one debt Draft heading, not yet reviewed by the firmSeveral properties, with one owner or several, may be mortgaged to secure a single obligation. The parties may agree that the mortgagee enforces against the… Draft, not yet reviewed by the firm
- §711Invalid advance agreement to take the mortgaged property Draft heading, not yet reviewed by the firmAn agreement made before the debt falls due that, on non-payment, the mortgagee becomes owner of the mortgaged property or deals with it otherwise than… Draft, not yet reviewed by the firm
- §712Successive mortgages of the same property Draft heading, not yet reviewed by the firmWhatever the contract says to the contrary, property mortgaged to one person may be mortgaged to another person while the earlier contract is still in… Draft, not yet reviewed by the firm
- §713Discharge of a mortgage debt by instalments Draft heading, not yet reviewed by the firmUnless the mortgage contract provides otherwise, the mortgagor may discharge the mortgage debt by instalments. Draft, not yet reviewed by the firm
- §714Mortgage, registered writing requiredA contract of mortgage must be made in writing and registered by the competent official. The requirement to state the sum secured is in Section…
- §714/1Void mortgage terms departing from mandatory rules Draft heading, not yet reviewed by the firmAny agreement relating to a mortgage that differs from section 728, 729 or 735 is void. Draft, not yet reviewed by the firm
Chapter 2: Extent of the Mortgage Right
- §715What a mortgage secures besides the debt Draft heading, not yet reviewed by the firmMortgaged property secures the performance of the obligation and also its accessories: interest, compensation for non-performance, and the costs of enforcing the mortgage. Draft, not yet reviewed by the firm
- §716Mortgage covers all the property despite part payment Draft heading, not yet reviewed by the firmA mortgage extends to all the mortgaged properties, and to the whole of each, even when part of the debt has been paid. Draft, not yet reviewed by the firm
- §717Mortgage over property divided into partsIf mortgaged property is divided into parts, the mortgage still extends to every part. With the mortgagee's consent, a part may be transferred free of… Draft, not yet reviewed by the firm
- §718Mortgage extends to things attached to the property Draft heading, not yet reviewed by the firmA mortgage extends to everything attached to the mortgaged property, subject to the limits in the three sections that follow. Draft, not yet reviewed by the firm
- §719Buildings erected on mortgaged land after the mortgage Draft heading, not yet reviewed by the firmA mortgage of land does not cover buildings the mortgagor erects after the mortgage, unless the contract says so. The mortgagee may still have the… Draft, not yet reviewed by the firm
- §720Mortgage of buildings on another person's land Draft heading, not yet reviewed by the firmA mortgage of buildings or other constructions on or under another person's land does not extend to that land, and the same holds the other… Draft, not yet reviewed by the firm
- §721Mortgage and the fruits of the property Draft heading, not yet reviewed by the firmA mortgage does not extend to the fruits of the mortgaged property, except after the mortgagee has notified the mortgagor or the transferee of an… Draft, not yet reviewed by the firm
Chapter 3: Rights and Duties of the Mortgagee and the Mortgagor
- §722Priority of a mortgage over later registered rights Draft heading, not yet reviewed by the firmIf a servitude or other real right is registered after the mortgage without the mortgagee's consent, the mortgage ranks above it. Where it prejudices the… Draft, not yet reviewed by the firm
- §723Mortgagee may enforce at once if security falls short Draft heading, not yet reviewed by the firmIf the mortgaged property is damaged, or one of the properties is lost or damaged, so the security is insufficient, the mortgagee may enforce at… Draft, not yet reviewed by the firm
- §724Mortgagor's recovery after paying another's debt Draft heading, not yet reviewed by the firmA mortgagor who mortgaged property for another's debt and pays the debt to avoid enforcement may recover that amount from the debtor. If the mortgage… Draft, not yet reviewed by the firm
- §725No recourse between mortgagors where no order specified Draft heading, not yet reviewed by the firmWhere two or more persons separately mortgaged their property for one debt of another and no order was specified, the mortgagor who paid, or whose… Draft, not yet reviewed by the firm
- §726Release of one mortgagor where an order is specified Draft heading, not yet reviewed by the firmWhere several persons separately mortgaged property for one debt of another and an order was specified, the mortgagee's release of one mortgagor discharges the later… Draft, not yet reviewed by the firm
- §727Suretyship provisions applied to a third party mortgagorSections 691, 697, 700 and 701 apply, with suitable adaptation, where a person mortgages their property as security for an obligation that another person must… Draft, not yet reviewed by the firm
- §727/1Limit on liability of a third-party mortgagor Draft heading, not yet reviewed by the firmA mortgagor who mortgages property to secure another's debt is not liable beyond the property's value when the mortgage is enforced or the property forfeited.… Draft, not yet reviewed by the firm
Chapter 4: Enforcement of Mortgage
- §728Notice before enforcing a mortgage, and the 60 day periodBefore suing to foreclose a mortgage, the mortgagee must first send the debtor a written notice to pay, and the time the notice allows must…
- §729Foreclosure instead of sale by public auctionWhen enforcing a mortgage under section 728, and no other mortgage or preferential right is registered over the property, the mortgagee may sue for foreclosure… Draft, not yet reviewed by the firm
- §729/1Mortgagor's notice requiring sale by auction Draft heading, not yet reviewed by the firmAfter the debt is due and where no other mortgage or preferential right is registered, the mortgagor may give written notice requiring the mortgagee to… Draft, not yet reviewed by the firm
- §730Ranking of several mortgagees Draft heading, not yet reviewed by the firmWhere one property is mortgaged to several mortgagees, they rank by the date and time of registration, and an earlier mortgagee is paid before a… Draft, not yet reviewed by the firm
- §731Later mortgagee may not harm an earlier one Draft heading, not yet reviewed by the firmA later mortgagee cannot enforce their right in a way that injures an earlier mortgagee. Draft, not yet reviewed by the firm
- §732Distribution of auction proceeds among mortgagees Draft heading, not yet reviewed by the firmThe net proceeds of the auction of mortgaged property are paid to the mortgagees in order of rank, and any surplus is delivered to the… Draft, not yet reviewed by the firm
- §733Mortgagee's right limited to the mortgaged propertyIf the mortgaged property is foreclosed, or sold at auction, for less than the amount outstanding, the debtor is not liable for the shortfall.
- §734Enforcement against several mortgaged properties Draft heading, not yet reviewed by the firmWhen several properties have been mortgaged to secure one and the same obligation and no order has been specified, the mortgagee may enforce his right…
- §735Notice to a transferee before enforcing a mortgage Draft heading, not yet reviewed by the firmBefore enforcing a mortgage against a transferee of the mortgaged property, the mortgagee must serve the transferee with written notice at least sixty days in… Draft, not yet reviewed by the firm
Chapter 5: Rights and Duties of the Transferee of Mortgaged Property
- §736Transferee's right to redeem the mortgage Draft heading, not yet reviewed by the firmThe transferee of mortgaged property may redeem the mortgage, provided they are not the debtor or a surety, or an heir of the debtor or… Draft, not yet reviewed by the firm
- §737Transferee's time to redeem the mortgage Draft heading, not yet reviewed by the firmThe transferee may redeem the mortgage at any time. If the mortgagee has given notice of an intention to enforce the mortgage, the transferee must… Draft, not yet reviewed by the firm
- §738Transferee's offer to redeem the mortgage Draft heading, not yet reviewed by the firmA transferee wishing to redeem must notify the principal debtor and make an offer to every registered creditor to pay a reasonable amount matching the… Draft, not yet reviewed by the firm
- §739Creditor refusing the transferee's offer Draft heading, not yet reviewed by the firmA creditor who refuses the offer must sue within one month of the offer for an order that the property be sold by auction. The… Draft, not yet reviewed by the firm
- §740Costs of the auction after a refused offer Draft heading, not yet reviewed by the firmIf the net proceeds of the auction exceed the sum the transferee offered, the transferee bears the auction costs. If they do not exceed it,… Draft, not yet reviewed by the firm
- §741Redemption once all creditors accept the offer Draft heading, not yet reviewed by the firmWhen all the creditors have accepted the offer, expressly or impliedly, the mortgage and preferential rights are removed once the transferee pays or deposits the… Draft, not yet reviewed by the firm
- §742Effect when a transferee loses the mortgaged property Draft heading, not yet reviewed by the firmIf enforcement or redemption makes a previous acquirer lose the property, the loss is not retroactive and that person's creditors' registered rights rank after those… Draft, not yet reviewed by the firm
- §743Transferee's liability for reducing the property's value Draft heading, not yet reviewed by the firmA transferee who lowers the property's value by their act or negligence, harming creditors with mortgages or preferential rights, is liable for the damage. They… Draft, not yet reviewed by the firm
Chapter 6: Extinguishment of the Contract of Mortgage
- §744How a mortgage is extinguishedA mortgage is extinguished when the secured debt ends other than by prescription, when it is released in writing, when the mortgagor is discharged, when… Draft, not yet reviewed by the firm
- §745Enforcing a mortgage after the debt is time-barred Draft heading, not yet reviewed by the firmThe mortgagee may enforce the mortgage even after the secured debt is barred by prescription, but may not enforce arrears of interest on the mortgage… Draft, not yet reviewed by the firm
- §746Registration of payments and changes to a mortgage Draft heading, not yet reviewed by the firmAny payment, whole or partial, any extinction of the debt, and any agreement changing the mortgage or the secured debt must be registered on the… Draft, not yet reviewed by the firm
Title 13: Pledge
Chapter 1: General Provisions
- §747Pledge, definitionA pledge is a contract by which a person delivers movable property to another as security for the performance of an obligation.
- §748What a pledge secures Draft heading, not yet reviewed by the firmA pledge secures performance of the obligation and its accessories: interest, compensation for non-performance, costs of enforcing the pledge, expenses of preserving the pledged property,… Draft, not yet reviewed by the firm
- §749Pledged property kept by a third person Draft heading, not yet reviewed by the firmThe parties to a pledge may agree that the pledged property is to be kept by a third person. Draft, not yet reviewed by the firm
- §750Pledge of a right represented by an instrument Draft heading, not yet reviewed by the firmIf the pledged property is a right represented by an instrument, and the instrument has not been delivered to the pledgee nor written notice of… Draft, not yet reviewed by the firm
- §751Pledge of an instrument to order Draft heading, not yet reviewed by the firmA pledge of an instrument to order cannot be set up against third persons unless the pledge is endorsed on the instrument. No notice to… Draft, not yet reviewed by the firm
- §752Pledge of a registered non-endorsable instrument Draft heading, not yet reviewed by the firmFor a pledge of an instrument issued to a named person and not transferable by endorsement, the pledge must be written on the instrument. It… Draft, not yet reviewed by the firm
- §753Pledge of named shares or debentures Draft heading, not yet reviewed by the firmA pledge of a named share or debenture certificate cannot be set up against the company or third persons unless it is entered in the… Draft, not yet reviewed by the firm
- §754Pledged right falling due before the secured debt Draft heading, not yet reviewed by the firmIf the pledged right falls due before the secured debt, its debtor must deliver the property concerned to the pledgee, and it becomes the pledge.… Draft, not yet reviewed by the firm
- §755Pledged right may not be impaired Draft heading, not yet reviewed by the firmWhere a right is pledged, it may not be extinguished or modified to the pledgee's injury without the pledgee's consent. Draft, not yet reviewed by the firm
- §756Invalid advance agreement to take the pledged property Draft heading, not yet reviewed by the firmAn agreement made before the debt falls due that, on non-payment, the pledgee becomes owner of the pledged property or deals with it otherwise than… Draft, not yet reviewed by the firm
- §757Pledges with licensed pawnbrokers Draft heading, not yet reviewed by the firmThe provisions of Title 13 apply to pledge contracts with licensed pawnbrokers only so far as they do not conflict with the laws or regulations… Draft, not yet reviewed by the firm
Chapter 2: Rights and Duties of the Pledgor and the Pledgee
- §758Pledgee's right to retain the pledged property Draft heading, not yet reviewed by the firmThe pledgee may retain all of the pledged property until the debt and its accessories have been paid in full. Draft, not yet reviewed by the firm
- §759Pledgee's duty of care Draft heading, not yet reviewed by the firmThe pledgee must keep the pledged property safe and take the care of it that a person of ordinary prudence would take of their own… Draft, not yet reviewed by the firm
- §760Pledgee's liability for unauthorised use of pledged property Draft heading, not yet reviewed by the firmIf the pledgee uses the pledged property without the pledgor's consent, or allows a third party to use it or keep it in custody, the…
- §761Application of fruits of pledged property Draft heading, not yet reviewed by the firmUnless the contract says otherwise, legal fruits from the pledged property are applied by the pledgee first to interest owed to them, and if none… Draft, not yet reviewed by the firm
- §762Pledgor reimburses preservation expenses Draft heading, not yet reviewed by the firmThe pledgor must reimburse the pledgee for reasonable expenses of preserving and maintaining the pledged property, unless the contract provides otherwise. Draft, not yet reviewed by the firm
- §763Six-month limit for pledge-related claims Draft heading, not yet reviewed by the firmThree kinds of action may not be brought after six months from return or auction of the pledged property: compensation for damage caused by the… Draft, not yet reviewed by the firm
Chapter 3: Enforcement of Pledge
- §764Enforcement of a pledgeTo enforce a pledge, the pledgee must first give the debtor written notice to pay within a reasonable time stated in it. If the debtor… Draft, not yet reviewed by the firm
- §765Sale without prior notice where notice is impracticable Draft heading, not yet reviewed by the firmIf prior notice is impracticable, the pledgee may sell the pledged property by public auction once the debt has been overdue for a month. Draft, not yet reviewed by the firm
- §766Collection of a pledged bill on maturity Draft heading, not yet reviewed by the firmThe pledgee of a bill collects payment on the bill on its due date, without needing to give prior notice. Draft, not yet reviewed by the firm
- §767Application of proceeds of enforcing a pledge Draft heading, not yet reviewed by the firmFrom the net proceeds of enforcing the pledge, the pledgee must pay the debt and accessories and return any surplus to the pledgor or the… Draft, not yet reviewed by the firm
- §768Sale of several pledged properties Draft heading, not yet reviewed by the firmWhere several properties are pledged for one debt, the pledgee may choose which of them to sell, but may not sell more than is necessary… Draft, not yet reviewed by the firm
Title 14: Warehousing
Chapter 1: General Provisions
- §770Definition of a warehouseman Draft heading, not yet reviewed by the firmA warehouseman is a person who, as part of their ordinary business, undertakes to store and keep goods for remuneration. Draft, not yet reviewed by the firm
- §771Deposit rules apply to warehouse storage Draft heading, not yet reviewed by the firmThe Code's provisions on deposit apply to storing goods in a warehouse, so far as they do not conflict with the provisions of this Title. Draft, not yet reviewed by the firm
- §772Carriage rules applied to warehouse storage Draft heading, not yet reviewed by the firmSections 616, 619, 623, 625, 630, 631 and 632 on carriage apply, with suitable adaptation, to the storage of goods in a warehouse. Draft, not yet reviewed by the firm
- §773Inspection of goods by holders of warehouse documents Draft heading, not yet reviewed by the firmThe warehouseman must allow the holder of a warehouse receipt or a warrant to inspect the goods and take samples at any reasonable time during… Draft, not yet reviewed by the firm
- §774Period for removing goods from the warehouse Draft heading, not yet reviewed by the firmThe warehouseman may not require the depositor to remove the goods before the agreed period ends. If no return time is fixed, the warehouseman may… Draft, not yet reviewed by the firm
Chapter 2: Warehouse Receipts and Pledge Warrants
- §775Warehouse receipt and warrant on the depositor's request Draft heading, not yet reviewed by the firmIf the depositor requires, the warehouseman must deliver documents taken from a register with counterfoils, consisting of one warehouse receipt and one warrant. Draft, not yet reviewed by the firm
- §776Transferring ownership by endorsing a warehouse receipt Draft heading, not yet reviewed by the firmA warehouse receipt entitles the depositor to transfer ownership of the goods to another person by endorsement. Draft, not yet reviewed by the firm
- §777Pledging goods by endorsing a warrant Draft heading, not yet reviewed by the firmA warrant entitles the depositor to pledge the goods described in it by endorsement, without delivering the goods to the endorsee. To pledge, the depositor… Draft, not yet reviewed by the firm
- §778Required particulars of warehouse documents Draft heading, not yet reviewed by the firmA warehouse receipt and warrant must carry serial numbers matching the counterfoil and be signed by the warehouseman. They must state listed particulars, including the… Draft, not yet reviewed by the firm
- §779No warehouse documents to bearer Draft heading, not yet reviewed by the firmNeither a warehouse receipt nor a warrant may be issued or endorsed to bearer. Draft, not yet reviewed by the firm
- §780Recording a warrant endorsement on the warehouse receipt Draft heading, not yet reviewed by the firmWhen the depositor endorses the warrant to a pledgee, the parties must record that endorsement on the warehouse receipt. If it is not recorded, the… Draft, not yet reviewed by the firm
- §781Recording on the warrant that the receipt is annotated Draft heading, not yet reviewed by the firmOnce the warrant is endorsed and delivered to the pledgee, the depositor and pledgee must record on the warrant that the entry required by the… Draft, not yet reviewed by the firm
- §782Pledgee's notice to the warehouseman Draft heading, not yet reviewed by the firmAfter goods are pledged and the warrant delivered, the endorsee must write to the warehouseman stating the secured debt, the interest and the due date.… Draft, not yet reviewed by the firm
- §783Dividing stored goods and reissuing documents Draft heading, not yet reviewed by the firmA holder of both the warehouse receipt and the warrant may require the warehouseman to divide the stored goods into parts and issue separate documents… Draft, not yet reviewed by the firm
- §784Transfer of ownership of stored goods Draft heading, not yet reviewed by the firmOwnership of the goods in storage may be transferred only by endorsing the warehouse receipt. Draft, not yet reviewed by the firm
- §785Pledge of stored goods Draft heading, not yet reviewed by the firmStored goods may be pledged only by endorsing the warrant. Once the warrant is endorsed, the goods may be pledged again to another person by… Draft, not yet reviewed by the firm
- §786Warehouse receipt and warrant not transferable separately Draft heading, not yet reviewed by the firmAs long as the stored goods are not pledged, the warehouse receipt and the warrant may not be transferred separately from each other. Draft, not yet reviewed by the firm
- §787Particulars on the first endorsement of a warrant Draft heading, not yet reviewed by the firmOn the first endorsement of a warrant, the amount of the debt secured by the pledge, the interest payable and the date the debt falls… Draft, not yet reviewed by the firm
- §788Removing goods against the warehouse receipt Draft heading, not yet reviewed by the firmGoods stored in a warehouse may be taken away only on surrender of the warehouse receipt. Draft, not yet reviewed by the firm
- §789Removing goods where the warrant has been pledged Draft heading, not yet reviewed by the firmIf the warrant has been detached and endorsed by way of pledge, goods can be taken only on surrender of both documents. The receipt holder… Draft, not yet reviewed by the firm
- §790Auction of pledged goods when the debt is unpaid Draft heading, not yet reviewed by the firmIf the debt secured by the pledged goods is not paid when due, the warrant holder, having duly lodged a protest, may have the warehouseman… Draft, not yet reviewed by the firm
- §791Notice to the depositor of the auction Draft heading, not yet reviewed by the firmThe holder of the warrant must give the depositor written notice of the time and place of the auction. Draft, not yet reviewed by the firm
- §792Distribution of warehouse auction proceeds Draft heading, not yet reviewed by the firmThe warehouseman deducts what is owed for storage from the net auction proceeds, then pays the warrant holder the amount due on surrender of the… Draft, not yet reviewed by the firm
- §793Insufficient auction proceeds Draft heading, not yet reviewed by the firmIf the net auction proceeds do not cover the debt due to the warrant holder, the warehouseman must return the warrant, noting on it the… Draft, not yet reviewed by the firm
- §794Warrant holder's recourse against previous endorsers Draft heading, not yet reviewed by the firmThe warrant holder may claim any unpaid balance from all or any of the previous endorsers, provided the auction took place within one month of… Draft, not yet reviewed by the firm
- §795Rules on bills applied to warehouse documents Draft heading, not yet reviewed by the firmThe Code's provisions on bills apply to warrants, and to warehouse receipts endorsed in the same manner as warrants, so far as they do not… Draft, not yet reviewed by the firm
- §796Reissue of lost warehouse documents Draft heading, not yet reviewed by the firmIf the warehouse receipt and warrant, or either of them, are lost, the holder may, on giving reasonable security, have the warehouseman issue new ones.… Draft, not yet reviewed by the firm
Title 15: Agency
Chapter 1: General Provisions
- §797Agency, definitionAgency is a contract by which one person (the agent) has authority to act on behalf of another (the principal) and agrees to do so.…
- §798Power of attorney, formPower of attorney, form.
- §799Principal bound by acts of an incapable agent Draft heading, not yet reviewed by the firmA principal who appoints an incapable person as agent is bound by the acts that agent performs. Draft, not yet reviewed by the firm
- §800Scope of an agent's special authority Draft heading, not yet reviewed by the firmAn agent with special authority may act for the principal only as far as is necessary to carry out the matters entrusted to them. Draft, not yet reviewed by the firm
- §801Scope and limits of an agent's general authority Draft heading, not yet reviewed by the firmAn agent with general authority may do all acts of management for the principal, but may not sell or mortgage immovable property, let it for… Draft, not yet reviewed by the firm
- §802Agent's authority in an emergency Draft heading, not yet reviewed by the firmIn an emergency, to protect the principal from loss, the agent is presumed to have authority to do whatever a person of ordinary prudence would… Draft, not yet reviewed by the firm
- §803Agent's entitlement to remuneration Draft heading, not yet reviewed by the firmAn agent is not entitled to remuneration unless the contract provides for it, or it is implied from the parties' course of dealing, or it… Draft, not yet reviewed by the firm
- §804Several agents appointed in one contract Draft heading, not yet reviewed by the firmWhere one principal appoints several agents in one contract for the same matter, it is presumed that the agents cannot act separately from one another. Draft, not yet reviewed by the firm
- §805Agent dealing with themselves Draft heading, not yet reviewed by the firmWithout the principal's consent, an agent may not enter into a juristic act in the principal's name with themselves, whether in their own name or… Draft, not yet reviewed by the firm
- §806Undisclosed principal and third party rights Draft heading, not yet reviewed by the firmAn undisclosed principal may reveal themselves and take over any contract the agent made on their behalf. But a principal who allowed the agent to… Draft, not yet reviewed by the firm
Chapter 2: Duties and Liability of the Agent towards the Principal
- §807Agent's duty to follow instructionsThe agent must act according to the express or implied directions of the principal. Where there are no directions, the agent must pursue the accustomed…
- §808Agent must act personally Draft heading, not yet reviewed by the firmAn agent must act personally, unless they have authority to act through a subagent. Draft, not yet reviewed by the firm
- §809Agent's duty to inform and account Draft heading, not yet reviewed by the firmWhen the principal wishes to know how the entrusted matter is progressing, the agent must inform them at any reasonable time. Once the agency has… Draft, not yet reviewed by the firm
- §810Agent must hand over money, property and rightsEverything the agent receives in connection with the agency, whether money or other property, must be handed over to the principal in full. Rights the… Draft, not yet reviewed by the firm
- §811Interest on money the agent uses Draft heading, not yet reviewed by the firmIf an agent uses for their own benefit money that should have been handed to the principal or used for the principal's affairs, the agent… Draft, not yet reviewed by the firm
- §812Agent's liability for loss Draft heading, not yet reviewed by the firmAn agent is liable for any damage caused by their negligence, by failing to perform the agency, or by acting without authority or beyond their… Draft, not yet reviewed by the firm
- §813Liability for a subagent named by the principal Draft heading, not yet reviewed by the firmWhere the principal named the subagent, the agent who appoints them is liable only if they knew the subagent was unfit or untrustworthy and neither… Draft, not yet reviewed by the firm
- §814Direct liability between subagent and principal Draft heading, not yet reviewed by the firmA subagent is directly liable to the principal, and the principal is likewise directly liable to the subagent. Draft, not yet reviewed by the firm
Chapter 3: Duties and Liability of the Principal towards the Agent
- §815Principal's advance of funds to agent Draft heading, not yet reviewed by the firmIf the agent so requires, the principal must advance to the agent the sums necessary for carrying out the matters entrusted to the agent. Draft, not yet reviewed by the firm
- §816Agent's right to reimbursement and indemnity Draft heading, not yet reviewed by the firmAn agent who reasonably and necessarily advances money, spends, or takes on an obligation in carrying out the task may claim reimbursement with interest, or… Draft, not yet reviewed by the firm
- §817When the agent's remuneration is payable Draft heading, not yet reviewed by the firmWhere remuneration is payable to an agent, then unless the parties agree otherwise, it is to be paid only after the agency has come to… Draft, not yet reviewed by the firm
- §818No remuneration for misconducted work Draft heading, not yet reviewed by the firmAn agent has no right to remuneration for that part of their duties which they have performed improperly. Draft, not yet reviewed by the firm
- §819Agent's right of retention Draft heading, not yet reviewed by the firmAn agent may retain any of the principal's property that is in their possession because of the agency, until they have been paid everything owed… Draft, not yet reviewed by the firm
Chapter 4: Liability of the Principal and the Agent towards Third Persons
- §820Principal's liability to third partiesThe principal is bound to third persons by the acts which the agent, or a subagent, has done within the scope of the authority conferred…
- §821Ostensible (apparent) agencyA person who holds out another as his agent, or knowingly allows another to hold himself out as agent, is liable to good-faith third parties…
- §822Acts beyond authority that appear authorised Draft heading, not yet reviewed by the firmWhere an agent exceeds their authority but the principal's conduct gave the third person reasonable grounds to believe the act was within that authority, the… Draft, not yet reviewed by the firm
- §823Acts without or beyond authority: ratification Draft heading, not yet reviewed by the firmAn act done by an agent without or beyond authority does not bind the principal unless the principal ratifies it. Without ratification, the agent is… Draft, not yet reviewed by the firm
- §824Agent for a principal abroad Draft heading, not yet reviewed by the firmAn agent who contracts for a principal who is abroad and domiciled abroad is personally liable under the contract, even if the principal's name has… Draft, not yet reviewed by the firm
- §825Contract made for the agent's private gain Draft heading, not yet reviewed by the firmA principal is not bound by a contract the agent made in consideration of property or another advantage that the third person gave or promised… Draft, not yet reviewed by the firm
Chapter 5: Extinguishment of the Contract of Agency
- §826Ending of agency Draft heading, not yet reviewed by the firmAn agency ends when the principal revokes it or the agent renounces it. It also ends when either party dies, becomes incapacitated or is bankrupt,… Draft, not yet reviewed by the firm
- §827Revocation or renunciation at any time Draft heading, not yet reviewed by the firmThe principal may revoke the agency and the agent may renounce it at any time. A party who does so at a time inconvenient to… Draft, not yet reviewed by the firm
- §828Agent's duty after the principal's death or incapacity Draft heading, not yet reviewed by the firmWhen the agency ends through the principal's death, incapacity or bankruptcy, the agent must take every reasonable step to protect the interests entrusted to them… Draft, not yet reviewed by the firm
- §829Duty after the agent's death or incapacity Draft heading, not yet reviewed by the firmWhen the agency ends through the agent's death, incapacity or bankruptcy, the agent's heir or the person lawfully in charge of the estate must notify… Draft, not yet reviewed by the firm
- §830Notice of the ending of agency Draft heading, not yet reviewed by the firmA cause ending an agency, whether it arises from the principal or the agent, cannot be set up against the other party until that party… Draft, not yet reviewed by the firm
- §831Ending of agency and third parties in good faith Draft heading, not yet reviewed by the firmThe ending of an agency cannot be set up against a third person acting in good faith, unless that person was unaware of it because… Draft, not yet reviewed by the firm
- §832Return of the written authority Draft heading, not yet reviewed by the firmWhen the agency ends, the principal is entitled to demand that any written authority given to the agent be surrendered. Draft, not yet reviewed by the firm
Chapter 6: Commission Agents
- §833Definition of commission agent Draft heading, not yet reviewed by the firmA commission agent is a person who, in the course of their business, buys or sells property, or undertakes other commercial transactions, in their own… Draft, not yet reviewed by the firm
- §834Commission agent's remuneration Draft heading, not yet reviewed by the firmUnless otherwise agreed, a commission agent is entitled to remuneration at the customary rate for every commercial transaction they have brought to conclusion. Draft, not yet reviewed by the firm
- §835Application of agency rules to commission agents Draft heading, not yet reviewed by the firmThe Code's provisions on agency also apply to commission agents, so far as they do not conflict with the provisions of this Chapter. Draft, not yet reviewed by the firm
- §836Incapacitated person as commission agent Draft heading, not yet reviewed by the firmAn incapacitated person cannot act as a commission agent unless they are duly authorised to do so. Draft, not yet reviewed by the firm
- §837Commission agent's rights and obligations to the other party Draft heading, not yet reviewed by the firmWhen a commission agent sells, buys or conducts another commercial transaction on account of the principal, the agent acquires rights against the other party to… Draft, not yet reviewed by the firm
- §838Commission agent and the other party's default Draft heading, not yet reviewed by the firmIf the other party fails to perform, the commission agent is not personally liable to the principal for that performance, unless the contract, the parties'… Draft, not yet reviewed by the firm
- §839Sale or purchase at a worse price than directed Draft heading, not yet reviewed by the firmIf a commission agent sells for less, or buys for more, than the price the principal set, but the agent makes up the difference themselves,… Draft, not yet reviewed by the firm
- §840Sale or purchase at a better price than directed Draft heading, not yet reviewed by the firmIf a commission agent sells for more, or buys for less, than the price the principal set, the agent cannot keep the benefit for themselves… Draft, not yet reviewed by the firm
- §841Commission agent's duty to report Draft heading, not yet reviewed by the firmA commission agent must report to the principal on what they have done and, once the commission is carried out, must inform the principal without… Draft, not yet reviewed by the firm
- §842Property entrusted to a commission agent Draft heading, not yet reviewed by the firmThe Code's provisions on deposit apply, with the necessary adjustments, to property entrusted to a commission agent. In a case of unavoidable necessity, the agent… Draft, not yet reviewed by the firm
- §843Commission agent as buyer or seller of quoted goods Draft heading, not yet reviewed by the firmA commission agent ordered to buy or sell property with an exchange quotation may be the buyer or seller themselves unless the contract expressly forbids… Draft, not yet reviewed by the firm
- §844Effect of transactions between principal and commission agent Draft heading, not yet reviewed by the firmAs between the principal and the commission agent, a transaction the agent concluded has the same effect as if it had been concluded directly in… Draft, not yet reviewed by the firm
Title 16: Brokerage
- §845Conditions for a broker's commission Draft heading, not yet reviewed by the firmA person who agrees to pay a broker for pointing out an opportunity to contract, or for arranging a contract, owes the commission only if… Draft, not yet reviewed by the firm
- §846Implied agreement on a broker's commission Draft heading, not yet reviewed by the firmIf the circumstances show that the business entrusted to a broker would be expected to be done only for a fee, a commission is taken… Draft, not yet reviewed by the firm
- §847Broker acting against their engagement Draft heading, not yet reviewed by the firmA broker has no right to remuneration or to reimbursement of expenses if, contrary to their engagement, they also act for the third party, or… Draft, not yet reviewed by the firm
- §848Broker not liable for performance Draft heading, not yet reviewed by the firmA broker is not liable for performance of a contract made through their mediation, unless they did not tell one party the name of the… Draft, not yet reviewed by the firm
- §849Broker's authority to receive payment Draft heading, not yet reviewed by the firmFor payments or other performance due under the contract, a broker is presumed to have no authority to receive them on behalf of the contracting… Draft, not yet reviewed by the firm
Title 17: Compromise
- §850Compromise, definitionCompromise, definition.
- §851Written evidence of a compromise Draft heading, not yet reviewed by the firmA compromise cannot be enforced by legal action unless there is written evidence signed by the party who is to be liable, or by that… Draft, not yet reviewed by the firm
- §852Compromise, effect on the partiesA compromise extinguishes the claims each party has given up and secures to each party the rights the compromise declares to be theirs.
Title 18: Gaming and Wagering
- §853Gambling and betting create no debt Draft heading, not yet reviewed by the firmGambling or betting creates no obligation, and what was given for it cannot be reclaimed on the ground that no debt existed. The same applies… Draft, not yet reviewed by the firm
- §854Lotteries and rafflesIssuing a lottery or raffle creates a binding contract only where the Government has authorised or ratified that particular issue. In all other cases the… Draft, not yet reviewed by the firm
- §855Documents given for gambling debts are invalid Draft heading, not yet reviewed by the firmSubject to sections 312 and 916, any bill or other document given for money won by gambling or betting, or to repay money borrowed for… Draft, not yet reviewed by the firm
Title 19: Current Account
- §856Current account (compte courant), definitionA current account contract is an agreement by which two persons agree that all or part of the debts arising from their dealings shall be…
- §857Bills entered in a current account Draft heading, not yet reviewed by the firmA bill entered as an item in a current account is presumed to be entered on condition that it will be paid. If the bill… Draft, not yet reviewed by the firm
- §858Default period for settling a current account Draft heading, not yet reviewed by the firmIf the parties have not fixed how often the current account is to be settled, the period is taken to be six months. Draft, not yet reviewed by the firm
- §859Termination of a current account contract Draft heading, not yet reviewed by the firmEither party may terminate the current account contract and require the account to be settled at any time, unless something appears to the contrary. Draft, not yet reviewed by the firm
- §860Interest on the current account balance Draft heading, not yet reviewed by the firmIf the balance remaining on the settled account is not paid, interest is charged on it from the day the account was settled. Draft, not yet reviewed by the firm
Title 20: Insurance
Chapter 1: General Provisions
- §861Insurance, definitionInsurance, definition.
- §862Insurance definitions: insurer, insured, beneficiary Draft heading, not yet reviewed by the firmFor this Title, the insurer is the party who agrees to pay compensation or a sum of money. The insured is the party who agrees… Draft, not yet reviewed by the firm
- §863Insurance, insurable interest requiredInsurance, insurable interest required.
- §864Premium reduction when a risk ceases Draft heading, not yet reviewed by the firmWhere the parties took a particular risk into account in fixing the premium and that risk no longer exists, the insured is entitled from then… Draft, not yet reviewed by the firm
- §865Non-disclosure or false statement by the insured Draft heading, not yet reviewed by the firmIf the insured, or in life insurance the person whose life or death is insured, knowingly withholds a true fact or states it falsely, where… Draft, not yet reviewed by the firm
- §866Insurer's knowledge of the true facts Draft heading, not yet reviewed by the firmIf the insurer knew the true fact referred to in section 865, or knew the statement was false, or would have known with the care… Draft, not yet reviewed by the firm
- §867Written evidence and contents of an insurance policy Draft heading, not yet reviewed by the firmAn insurance contract is not enforceable unless evidenced in writing signed by the party liable or their agent. The insurer must also deliver an insurance…
- §868Marine insurance governed by maritime law Draft heading, not yet reviewed by the firmContracts of marine insurance are governed by the provisions of maritime law.
Chapter 2: Indemnity Insurance
Part 1: General Provisions
- §869Meaning of loss in non-life insurance Draft heading, not yet reviewed by the firmIn this Chapter, "loss" covers any damage whatsoever that can be estimated in money. Draft, not yet reviewed by the firm
- §870Several insurances on the same loss Draft heading, not yet reviewed by the firmWhere several insurances cover the same loss and together exceed the actual loss, the beneficiary receives compensation only up to the actual loss, shared among… Draft, not yet reviewed by the firm
- §871Release of one of several insurers Draft heading, not yet reviewed by the firmWhere several insurances exist, whether made together or in succession, a release of rights against one insurer does not affect the rights and duties of… Draft, not yet reviewed by the firm
- §872Cancellation before the risk begins Draft heading, not yet reviewed by the firmThe insured may cancel the insurance contract before the risk begins, but the insurer is then entitled to half of the premium. Draft, not yet reviewed by the firm
- §873Reduction of the insurable interest Draft heading, not yet reviewed by the firmIf the insurable interest decreases substantially during the contract, the insured is entitled to a reduction of both the sum insured and the premium. The… Draft, not yet reviewed by the firm
- §874Agreed value of the insurable interest Draft heading, not yet reviewed by the firmWhere the parties fixed the value of the insurable interest, the insurer may reduce the compensation only by proving that the agreed value was substantially… Draft, not yet reviewed by the firm
- §875Transfer of the insured property Draft heading, not yet reviewed by the firmIf the insured property passes by will or by operation of law, the rights under the insurance pass with it. Unless the contract says otherwise,… Draft, not yet reviewed by the firm
- §876Bankruptcy of the insurer or the insured Draft heading, not yet reviewed by the firmIf the insurer is adjudged bankrupt, the insured may demand adequate security or cancel the contract. The same applies, as far as suitable, if the… Draft, not yet reviewed by the firm
- §877Compensation the insurer must pay Draft heading, not yet reviewed by the firmThe insurer must pay for the actual loss, for damage to the insured property caused by reasonable steps to avert the loss, and for reasonable… Draft, not yet reviewed by the firm
- §878Cost of valuing the loss Draft heading, not yet reviewed by the firmThe costs of valuing the loss must be borne by the insurer. Draft, not yet reviewed by the firm
- §879Insurer's non-liability for dishonesty and inherent defect Draft heading, not yet reviewed by the firmThe insurer is not liable where the loss or specified event was caused by the dishonesty or gross negligence of the insured or the beneficiary.… Draft, not yet reviewed by the firm
- §880Subrogation of insurerSubrogation of insurer.
- §881Notice of loss to the insurer Draft heading, not yet reviewed by the firmWhen a loss occurs through an insured risk, the insured or beneficiary must notify the insurer without delay on becoming aware of it. Otherwise the… Draft, not yet reviewed by the firm
- §882Limitation of actions on non-life insurance Draft heading, not yet reviewed by the firmNo action for compensation may be brought after two years from the date of the loss. No action for payment or return of premium may… Draft, not yet reviewed by the firm
Part 2: Special Provisions for Insurance of Carriage
- §883Insurance of goods in carriage: scope of cover Draft heading, not yet reviewed by the firmInsurance on carriage covers every loss that may occur to the goods from the time the carrier receives them until delivery to the consignee. Compensation… Draft, not yet reviewed by the firm
- §884Insurable interest in goods in transit Draft heading, not yet reviewed by the firmFor goods insured in transit, the insurable interest includes their value where and when the carrier received them, plus freight to the place of delivery… Draft, not yet reviewed by the firm
- §885Interrupted or altered carriage Draft heading, not yet reviewed by the firmAn insurance contract on carriage remains valid even if the carriage is temporarily interrupted, or if the route or method of carriage is changed of… Draft, not yet reviewed by the firm
- §886Extra contents of a carriage insurance policy Draft heading, not yet reviewed by the firmBesides the particulars required by section 867, a policy of insurance on carriage must state the route and method of carriage, the carrier's name or… Draft, not yet reviewed by the firm
Part 3: Liability Insurance
- §887Liability insurance, definition and direct actionLiability insurance (ประกันภัยค้ำจุน) is insurance under which the insurer agrees to indemnify the insured for damages the insured must pay to a third party. The…
- §888Insured's liability for the balance after judgment Draft heading, not yet reviewed by the firmIf compensation paid by the insurer under a judgment does not cover the whole loss, the insured remains liable for the shortfall, unless the injured… Draft, not yet reviewed by the firm
Chapter 3: Life Insurance
- §889Life insurance defined Draft heading, not yet reviewed by the firmUnder a contract of life insurance, payment of the sum of money depends on a person's survival or death. Draft, not yet reviewed by the firm
- §890Manner of paying the life insurance sum Draft heading, not yet reviewed by the firmThe sum payable may be paid as a single amount or as an annuity, as the parties agree. Draft, not yet reviewed by the firm
- §891Transfer of the benefit of a life policy Draft heading, not yet reviewed by the firmEven if the insured is not the beneficiary, the insured may transfer the benefit of the contract to another person, unless the policy has been… Draft, not yet reviewed by the firm
- §892Surrender value on avoidance Draft heading, not yet reviewed by the firmWhere the contract is avoided under section 865, the insurer must return the surrender value of the policy to the insured or the insured's heirs. Draft, not yet reviewed by the firm
- §893Misstatement of age in life insurance Draft heading, not yet reviewed by the firmIf the age of the person insured was misstated so that the premium was fixed too low, the sum payable is reduced proportionately. But if… Draft, not yet reviewed by the firm
- §894Cancelling a life policy by stopping premiums Draft heading, not yet reviewed by the firmThe insured may cancel the contract at any time by ceasing to pay premiums. If premiums have been paid for at least three years, the… Draft, not yet reviewed by the firm
- §895Insurer's duty on death and its exceptions Draft heading, not yet reviewed by the firmWhere a sum is payable on a person's death, the insurer must pay it when the death occurs, except where the person voluntarily took their… Draft, not yet reviewed by the firm
- §896Death caused by a third person Draft heading, not yet reviewed by the firmWhere death is caused by a third person's fault, the insurer cannot claim compensation from that person. The deceased's heirs keep their right to compensation… Draft, not yet reviewed by the firm
- §897Life insurance sum and the insured's estate Draft heading, not yet reviewed by the firmIf the insurance names no one and provides for payment to the insured's heirs, the sum forms part of the estate and creditors may reach… Draft, not yet reviewed by the firm
Title 21: Bills
Chapter 1: General Provisions
- §898Bill of exchange, definitionBills under the Code are of three kinds: bills of exchange, promissory notes and cheques.
- §899Unprovided statements on a bill have no effect Draft heading, not yet reviewed by the firmAny statement written on a bill that is not provided for in this Title has no effect whatever on that bill. Draft, not yet reviewed by the firm
- §900Liability of signatories to negotiable instrumentsAny person who signs a negotiable instrument is liable according to its tenor. A mark (such as a cross or a fingerprint) purporting to be…
- §901Liability of a person who signs a bill Draft heading, not yet reviewed by the firmA person who signs their name on a bill without stating that they act on behalf of another is personally liable according to the terms… Draft, not yet reviewed by the firm
- §902Invalid signatures do not affect other signatories Draft heading, not yet reviewed by the firmWhere a bill bears several signatures and some signatories cannot be parties to it at all, or only with limited effect, the other signatories remain… Draft, not yet reviewed by the firm
- §903No days of grace Draft heading, not yet reviewed by the firmIn making payment on a bill, no days of grace are allowed. Draft, not yet reviewed by the firm
- §904Holder of a negotiable instrument, definitionA 'holder' of a negotiable instrument means the person who has possession of it as payee or as endorsee; in the case of a bearer…
- §905Lawful holder of a bill Draft heading, not yet reviewed by the firmA person in possession of a bill who shows title by an unbroken series of endorsements is the lawful holder, even if the last endorsement… Draft, not yet reviewed by the firm
- §906Meaning of previous parties Draft heading, not yet reviewed by the firmThe term previous parties includes the drawer or issuer of the bill and the earlier endorsers. Draft, not yet reviewed by the firm
- §907Allonge for further endorsements Draft heading, not yet reviewed by the firmWhen a bill has no room for further endorsements, a sheet of paper called an allonge may be attached and forms part of the bill.… Draft, not yet reviewed by the firm
Chapter 2: Bills of Exchange
Part 1: Issue and Endorsement of Bills of Exchange
- §908Definition of a bill of exchange Draft heading, not yet reviewed by the firmA bill of exchange is a written instrument in which one person, the drawer, orders another, the drawee, to pay a sum of money to… Draft, not yet reviewed by the firm
- §909Required contents of a bill of exchange Draft heading, not yet reviewed by the firmA bill of exchange must contain eight items: the word bill of exchange, an unconditional order to pay a fixed sum, the drawee's name, the… Draft, not yet reviewed by the firm
- §910Bills lacking required items Draft heading, not yet reviewed by the firmAn instrument lacking the required items is not a valid bill of exchange, with exceptions: no stated time means payable on sight, no place of… Draft, not yet reviewed by the firm
- §911Interest on a bill of exchange Draft heading, not yet reviewed by the firmThe drawer may state that the sum payable carries interest. In that case, unless stated otherwise, interest runs from the date written on the bill. Draft, not yet reviewed by the firm
- §912Bill payable to drawer's own order Draft heading, not yet reviewed by the firmA bill of exchange may be drawn payable to the drawer's own order. It may also be drawn on the drawer themselves, or drawn for… Draft, not yet reviewed by the firm
- §913Due date of a bill of exchange Draft heading, not yet reviewed by the firmThe due date of a bill of exchange is one of four kinds: a fixed day, a stated period after the date on the bill,… Draft, not yet reviewed by the firm
- §914Drawer's and endorser's undertaking Draft heading, not yet reviewed by the firmBy drawing or endorsing a bill, a person promises that when properly presented it will be accepted and paid. If it is dishonoured by non-acceptance… Draft, not yet reviewed by the firm
- §915Clauses excluding liability or waiving duties Draft heading, not yet reviewed by the firmThe drawer or any endorser may expressly write on the bill a clause excluding or limiting their own liability to the holder, or a clause… Draft, not yet reviewed by the firm
- §916Defences against the holder Draft heading, not yet reviewed by the firmA person sued on a bill cannot defend against the holder with defences based on their personal dealings with the drawer or with earlier holders,… Draft, not yet reviewed by the firm
- §917Transfer of bills and the not negotiable clause Draft heading, not yet reviewed by the firmEvery bill of exchange can be transferred by endorsement and delivery. If the drawer writes on its face that it is not transferable, it passes… Draft, not yet reviewed by the firm
- §918Transfer of a bearer bill Draft heading, not yet reviewed by the firmA bill of exchange payable to bearer is transferred by delivery alone. Draft, not yet reviewed by the firm
- §919Form of endorsement Draft heading, not yet reviewed by the firmAn endorsement must be written on the bill or an allonge and signed by the endorser. It is valid even if it names no beneficiary,… Draft, not yet reviewed by the firm
- §920Effect of endorsement and options on a blank endorsement Draft heading, not yet reviewed by the firmAn endorsement transfers all rights arising from the bill. Where it is in blank, the holder may fill in the blank with their own or… Draft, not yet reviewed by the firm
- §921Endorsement of a bearer bill Draft heading, not yet reviewed by the firmAn endorsement of a bill of exchange payable to bearer operates only as a guarantee (aval) for the drawer. Draft, not yet reviewed by the firm
- §922Endorsements must be unconditional Draft heading, not yet reviewed by the firmAn endorsement must be unconditional, and any condition attached is treated as not written. An endorsement transferring only part of the bill is void. Draft, not yet reviewed by the firm
- §923Endorsement prohibiting further endorsement Draft heading, not yet reviewed by the firmAn endorser who writes a prohibition on further endorsement is not liable to persons to whom the bill is later endorsed. Draft, not yet reviewed by the firm
- §924Endorsement after the time for protest Draft heading, not yet reviewed by the firmIf a bill is endorsed after the time for protest for non-acceptance or non-payment, the endorsee acquires the drawee's acceptance rights and recourse against later… Draft, not yet reviewed by the firm
- §925Endorsement for collection or as agent Draft heading, not yet reviewed by the firmWhere an endorsement says value for collection, for collection, or as agent, or uses similar wording, the holder may exercise all rights on the bill… Draft, not yet reviewed by the firm
- §926Endorsement as security or pledge Draft heading, not yet reviewed by the firmWhere an endorsement says value as security, pledge, or similar wording, the holder may exercise all rights on the bill. If the holder endorses it,… Draft, not yet reviewed by the firm
Part 2: Acceptance
- §927Presentation for acceptance Draft heading, not yet reviewed by the firmA bill may be presented to the drawee at the drawee's residence for acceptance at any time until it falls due, by the holder or… Draft, not yet reviewed by the firm
- §928Time to present a bill payable after sight Draft heading, not yet reviewed by the firmThe holder of a bill payable a stated period after sight must present it for acceptance within six months of the date on the bill,… Draft, not yet reviewed by the firm
- §929Immediate presentation and protest for non-acceptance Draft heading, not yet reviewed by the firmSubject to section 927, the holder may present the bill to the drawee for acceptance at once. If the drawee does not accept within twenty-four… Draft, not yet reviewed by the firm
- §930Holder need not leave the bill with the drawee Draft heading, not yet reviewed by the firmOn presenting a bill for acceptance, the holder need not leave it with the drawee. The drawee may require a second presentation on the next… Draft, not yet reviewed by the firm
- §931Form of acceptance Draft heading, not yet reviewed by the firmAcceptance is made by writing on the face of the bill words such as accepted, or similar words, with the drawee's signature. The drawee's signature… Draft, not yet reviewed by the firm
- §932Dating a bill or acceptance Draft heading, not yet reviewed by the firmWhere a bill payable a period after its date is undated, or one payable after sight has an undated acceptance, the holder may insert the… Draft, not yet reviewed by the firm
- §933Date of an undated acceptance Draft heading, not yet reviewed by the firmIf an acceptance is undated, the last day of the period allowed for acceptance is taken as the date of acceptance. Draft, not yet reviewed by the firm
- §934Cancelling an acceptance Draft heading, not yet reviewed by the firmIf the drawee writes an acceptance and strikes it out before the bill leaves their hands, acceptance is treated as refused. But if the drawee… Draft, not yet reviewed by the firm
- §935General and qualified acceptance Draft heading, not yet reviewed by the firmAcceptance is either general or qualified. General acceptance agrees to the drawer's order without alteration. Acceptance is qualified if it is conditional or accepts only… Draft, not yet reviewed by the firm
- §936Effect of a qualified acceptance Draft heading, not yet reviewed by the firmThe holder may refuse a qualified acceptance and treat the bill as dishonoured. If the holder takes it without authority from the drawer or endorsers,… Draft, not yet reviewed by the firm
- §937Drawee's liability after acceptance Draft heading, not yet reviewed by the firmA drawee who has accepted a bill is bound to pay the accepted amount according to the terms of the acceptance. Draft, not yet reviewed by the firm
Part 3: Aval
- §938Aval: guaranteeing payment of a bill Draft heading, not yet reviewed by the firmPayment of a bill of exchange, in whole or in part, may be guaranteed by a guarantor, which is called an aval. The aval may… Draft, not yet reviewed by the firm
- §939Form of an aval Draft heading, not yet reviewed by the firmAn aval is given by writing on the bill or an allonge, using words such as valid as aval, with the guarantor's signature. A signature… Draft, not yet reviewed by the firm
- §940Guarantor's liability on an aval Draft heading, not yet reviewed by the firmA guarantor under an aval is bound in the same way as the person guaranteed. The aval stays valid even if that person's liability fails… Draft, not yet reviewed by the firm
Part 4: Payment
- §941Payment on the due date Draft heading, not yet reviewed by the firmA bill of exchange is payable on its due date, and on that day the holder must present it for payment. Draft, not yet reviewed by the firm
- §942No compulsion to accept early payment Draft heading, not yet reviewed by the firmA holder cannot be compelled to accept payment before the bill falls due. A drawee who pays before the due date does so at their… Draft, not yet reviewed by the firm
- §943Due date of a bill payable after sight Draft heading, not yet reviewed by the firmFor a bill payable a period after sight, the due date is counted from the date of acceptance, or from the protest. If the acceptance… Draft, not yet reviewed by the firm
- §944Bill payable at sight Draft heading, not yet reviewed by the firmA bill payable at sight is payable on the day it is presented, and it must be presented within the time required for presenting for… Draft, not yet reviewed by the firm
- §945Surrender of the bill on payment Draft heading, not yet reviewed by the firmPayment can be demanded only on surrender of the bill. The person paying may require the holder to sign a receipt on the bill. Draft, not yet reviewed by the firm
- §946Partial payment of a bill Draft heading, not yet reviewed by the firmIf only part of the sum is offered, the holder may refuse it. If the holder accepts a partial payment, they must note it on… Draft, not yet reviewed by the firm
- §947Deposit by the acceptor Draft heading, not yet reviewed by the firmIf a bill is not presented for payment on its due date, the acceptor may discharge their liability by depositing the amount owing on the… Draft, not yet reviewed by the firm
- §948Extension of time given to the drawee Draft heading, not yet reviewed by the firmIf the holder grants the drawee extra time, the holder loses the right of recourse against earlier parties who did not agree to the extension. Draft, not yet reviewed by the firm
- §949Discharge of the person who pays at maturity Draft heading, not yet reviewed by the firmSubject to section 1009, a person who pays at maturity is discharged, unless they acted fraudulently or with gross negligence. They must prove that the… Draft, not yet reviewed by the firm
Part 5: Intervention
(1) Acceptance for Honour
- §951Acceptance by intervention: when allowed Draft heading, not yet reviewed by the firmAcceptance by intervention is possible wherever the holder has a right of recourse before maturity on a bill that can be accepted. The holder may… Draft, not yet reviewed by the firm
- §952Form of acceptance by intervention Draft heading, not yet reviewed by the firmAcceptance by intervention is made by writing on the bill and signing it as intervener. It must state for whom it is made. If not… Draft, not yet reviewed by the firm
- §953Liability of an acceptor by intervention Draft heading, not yet reviewed by the firmAn acceptor by intervention is liable to the holder and to endorsers after the party for whom they intervened, in the same way as that… Draft, not yet reviewed by the firm
(2) Payment for Honour
- §954Payment by intervention: when allowed Draft heading, not yet reviewed by the firmPayment by intervention is possible wherever the holder has recourse at or before maturity. It must be made at the latest on the day after… Draft, not yet reviewed by the firm
- §955Presentation to the referee or acceptor by intervention Draft heading, not yet reviewed by the firmWhere a bill was accepted by intervention or a person was named for need, the holder must present it to that person at the place… Draft, not yet reviewed by the firm
- §956Amount of payment by intervention Draft heading, not yet reviewed by the firmPayment by intervention for a party must be the full amount that party would owe, apart from the discount deduction under section 968 (4). A… Draft, not yet reviewed by the firm
- §957Receipt for payment by intervention Draft heading, not yet reviewed by the firmPayment by intervention must be evidenced by a receipt written on the bill stating for whom it was paid. If not stated, it is taken… Draft, not yet reviewed by the firm
- §958Rights of the person who pays by intervention Draft heading, not yet reviewed by the firmA person who pays by intervention takes over the holder's rights against the party paid for and those liable to that party, but cannot endorse… Draft, not yet reviewed by the firm
Part 6: Right of Recourse for Dishonour by Non-Acceptance or Non-Payment
- §959Holder's right of recourse Draft heading, not yet reviewed by the firmThe holder may have recourse against endorsers, the drawer and others liable on the bill when it is not paid at maturity. Recourse is available… Draft, not yet reviewed by the firm
- §960Protest for non-acceptance or non-payment Draft heading, not yet reviewed by the firmNon-acceptance or non-payment must be formally evidenced by a protest. A protest for non-payment is made on the due day or within three days after… Draft, not yet reviewed by the firm
- §961Who makes a protest Draft heading, not yet reviewed by the firmA protest is made by the district chief or the district chief's deputy, or by a lawyer licensed for this purpose. The Minister of Justice… Draft, not yet reviewed by the firm
- §962Contents of a protest Draft heading, not yet reviewed by the firmA protest must give the maker's name, position and signature, a verbatim copy of the bill and endorsements, the parties' names, the ground for protest,… Draft, not yet reviewed by the firm
- §963Notice of dishonour to previous parties Draft heading, not yet reviewed by the firmThe holder must notify the next endorser and the drawer of non-acceptance or non-payment within four days after the protest. Each endorser must pass notice… Draft, not yet reviewed by the firm
- §964Clause dispensing with protest Draft heading, not yet reviewed by the firmThe drawer or an endorser may write a clause such as no protest, releasing the holder from protesting in order to keep recourse. It does… Draft, not yet reviewed by the firm
- §965Drawee's own written refusal on a domestic bill Draft heading, not yet reviewed by the firmFor a domestic bill, if the drawee writes a signed and dated refusal to accept or pay on the bill, no protest is needed. The… Draft, not yet reviewed by the firm
- §966Contents of a notice of dishonour Draft heading, not yet reviewed by the firmA notice of dishonour must state the date of the bill, the names of the drawer and drawee, the amount, the due date, the holder's… Draft, not yet reviewed by the firm
- §967Joint liability of parties to a bill Draft heading, not yet reviewed by the firmThe drawer, acceptor, endorsers and guarantors under an aval are jointly liable to the holder, who may sue them singly or together, without following the… Draft, not yet reviewed by the firm
- §968What the holder may claim on recourse Draft heading, not yet reviewed by the firmOn recourse the holder may claim the amount of the unaccepted or unpaid bill, with agreed interest, interest at five percent a year from the… Draft, not yet reviewed by the firm
- §969What a party who pays may claim Draft heading, not yet reviewed by the firmA party who takes up and pays a bill may claim from those liable to them the full sum paid, interest on it at five… Draft, not yet reviewed by the firm
- §970Surrender of the bill to a party who pays Draft heading, not yet reviewed by the firmA party who is, or may be, liable to recourse may pay and demand surrender of the bill, the protest and the receipted account. An… Draft, not yet reviewed by the firm
- §971No recourse against a party already liable to oneself Draft heading, not yet reviewed by the firmA drawer, acceptor or earlier endorser who has endorsed or transferred the bill has no right of recourse against a party to whom they were… Draft, not yet reviewed by the firm
- §972Recourse after partial acceptance Draft heading, not yet reviewed by the firmAfter partial acceptance, a party who pays the unaccepted part may require that payment to be noted on the bill and a receipt given. The… Draft, not yet reviewed by the firm
- §973Loss of recourse on expiry of time limits Draft heading, not yet reviewed by the firmOnce the time limits for presenting a sight bill, for protest, or for presentation under a no protest clause have passed, the holder loses recourse… Draft, not yet reviewed by the firm
- §974Unavoidable obstacles to presentation or protest Draft heading, not yet reviewed by the firmIf unavoidable necessity prevents presentation or protest in time, the time is extended. The holder must promptly notify the next endorser and note it on… Draft, not yet reviewed by the firm
Part 7: Bills of Exchange in a Set
- §975Bills issued in sets Draft heading, not yet reviewed by the firmA bill, other than a bearer bill, may be issued in two or more numbered counterparts forming a set. If they are not numbered, each… Draft, not yet reviewed by the firm
- §976Endorsing several counterparts to different persons Draft heading, not yet reviewed by the firmIf a holder of a set endorses two or more counterparts to different persons, the holder is liable on every such counterpart, and later endorsers… Draft, not yet reviewed by the firm
- §977Counterparts held by different lawful holders Draft heading, not yet reviewed by the firmIf counterparts from one set pass to different lawful holders, the one who acquired title first is the true owner of the bill. This does… Draft, not yet reviewed by the firm
- §978Acceptance on one counterpart Draft heading, not yet reviewed by the firmAcceptance may be written on any one counterpart and on only one. If the drawee accepts more than one and these reach different lawful holders,… Draft, not yet reviewed by the firm
- §979Payment without recovering the accepted counterpart Draft heading, not yet reviewed by the firmIf the acceptor of a bill issued in a set pays without requiring surrender of the counterpart bearing their acceptance, and at maturity that counterpart… Draft, not yet reviewed by the firm
- §980Discharge of a set Draft heading, not yet reviewed by the firmSubject to the preceding provisions, if one counterpart of a bill issued in a set is discharged by payment or otherwise, the whole set is… Draft, not yet reviewed by the firm
- §981Sending a counterpart for acceptance Draft heading, not yet reviewed by the firmA party who sends one counterpart for acceptance must note on another counterpart who holds it, and that person must surrender it to the lawful… Draft, not yet reviewed by the firm
Chapter 3: Promissory Notes
- §982Definition of a promissory noteA promissory note is a written instrument by which one person, the maker, promises to pay a sum of money to another person, the payee,…
- §983Required particulars of a promissory noteThis section lists the seven particulars a promissory note must contain: the words promissory note, an unconditional promise to pay a certain sum, the date…
- §984Effect of omitting a required particularAn instrument lacking any particular required by Section 983 is not valid as a promissory note, but four omissions are cured by this section instead.…
- §985Application of bill of exchange rules to promissory notes Draft heading, not yet reviewed by the firmThe listed provisions on bills of exchange apply to promissory notes so far as consistent with their nature. For a promissory note issued abroad, sections… Draft, not yet reviewed by the firm
- §986Liability of the maker of a promissory note Draft heading, not yet reviewed by the firmThe maker of a promissory note is bound in the same way as the acceptor of a bill of exchange. A note payable after sight… Draft, not yet reviewed by the firm
Chapter 4: Cheques
- §987Cheque, definitionCheque, definition.
- §988Required contents of a cheque Draft heading, not yet reviewed by the firmA cheque must contain seven items: the word cheque, an unconditional order to pay a fixed sum, the name and office of the bank, the… Draft, not yet reviewed by the firm
- §989Bill of exchange rules applied to cheques Draft heading, not yet reviewed by the firmThe listed provisions on bills of exchange apply to cheques so far as consistent with their nature. For a cheque issued abroad, section 924, sections… Draft, not yet reviewed by the firm
- §990Time to present a cheque for payment Draft heading, not yet reviewed by the firmA cheque must be presented to the bank within one month of issue if payable in the town of issue, or within three months if… Draft, not yet reviewed by the firm
- §991Bank's duty to pay a cheque Draft heading, not yet reviewed by the firmA bank must pay a cheque drawn on it by its customer, except where the customer's account has insufficient funds, the cheque is presented more… Draft, not yet reviewed by the firm
- §992Ending of the bank's duty and authority to pay Draft heading, not yet reviewed by the firmA bank's duty and authority to pay a cheque drawn on it end when it receives a stop payment notice, when it learns the drawer… Draft, not yet reviewed by the firm
- §993Bank's certification of a cheque Draft heading, not yet reviewed by the firmIf a bank signs a statement on a cheque such as good for payment, it becomes primarily liable to pay the holder. If the holder… Draft, not yet reviewed by the firm
- §994General and special crossing of cheques Draft heading, not yet reviewed by the firmA cheque with two parallel lines across its face, with or without the words and company, is crossed generally and may be paid only to… Draft, not yet reviewed by the firm
- §995Who may cross a cheque and how Draft heading, not yet reviewed by the firmAn uncrossed cheque may be crossed, generally or specially, by the drawer or any holder. A holder may turn a general crossing into a special… Draft, not yet reviewed by the firm
- §996Crossing as a material part of a cheque Draft heading, not yet reviewed by the firmA crossing on a cheque, as permitted by the preceding section, is a material part of the cheque. It is not lawful for anyone to… Draft, not yet reviewed by the firm
- §997Bank's liability for paying a crossed cheque wrongly Draft heading, not yet reviewed by the firmA bank must refuse a cheque crossed specially to more than one bank, unless one is a collecting agent. A bank paying contrary to the… Draft, not yet reviewed by the firm
- §998Effect of paying a crossed cheque properly Draft heading, not yet reviewed by the firmWhere a bank on which a crossed cheque is drawn pays it in good faith and without negligence, that is to say, if it is…
- §999Crossed cheque marked not negotiable Draft heading, not yet reviewed by the firmA person who takes a crossed cheque bearing the words "not negotiable" has no better right in it than the person from whom they took… Draft, not yet reviewed by the firm
- §1000Collecting bank's protection for crossed cheques Draft heading, not yet reviewed by the firmA bank that in good faith and without negligence collects for a customer a cheque crossed generally or crossed specially to that bank, where the…
Chapter 5: Prescription
- §1001Three-year limitation on claims against an acceptor or makerNo action against the acceptor of a bill of exchange, or against the maker of a promissory note, may be brought after three years from…
- §1002Time limit for suing endorsers and drawer Draft heading, not yet reviewed by the firmA holder may not sue the endorsers or the drawer of a bill after one year from the date entered in a protest made in… Draft, not yet reviewed by the firm
- §1003Time limit for recourse actions between endorsers Draft heading, not yet reviewed by the firmEndorsers suing one another, or the drawer, may not bring the action after six months. The six months run from the day the endorser took… Draft, not yet reviewed by the firm
- §1004Interruption of prescription affects only one party Draft heading, not yet reviewed by the firmWhere prescription is interrupted by an act done to one party to a bill, the interruption takes effect only as regards that party. Draft, not yet reviewed by the firm
- §1005Original obligation survives loss of rights on a bill Draft heading, not yet reviewed by the firmWhere a bill was made, transferred or endorsed for an existing debt and the rights on the bill are lost through prescription or failure to… Draft, not yet reviewed by the firm
Chapter 6: Forged, Stolen and Lost Bills
- §1006Effect of a forged signature on other signatures Draft heading, not yet reviewed by the firmA forged signature on a bill does not affect the validity of the other signatures on that bill. Draft, not yet reviewed by the firm
- §1007Material alteration of a bill Draft heading, not yet reviewed by the firmA bill materially altered without the assent of all parties liable on it is avoided, except against the party who made or assented to the… Draft, not yet reviewed by the firm
- §1008Forged or unauthorised signatures are inoperative Draft heading, not yet reviewed by the firmSubject to the Code, a forged signature, or one placed without the authority of the person it purports to be, is wholly inoperative. No right… Draft, not yet reviewed by the firm
- §1009Bank paying on a forged endorsement Draft heading, not yet reviewed by the firmA bank that pays a bill payable to order on demand in the ordinary course, in good faith and without negligence, need not prove that… Draft, not yet reviewed by the firm
- §1010Notice of a lost or stolen bill Draft heading, not yet reviewed by the firmA holder of a lost or stolen bill who learns of it must at once give written notice to the issuer, drawee, referee in case… Draft, not yet reviewed by the firm
- §1011Duplicate of a bill lost before maturity Draft heading, not yet reviewed by the firmWhere a bill is lost before it is overdue, the person who was the holder of it may apply to the drawer to give him…
Title 22: Partnerships and Companies
Chapter 1: General Provisions
- §1012Partnership / company contract, definitionTwo or more persons may enter into a contract to combine resources for a common undertaking and share the profits resulting from it.
- §1013Three kinds of partnership and company Draft heading, not yet reviewed by the firmPartnerships and companies are of three kinds: ordinary partnerships, limited partnerships and limited companies. Draft, not yet reviewed by the firm
- §1014Registration offices for partnerships and companies Draft heading, not yet reviewed by the firmThe offices for registering partnerships and companies are established by regulations issued by the Minister responsible for their registration. Draft, not yet reviewed by the firm
- §1015Acquisition of juristic personalityAcquisition of juristic personality.
- §1016Place of registration for partnerships and companies Draft heading, not yet reviewed by the firmRegistration of a partnership or company, later alteration of registered particulars and other registrations required under Title XXII must be made at the registration office… Draft, not yet reviewed by the firm
- §1017Time for registration of foreign-origin information Draft heading, not yet reviewed by the firmWhere a statement or information needed for registration or publication arises abroad, the period for registering or publishing begins when it reaches the head office… Draft, not yet reviewed by the firm
- §1018Fees payable on registration Draft heading, not yet reviewed by the firmFees must be paid for registration at the rates set by the regulations issued by the competent Minister. Draft, not yet reviewed by the firm
- §1019Registrar's power to refuse incomplete registration Draft heading, not yet reviewed by the firmThe Registrar may decline to register if an application or document lacks required particulars, contains particulars contrary to law, lacks documents that must accompany it,… Draft, not yet reviewed by the firm
- §1020Inspection of registry documents and registration certificates Draft heading, not yet reviewed by the firmAnyone who pays the fee set by ministerial regulation may inspect documents kept by the Registrar, or ask for a certified copy or extract. A… Draft, not yet reviewed by the firm
- §1020/1Ministerial power to set, reduce or waive fees Draft heading, not yet reviewed by the firmThe Minister may issue ministerial regulations setting, reducing or waiving the fees under sections 1018 and 1020. Such a regulation may set different fees according… Draft, not yet reviewed by the firm
- §1021Periodic publication of registered entries Draft heading, not yet reviewed by the firmEvery Registrar must prepare a summary of the entries made in the register and have it published in the Government Gazette from time to time,… Draft, not yet reviewed by the firm
- §1022Published entries are deemed known to all Draft heading, not yet reviewed by the firmOnce the summary is published, the registered documents and matters it mentions are deemed known to everyone, whether or not they are connected with the… Draft, not yet reviewed by the firm
- §1023Effect of non-registration against third persons Draft heading, not yet reviewed by the firmUntil registration is made, partners, the partnership or the company cannot take advantage against third persons of agreements, documents or particulars that must be registered,… Draft, not yet reviewed by the firm
- §1023/1Section 1023 and good-faith third parties Draft heading, not yet reviewed by the firmA partnership or company may not rely on section 1023 against a third person acting in good faith to avoid liability by claiming that a… Draft, not yet reviewed by the firm
- §1024Partnership books as evidence between members Draft heading, not yet reviewed by the firmAs between partners, shareholders, and a partnership or company and its partners or shareholders, the books, accounts and documents of the partnership or company, or… Draft, not yet reviewed by the firm
Chapter 2: Ordinary Partnerships
Part 2: Relations among the Partners
- §1026Contribution required from every partner Draft heading, not yet reviewed by the firmEvery partner must bring some contribution to the partnership. The contribution may be money, other property or personal labour. Draft, not yet reviewed by the firm
- §1027Presumption of equal value of contributions Draft heading, not yet reviewed by the firmWhere there is doubt, the contributions made by the partners are presumed to be of equal value. Draft, not yet reviewed by the firm
- §1028Profit share of a partner contributing only labour Draft heading, not yet reviewed by the firmWhere a partner contributes only personal labour and the partnership contract does not value it, that partner's share of profit is taken to equal the… Draft, not yet reviewed by the firm
- §1029Contribution by allowing use of property Draft heading, not yet reviewed by the firmWhere a partner contributes the use of property, the relations between that partner and the partnership on delivery and repair, liability for defects, liability for… Draft, not yet reviewed by the firm
- §1030Contribution by transferring ownership of property Draft heading, not yet reviewed by the firmWhere a partner contributes ownership of property, the relations between that partner and the partnership on delivery and repair, liability for defects, liability for eviction… Draft, not yet reviewed by the firm
- §1031Partner who fails to deliver a contribution Draft heading, not yet reviewed by the firmIf a partner wholly fails to deliver their contribution, notice by registered post must be sent requiring delivery within a reasonable time. Failing that, the… Draft, not yet reviewed by the firm
- §1032Changing the partnership contract or business Draft heading, not yet reviewed by the firmThe original partnership contract or the kind of business may not be changed except with the consent of all the partners, unless they have agreed… Draft, not yet reviewed by the firm
- §1033Management where partners have not agreed Draft heading, not yet reviewed by the firmIf the partners have not agreed how to manage the partnership, each partner may manage it and each is treated as a managing partner. No… Draft, not yet reviewed by the firm
- §1034One vote per partner where majority rule is agreed Draft heading, not yet reviewed by the firmIf the partners agree that the partnership's business is decided by a majority, each partner has one vote, regardless of how large or small their… Draft, not yet reviewed by the firm
- §1035Management by several managing partners Draft heading, not yet reviewed by the firmWhere several managing partners are agreed on, each may manage the partnership, but none may do anything to which another managing partner objects. Draft, not yet reviewed by the firm
- §1036Removal of a managing partner Draft heading, not yet reviewed by the firmA managing partner may be removed from the position only with the consent of all the other partners, unless they have agreed otherwise. Draft, not yet reviewed by the firm
- §1037Non-managing partners' right to information and inspection Draft heading, not yet reviewed by the firmEven where one or more partners have been agreed on as managers, every other partner may at any time ask about the partnership's affairs. They… Draft, not yet reviewed by the firm
- §1038Ban on competing business by a partner Draft heading, not yet reviewed by the firmA partner may not, for themselves or others, carry on a business of the same nature that competes with the partnership without the other partners'… Draft, not yet reviewed by the firm
- §1039Standard of care in managing the partnership Draft heading, not yet reviewed by the firmA partner must manage the partnership's business with as much care as they would take over their own business. Draft, not yet reviewed by the firm
- §1040Introducing a new partner Draft heading, not yet reviewed by the firmNo other person may be introduced as a partner in the partnership without the consent of all the partners, unless they have agreed otherwise. Draft, not yet reviewed by the firm
- §1041Transfer of profit share to an outsider Draft heading, not yet reviewed by the firmIf a partner transfers all or part of their share of the partnership's profits to an outsider without the other partners' consent, the outsider does… Draft, not yet reviewed by the firm
- §1042Managing partners' relations with other partners Draft heading, not yet reviewed by the firmThe relations between the managing partners and the other partners are governed by the Code's provisions on agency. Draft, not yet reviewed by the firm
- §1043Acting outside one's management role Draft heading, not yet reviewed by the firmWhere a non-managing partner takes part in managing the partnership, or a managing partner acts beyond their authority, the Code's provisions on management of affairs… Draft, not yet reviewed by the firm
- §1044Shares of profit and loss follow contributions Draft heading, not yet reviewed by the firmEach partner's share of the profits and of the losses is in proportion to their contribution. Draft, not yet reviewed by the firm
- §1045Share fixed only as to profits or only as to lossesWhere a partner's share is fixed for only one of profit or loss, it is presumed to be the same proportion for both. This applies… Draft, not yet reviewed by the firm
- §1046No remuneration for managing the partnership Draft heading, not yet reviewed by the firmNo partner is entitled to remuneration for managing the partnership's business, unless the partners have agreed otherwise. Draft, not yet reviewed by the firm
- §1047Former partner's name in the firm name Draft heading, not yet reviewed by the firmIf the name of a partner who has left continues to be used in the name of the partnership, that former partner may demand that… Draft, not yet reviewed by the firm
- §1048Partner's claim in transactions not in their name Draft heading, not yet reviewed by the firmA partner may claim their share from the other partners even in a business transaction in which their own name does not appear. Draft, not yet reviewed by the firm
Part 3: Relations between the Partners and Third Persons
- §1049Partner's rights against third persons when unnamed Draft heading, not yet reviewed by the firmA partner cannot claim any right against third persons in a business transaction in which their own name does not appear. Draft, not yet reviewed by the firm
- §1050Partners bound by ordinary business acts Draft heading, not yet reviewed by the firmEvery partner is bound by anything one partner does in the ordinary course of the partnership's business. All the partners are jointly liable, without limit,… Draft, not yet reviewed by the firm
- §1051Liability of a retired partner Draft heading, not yet reviewed by the firmA partner who has left the partnership remains liable for debts the partnership incurred before they left. Draft, not yet reviewed by the firm
- §1052Liability of a newly joined partner Draft heading, not yet reviewed by the firmA person who joins a partnership as a partner is also liable for any debts the partnership incurred before they joined. Draft, not yet reviewed by the firm
- §1053Limits on a partner's authority in an unregistered partnership Draft heading, not yet reviewed by the firmIn an unregistered partnership, a restriction on one partner's power to bind the other partners has no effect against third persons. Draft, not yet reviewed by the firm
- §1054Liability of a person held out as a partner Draft heading, not yet reviewed by the firmA person who represents themselves as a partner by words, writing or conduct, allows their name to be used in the firm name, or knowingly… Draft, not yet reviewed by the firm
Part 4: Dissolution and Liquidation of Ordinary Partnerships
- §1055Grounds for dissolution of an ordinary partnership Draft heading, not yet reviewed by the firmAn ordinary partnership is dissolved on any ground the contract provides, on expiry of a fixed period, on completion of a single undertaking, on a… Draft, not yet reviewed by the firm
- §1056Notice to dissolve a partnership of indefinite duration Draft heading, not yet reviewed by the firmA partnership formed for no fixed period can be ended only by a partner giving notice, effective at the end of the partnership's financial year.… Draft, not yet reviewed by the firm
- §1057Dissolution of an ordinary partnership by the court Draft heading, not yet reviewed by the firmOn a partner's application the court may dissolve an ordinary partnership where another partner wilfully or through gross negligence breaches an essential obligation, where the… Draft, not yet reviewed by the firm
- §1058Expulsion of a partner instead of dissolution Draft heading, not yet reviewed by the firmWhere an event concerning one partner would entitle the others to seek dissolution under section 1057 or 1067, the court may, on their application, order… Draft, not yet reviewed by the firm
- §1059Partnership continuing after the agreed period ends Draft heading, not yet reviewed by the firmIf the agreed period ends and the partners, or those who managed during it, carry on the business without settling accounts or liquidating, they are… Draft, not yet reviewed by the firm
- §1060Partnership continuing after a partner ceases to be a memberWhere a partnership is dissolved by a partner's notice, or by a partner's death, bankruptcy or incapacity (section 1055, items 4 and 5), the remaining… Draft, not yet reviewed by the firm
- §1061Liquidation after dissolution and appointment of liquidators Draft heading, not yet reviewed by the firmAfter dissolution a partnership must be liquidated, unless the partners agree another way to deal with its property or it is adjudged bankrupt. Where a… Draft, not yet reviewed by the firm
- §1062Order of payment in liquidation Draft heading, not yet reviewed by the firmLiquidation follows this order: debts owed to third persons are paid first, then advances and expenses the partners spent on the business are reimbursed, then… Draft, not yet reviewed by the firm
- §1063Shortfall in liquidation treated as a loss Draft heading, not yet reviewed by the firmIf, after paying third-party debts and reimbursing advances and expenses, the remaining assets cannot return the partners' contributions in full, the shortfall is a loss… Draft, not yet reviewed by the firm
Part 5: Registration of Ordinary Partnerships
- §1064Registering an ordinary partnership Draft heading, not yet reviewed by the firmAn ordinary partnership may be registered. The entry states the firm name, objects, head office and branches, each partner's name, address and occupation, any restricted… Draft, not yet reviewed by the firm
- §1064/1Resignation of a managing partner in a registered partnership Draft heading, not yet reviewed by the firmA managing partner of a registered partnership resigns by giving a resignation letter to another managing partner, effective when it reaches them. If there is… Draft, not yet reviewed by the firm
- §1064/2Registering a change of managing partner Draft heading, not yet reviewed by the firmWhen the managing partner changes, the registered partnership must register the change within fourteen days from the date of the change. Draft, not yet reviewed by the firm
- §1065Partner's benefit from rights acquired by a registered partnership Draft heading, not yet reviewed by the firmA partner may take advantage against third persons of any right the registered partnership has acquired, even in a transaction where the partner's own name… Draft, not yet reviewed by the firm
- §1066Ban on competing business in a registered partnership Draft heading, not yet reviewed by the firmA partner may not carry on a competing business, for themselves or others, or become an unlimited-liability partner in a competing partnership, without all other… Draft, not yet reviewed by the firm
- §1067Remedy for breach of the ban on competition Draft heading, not yet reviewed by the firmIf a partner breaches the preceding section, the registered partnership may claim all profits the partner made or compensation for its loss, but not after… Draft, not yet reviewed by the firm
- §1068Two-year limit on a former partner's liability Draft heading, not yet reviewed by the firmIn a registered partnership, a partner's liability for debts the partnership incurred before they left is limited to two years from the time they left. Draft, not yet reviewed by the firm
- §1069Bankruptcy as a ground for dissolving a registered partnership Draft heading, not yet reviewed by the firmBesides the grounds in section 1055, a registered partnership is dissolved when it becomes bankrupt. Draft, not yet reviewed by the firm
- §1070Creditor's claim against any partner of a registered partnership Draft heading, not yet reviewed by the firmWhen a registered partnership defaults on a debt, its creditor may demand payment from any one of the partners. Draft, not yet reviewed by the firm
- §1071Court may require partnership assets to be used first Draft heading, not yet reviewed by the firmIn the case of section 1070, if the partner proves that the partnership's assets can pay all or part of the debt and that enforcing… Draft, not yet reviewed by the firm
- §1072Rights of a partner's personal creditors Draft heading, not yet reviewed by the firmWhile a registered partnership is not dissolved, a partner's personal creditors can claim only the profits or sums the partnership owes that partner. After dissolution,… Draft, not yet reviewed by the firm
Part 6: Amalgamation of Registered Partnerships
- §1073Amalgamation of registered partnerships Draft heading, not yet reviewed by the firmOne registered partnership may amalgamate with another registered partnership with the consent of all the partners, unless they have agreed otherwise. Draft, not yet reviewed by the firm
- §1074Notice to creditors before an amalgamation Draft heading, not yet reviewed by the firmA registered partnership resolved to amalgamate must publish in a local newspaper at least twice and notify its known creditors, who may object within three… Draft, not yet reviewed by the firm
- §1075Registering an amalgamation Draft heading, not yet reviewed by the firmAfter the amalgamation, each partnership has a duty to register the amalgamation as a new partnership. Draft, not yet reviewed by the firm
- §1076Rights and liabilities of the amalgamated partnership Draft heading, not yet reviewed by the firmThe new partnership takes all the rights and is subject to all the liabilities of the former partnerships that were amalgamated. Draft, not yet reviewed by the firm
Chapter 3: Limited Partnerships
- §1077Limited partnership defined Draft heading, not yet reviewed by the firmA limited partnership has two kinds of partner: one or more whose liability is limited to the amount they undertake to contribute, and one or… Draft, not yet reviewed by the firm
- §1078Registering a limited partnership Draft heading, not yet reviewed by the firmA limited partnership must be registered. The entry states the firm name, that it is a limited partnership and its objects, offices, the details of… Draft, not yet reviewed by the firm
- §1078/1Resignation of a managing partner in a limited partnership Draft heading, not yet reviewed by the firmA managing partner resigns by giving a resignation letter to another managing partner, effective when it reaches them. If there is only one, they notify… Draft, not yet reviewed by the firm
- §1078/2Limited partnership: change of managing partner Draft heading, not yet reviewed by the firmWhen the managing partner changes, the limited partnership must register the change within fourteen days from the date of the change. Draft, not yet reviewed by the firm
- §1079Unregistered limited partnership treated as ordinary Draft heading, not yet reviewed by the firmUntil a limited partnership is registered, it is deemed an ordinary partnership in which all partners are jointly liable, without limit, for all its debts,… Draft, not yet reviewed by the firm
- §1080Ordinary partnership rules applied to limited partnerships Draft heading, not yet reviewed by the firmThe rules on ordinary partnerships apply to limited partnerships so far as this Chapter does not exclude or modify them. Where there are several unlimited-liability… Draft, not yet reviewed by the firm
- §1081Limited partners' names in the firm name Draft heading, not yet reviewed by the firmThe name of a partner with limited liability must not be included in the firm name of the partnership. Draft, not yet reviewed by the firm
- §1082Limited partner's name in the firm name Draft heading, not yet reviewed by the firmA limited partner who expressly or impliedly consents to their name being used in the firm name is liable to third persons as if they… Draft, not yet reviewed by the firm
- §1083Form of a limited partner's contribution Draft heading, not yet reviewed by the firmThe contribution of a partner with limited liability must be made in money or other property. Draft, not yet reviewed by the firm
- §1084Limits on dividends and interest paid to limited partners Draft heading, not yet reviewed by the firmDividends or interest may be paid to limited partners only out of the partnership's trading profits, and not until capital lost through trading losses has… Draft, not yet reviewed by the firm
- §1085Liability for contribution stated above registered amount Draft heading, not yet reviewed by the firmIf a limited partner tells third persons, by letter, notice or otherwise, that they have contributed more than the registered amount, they are liable up… Draft, not yet reviewed by the firm
- §1086Effect of agreements to alter a limited partner's contribution Draft heading, not yet reviewed by the firmAn agreement among the partners to change the kind of a limited partner's contribution, or to reduce it, has no effect on third persons until… Draft, not yet reviewed by the firm
- §1087Management reserved to unlimited partners Draft heading, not yet reviewed by the firmA limited partnership must be managed only by partners with unlimited liability. Draft, not yet reviewed by the firm
- §1088Limited partner interfering in management Draft heading, not yet reviewed by the firmA limited partner who interferes in managing the partnership becomes jointly liable, without limit, for all its debts. Giving opinions or advice, or voting on… Draft, not yet reviewed by the firm
- §1089Limited partner as liquidator Draft heading, not yet reviewed by the firmA partner with limited liability may be appointed as a liquidator of the partnership. Draft, not yet reviewed by the firm
- §1090Limited partner's freedom to carry on business Draft heading, not yet reviewed by the firmA limited partner may carry on any business, for themselves or for third persons, and is not prohibited even if the business is of the… Draft, not yet reviewed by the firm
- §1091Transfer of a limited partner's share Draft heading, not yet reviewed by the firmA partner with limited liability may transfer their share without the consent of the other partners. Draft, not yet reviewed by the firm
- §1092Limited partner's death, bankruptcy or incapacity Draft heading, not yet reviewed by the firmUnless the contract provides otherwise, the death, bankruptcy or incapacity of a limited partner does not cause the limited partnership to be dissolved. Draft, not yet reviewed by the firm
- §1093Heirs of a deceased limited partner Draft heading, not yet reviewed by the firmWhen a limited partner dies, their heirs become partners in their place, unless the contract provides otherwise. Draft, not yet reviewed by the firm
- §1094Bankrupt limited partner's share Draft heading, not yet reviewed by the firmIf a limited partner becomes bankrupt, their share in the partnership must be sold as an asset of the bankruptcy estate. Draft, not yet reviewed by the firm
- §1095Creditors' claims against limited partners Draft heading, not yet reviewed by the firmWhile a limited partnership is not dissolved, its creditors cannot sue limited partners. After dissolution they may sue a limited partner up to the unpaid… Draft, not yet reviewed by the firm
Chapter 4: Limited Companies
Part 1: Nature and Formation of Limited Companies
- §1096Limited company, definitionA limited company is a company formed with capital divided into shares of equal value, where each shareholder's liability is limited to the unpaid amount…
- §1097Forming a limited company Draft heading, not yet reviewed by the firmAny two or more persons may promote and form a limited company. They do so by subscribing their names to a memorandum and otherwise complying… Draft, not yet reviewed by the firm
- §1098Contents of the memorandum of a limited company Draft heading, not yet reviewed by the firmThe memorandum must state the proposed company's name, ending with "limited", where its registered office will be, its objects, that shareholders' liability is limited, the… Draft, not yet reviewed by the firm
- §1099Execution and lodging of the memorandum Draft heading, not yet reviewed by the firmThe memorandum is made in at least two originals, signed by all promoters with two witnesses, and one copy is lodged for registration. It ceases… Draft, not yet reviewed by the firm
- §1100Each promoter must subscribe for a share Draft heading, not yet reviewed by the firmEvery promoter must subscribe for at least one share. Draft, not yet reviewed by the firm
- §1101Unlimited liability of directors Draft heading, not yet reviewed by the firmThe directors of a limited company may have unlimited liability, in which case this must be stated in the memorandum. A director's unlimited liability ends… Draft, not yet reviewed by the firm
- §1102Ban on public invitation to subscribe for shares Draft heading, not yet reviewed by the firmNo invitation may be made to the public to subscribe for shares. Draft, not yet reviewed by the firm
- §1103This section has been repealed.
- §1104Subscription of all shares before registration Draft heading, not yet reviewed by the firmAll the shares with which the company proposes to be registered must be subscribed or allotted before the company is registered. Draft, not yet reviewed by the firm
- §1105Issue price and first payment on shares Draft heading, not yet reviewed by the firmShares may not be issued below their nominal value. They may be issued above it if the memorandum allows, with the excess paid together with… Draft, not yet reviewed by the firm
- §1106Effect of subscribing for shares Draft heading, not yet reviewed by the firmA person who subscribes for shares is bound, on condition that the company is formed, to pay the company the amount of those shares in… Draft, not yet reviewed by the firm
- §1107Statutory meeting and statutory report Draft heading, not yet reviewed by the firmOnce all shares payable in money are subscribed, the promoters must promptly call a statutory meeting of subscribers. They must send each subscriber a certified… Draft, not yet reviewed by the firm
- §1108Business of the statutory meeting Draft heading, not yet reviewed by the firmThe statutory meeting adopts the company's regulations, ratifies the promoters' contracts and expenses, fixes any payment to promoters and the number and rights of preference… Draft, not yet reviewed by the firm
- §1109Voting at the statutory meeting Draft heading, not yet reviewed by the firmA promoter or subscriber with a special interest in a question cannot vote on it. A resolution is valid only if passed by a majority… Draft, not yet reviewed by the firm
- §1110Handover to directors and first call on shares Draft heading, not yet reviewed by the firmAfter the statutory meeting, the promoters hand over all the business to the directors. The directors then call on promoters and subscribers to pay, on… Draft, not yet reviewed by the firm
- §1111Application to register a company and the particulars enteredOnce the sums under section 1110 are paid, the directors must apply to register the company. The application and register entry state, as agreed at… Draft, not yet reviewed by the firm
- §1111/1Same-day registration of memorandum and company Draft heading, not yet reviewed by the firmThe directors may register the memorandum and the company together on the same day the promoters make the memorandum, if on that day all shares… Draft, not yet reviewed by the firm
- §1112Failure to register within three months Draft heading, not yet reviewed by the firmIf registration does not occur within three months of the statutory meeting, the company is not formed and money received from subscribers must be repaid… Draft, not yet reviewed by the firm
- §1113Promoters' liability for unapproved obligations Draft heading, not yet reviewed by the firmPromoters are jointly liable without limit for all obligations and payments the statutory meeting has not approved. Even if approved, they remain so liable until… Draft, not yet reviewed by the firm
- §1114No cancelling a subscription after registration Draft heading, not yet reviewed by the firmAfter the company is registered, a subscriber cannot ask the court to cancel their subscription on the ground of mistake, duress or fraud. Draft, not yet reviewed by the firm
- §1115Company name identical or similar to another Draft heading, not yet reviewed by the firmIf a company's name is identical to a registered company's name, or so similar that it is likely to deceive the public, any interested person… Draft, not yet reviewed by the firm
- §1116Copies of a company's memorandum and regulations Draft heading, not yet reviewed by the firmAny interested person may obtain from a company a copy of its memorandum and regulations. The company may charge a sum not exceeding ten baht… Draft, not yet reviewed by the firm
Part 2: Shares and Shareholders
- §1117Minimum value of a share Draft heading, not yet reviewed by the firmThe value of a share may not be less than five baht. Draft, not yet reviewed by the firm
- §1118Indivisibility and joint holding of shares Draft heading, not yet reviewed by the firmA share cannot be divided. If two or more persons hold one share together, they must appoint one of them to exercise the shareholder's rights,… Draft, not yet reviewed by the firm
- §1119Shares to be paid in money, no set-offEvery share must be paid up in full in money, except shares issued under section 1108 item (5) or section 1221. When paying for shares,… Draft, not yet reviewed by the firm
- §1120Directors' calls on unpaid share money Draft heading, not yet reviewed by the firmUnless a general meeting decides otherwise, the directors may at any time call on shareholders to pay the money still due on their shares. Draft, not yet reviewed by the firm
- §1121Notice required for a call on shares Draft heading, not yet reviewed by the firmEach call on shares requires at least twenty-one days' notice by registered post. Every shareholder must then pay the amount called to the person, at… Draft, not yet reviewed by the firm
- §1122Interest on late payment of a call Draft heading, not yet reviewed by the firmA shareholder who does not pay a call on the day fixed must pay interest from the day fixed for payment until payment is actually… Draft, not yet reviewed by the firm
- §1123Notice to a shareholder who fails to pay Draft heading, not yet reviewed by the firmIf a shareholder fails to pay a call on time, the directors may send a registered letter requiring payment with interest. It must give a… Draft, not yet reviewed by the firm
- §1124Forfeiture of shares Draft heading, not yet reviewed by the firmWhere the notice mentioned forfeiture, the directors may declare the shares forfeited at any time while the call and interest remain unpaid. Draft, not yet reviewed by the firm
- §1125Sale of forfeited shares Draft heading, not yet reviewed by the firmForfeited shares must be sold promptly by auction. The proceeds are applied to the call and interest owed, and any surplus must be returned to… Draft, not yet reviewed by the firm
- §1126Irregular forfeiture does not affect a buyer's title Draft heading, not yet reviewed by the firmThe purchaser's title to a forfeited share is not affected by any irregularity in the forfeiture and sale proceedings. Draft, not yet reviewed by the firm
- §1127Delivery of share certificates Draft heading, not yet reviewed by the firmThe company must deliver a certificate to each shareholder for the shares they hold. The directors may charge a fee for delivery, which must not… Draft, not yet reviewed by the firm
- §1128Required contents of a share certificate Draft heading, not yet reviewed by the firmA share certificate must be signed by at least one director and bear the company seal if there is one. It must state the company's… Draft, not yet reviewed by the firm
- §1129Transfer of shares Draft heading, not yet reviewed by the firmShares may be transferred without the company's consent, unless the regulations provide otherwise for name-certificate shares. Such a transfer is void unless in writing, signed… Draft, not yet reviewed by the firm
- §1130Refusing to register transfer of shares with unpaid calls Draft heading, not yet reviewed by the firmThe company may decline to register the transfer of a share on which a call remains unpaid. Draft, not yet reviewed by the firm
- §1131Closing the transfer book before the ordinary meeting Draft heading, not yet reviewed by the firmThe company may close the transfer book during the fourteen days immediately before the ordinary general meeting. Draft, not yet reviewed by the firm
- §1132Registering a person who becomes entitled to shares Draft heading, not yet reviewed by the firmWhere another person becomes entitled to a share through an event such as a shareholder's death or bankruptcy, the company must register them as shareholder… Draft, not yet reviewed by the firm
- §1133Transferor's liability for unpaid share money Draft heading, not yet reviewed by the firmThe transferor of a partly paid share remains liable for the unpaid amount. They are not liable for company debts incurred after transfer, nor to… Draft, not yet reviewed by the firm
- §1134Share certificates to bearer Draft heading, not yet reviewed by the firmBearer share certificates may be issued only if the company's regulations permit and only for fully paid shares. The holder of a name certificate may… Draft, not yet reviewed by the firm
- §1135Transfer of bearer shares by delivery Draft heading, not yet reviewed by the firmShares represented by a bearer certificate are transferred simply by delivering the certificate. Draft, not yet reviewed by the firm
- §1136Exchanging a bearer certificate for a name certificate Draft heading, not yet reviewed by the firmThe holder of a bearer certificate may receive a name certificate in exchange, on surrendering the bearer certificate for cancellation. Draft, not yet reviewed by the firm
- §1137Director's qualifying shares must be name shares Draft heading, not yet reviewed by the firmIf the company's regulations require a director to hold a certain number of shares as a qualification, those shares must be shares entered in a… Draft, not yet reviewed by the firm
- §1138Register of shareholders and its contents Draft heading, not yet reviewed by the firmA limited company must keep a register of shareholders. It records each shareholder's name, address, occupation, shares by number and amounts paid, entry and exit… Draft, not yet reviewed by the firm
- §1139Keeping and inspecting the share register Draft heading, not yet reviewed by the firmThe register is kept at the company's registered office and is open to shareholders free during business hours, with reasonable limits of not less than… Draft, not yet reviewed by the firm
- §1140Copy of the share register Draft heading, not yet reviewed by the firmA shareholder may require delivery of a copy of the register, or any part of it, on paying a copying charge of not more than… Draft, not yet reviewed by the firm
- §1141Share register as evidence Draft heading, not yet reviewed by the firmThe register of shareholders is presumed to be correct evidence of any matter the law directs or authorises to be entered in it. Draft, not yet reviewed by the firm
- §1142Preference rights cannot be altered once issued Draft heading, not yet reviewed by the firmOnce preference shares have been issued, the preferential rights attached to those shares cannot be altered. Draft, not yet reviewed by the firm
- §1143Company may not hold its own shares Draft heading, not yet reviewed by the firmA limited company may not own its own shares or take its own shares in pledge. Draft, not yet reviewed by the firm
Part 3: Management of Limited Companies
1. General Provisions
- §1144Director's dutiesEvery limited company must have one or more directors to manage it in accordance with its regulations. The directors act under the control of the… Draft, not yet reviewed by the firm
- §1145Changing regulations or the memorandum by special resolution Draft heading, not yet reviewed by the firmAfter registration, no new regulations may be made, and the regulations or the contents of the memorandum may not be added to or altered, except… Draft, not yet reviewed by the firm
- §1146Registering new or amended regulations Draft heading, not yet reviewed by the firmThe company must register every new regulation, addition or alteration within fourteen days after the date of the special resolution. Draft, not yet reviewed by the firm
- §1147This section has been repealed.
- §1148Registered office of a limited company Draft heading, not yet reviewed by the firmEvery limited company must have a registered office to which all communications and notices can be sent. Notice of its location, and of any change,… Draft, not yet reviewed by the firm
- §1149Stating paid-up capital when shares are not fully paid Draft heading, not yet reviewed by the firmWhile shares are not fully paid up, the company may not print or state its capital in any notice, bill, invoice, letter or other document… Draft, not yet reviewed by the firm
2. Directors
- §1150Number and remuneration of directors Draft heading, not yet reviewed by the firmThe number of directors and their remuneration are fixed by the general meeting. Draft, not yet reviewed by the firm
- §1151Appointment and removal of directors Draft heading, not yet reviewed by the firmOnly a general meeting can appoint or remove a director. Draft, not yet reviewed by the firm
- §1152Retirement of directors by rotation Draft heading, not yet reviewed by the firmAt the first ordinary meeting after registration, and at the first ordinary meeting in each later year, one-third of the directors must retire. If the… Draft, not yet reviewed by the firm
- §1153Who retires and re-election Draft heading, not yet reviewed by the firmIn the first and second years, retiring directors are chosen by lot unless the directors agree another way. In later years, the director longest in… Draft, not yet reviewed by the firm
- §1153/1Resignation of a director Draft heading, not yet reviewed by the firmA director who wishes to resign gives a resignation letter to the company, effective from the day it reaches the company. A director who resigns… Draft, not yet reviewed by the firm
- §1154Director's bankruptcy or incapacity Draft heading, not yet reviewed by the firmIf a director becomes bankrupt or incapacitated, that director's office is vacated. Draft, not yet reviewed by the firm
- §1155Filling a vacancy on the board Draft heading, not yet reviewed by the firmIf a vacancy arises other than by rotation, the directors may appoint someone to fill it. The person appointed keeps the office only for the… Draft, not yet reviewed by the firm
- §1156Replacement of a director removed by the general meeting Draft heading, not yet reviewed by the firmIf a general meeting removes a director before the term ends and appoints another, the new director keeps the office only for the time the… Draft, not yet reviewed by the firm
- §1157Registering a change of directors Draft heading, not yet reviewed by the firmWhen a director or directors change, the company must register the change within fourteen days from the date of the change. Draft, not yet reviewed by the firm
- §1158Directors' powers under the following sections Draft heading, not yet reviewed by the firmUnless the company's regulations provide otherwise, the directors have the powers set out in the seven following sections. Draft, not yet reviewed by the firm
- §1159Directors acting despite a vacancy Draft heading, not yet reviewed by the firmThe remaining directors may act despite a vacancy. If their number falls below the quorum, they may act only to bring the board back to… Draft, not yet reviewed by the firm
- §1160Quorum of directors' meetings Draft heading, not yet reviewed by the firmThe directors may fix the quorum for their meetings. If they do not, and there are more than three directors, the quorum is three. Draft, not yet reviewed by the firm
- §1161Deciding questions at directors' meetings Draft heading, not yet reviewed by the firmQuestions at a directors' meeting are decided by a majority of votes. If the votes are equal, the chairman has a casting vote. Draft, not yet reviewed by the firm
- §1162Summoning a directors' meeting Draft heading, not yet reviewed by the firmAny director may summon a meeting of the directors at any time. Draft, not yet reviewed by the firm
- §1162/1Board meetings by electronic meansA directors' meeting may be held through communication technology without directors being physically present, unless the regulations prohibit it. It is governed by the law… Draft, not yet reviewed by the firm
- §1163Chairman of directors' meetings Draft heading, not yet reviewed by the firmThe directors may elect one of themselves as chairman and fix his term. If none is elected, or the chairman is absent at the appointed… Draft, not yet reviewed by the firm
- §1164Delegation of directors' powers Draft heading, not yet reviewed by the firmThe directors may delegate any of their powers to managers or to committees made up of directors. A manager or committee exercising delegated powers must… Draft, not yet reviewed by the firm
- §1165Deciding questions at committee meetings Draft heading, not yet reviewed by the firmUnless the delegation provides otherwise, questions at a committee meeting are decided by a majority of votes. If the votes are equal, the chairman has… Draft, not yet reviewed by the firm
- §1166Validity of acts of a defectively appointed director Draft heading, not yet reviewed by the firmActs done by a director are as valid as if the director had been properly appointed and qualified, even if it is later found that… Draft, not yet reviewed by the firm
- §1167Directors, the company and third persons: agency rules applyThe relations between the directors, the company and third persons are governed by the Code's provisions on agency. Draft, not yet reviewed by the firm
- §1168Directors' duty of care and ban on competing business Draft heading, not yet reviewed by the firmDirectors must act with a careful businessperson's diligence and are jointly responsible for shares being actually paid, proper books, lawful dividends or interest, and enforcing… Draft, not yet reviewed by the firm
- §1169Claims against directors for damage to the company Draft heading, not yet reviewed by the firmThe company may sue a director who causes it loss. If the company refuses to sue, any shareholder may bring the claim. The company's creditors… Draft, not yet reviewed by the firm
- §1170Effect of general meeting approval of directors' acts Draft heading, not yet reviewed by the firmOnce the general meeting approves a director's acts, the director is no longer liable for them to the approving shareholders or the company. Shareholders who… Draft, not yet reviewed by the firm
3. General Meetings
- §1171Ordinary and extraordinary general meetings Draft heading, not yet reviewed by the firmA general meeting of shareholders must be held within six months of registration and then at least once every twelve months. This is the ordinary… Draft, not yet reviewed by the firm
- §1172Directors summoning an extraordinary meeting Draft heading, not yet reviewed by the firmThe directors may summon an extraordinary meeting whenever they think fit. If the company has lost half of its capital, they must summon one without… Draft, not yet reviewed by the firm
- §1173Shareholders' requisition for an extraordinary meeting Draft heading, not yet reviewed by the firmAn extraordinary meeting must be summoned when shareholders holding at least one-fifth of the company's shares make a written requisition. The requisition must state the… Draft, not yet reviewed by the firm
- §1174Shareholders summoning a meeting themselves Draft heading, not yet reviewed by the firmAfter a requisition for an extraordinary meeting, the directors must summon it at once. If they do not summon it within thirty days of the… Draft, not yet reviewed by the firm
- §1175Shareholder meeting, callShareholder meeting, call.
- §1176Shareholders' right to attend general meetings Draft heading, not yet reviewed by the firmEvery shareholder always has the right to attend a general meeting. This applies whatever kind of general meeting it is and whenever it is held. Draft, not yet reviewed by the firm
- §1177Rules for general meetings unless regulations differ Draft heading, not yet reviewed by the firmThe procedures laid down in the following sections apply to general meetings of the company. They apply unless the company's regulations state something to the… Draft, not yet reviewed by the firm
- §1178Quorum for general meetings Draft heading, not yet reviewed by the firmA general meeting can pass a resolution on any matter only if at least two shareholders or their proxies attend and together hold shares amounting… Draft, not yet reviewed by the firm
- §1179Failure to reach a quorum Draft heading, not yet reviewed by the firmIf, one hour after the appointed time, the quorum under section 1178 is still not present, a meeting called at shareholders' request is dissolved. Any… Draft, not yet reviewed by the firm
- §1180Chair of general meetings Draft heading, not yet reviewed by the firmThe chair of the board of directors presides at every general meeting of shareholders. If there is no chair, or the chair has not arrived… Draft, not yet reviewed by the firm
- §1181Adjournment of general meetings Draft heading, not yet reviewed by the firmWith the meeting's consent, the person presiding may adjourn a general meeting to another time. At the adjourned meeting, no business may be discussed other… Draft, not yet reviewed by the firm
- §1182Counting votes: show of hands and poll Draft heading, not yet reviewed by the firmOn a show of hands, each shareholder counts as one vote, whether attending in person or represented by a proxy. On a poll (secret ballot),… Draft, not yet reviewed by the firm
- §1183Pooling shares to meet a voting threshold Draft heading, not yet reviewed by the firmWhere the company's regulations allow voting only to holders of a stated number of shares, shareholders with fewer shares may join together to reach that… Draft, not yet reviewed by the firm
- §1184No vote while calls on shares remain unpaid Draft heading, not yet reviewed by the firmA shareholder who has not yet finished paying the amount of the share price that the company has called for from them has no right… Draft, not yet reviewed by the firm
- §1185Shareholder with a special interest may not vote Draft heading, not yet reviewed by the firmA shareholder who has a special interest in a matter on which the meeting is to pass a resolution is prohibited from voting on that… Draft, not yet reviewed by the firm
- §1186Voting by holders of bearer share certificates Draft heading, not yet reviewed by the firmHolders of share certificates issued to bearer cannot cast a vote unless they have deposited their share certificates with the company before the time of… Draft, not yet reviewed by the firm
- §1187Voting by proxy must be in writing Draft heading, not yet reviewed by the firmEvery shareholder may authorise another person to vote on their behalf as a proxy, in place of voting themselves. Such an authorisation must, however, be… Draft, not yet reviewed by the firm
- §1188Contents of a proxy instrument Draft heading, not yet reviewed by the firmThe proxy instrument must be dated and signed by the shareholder. It must state the number of shares the shareholder holds, the name of the… Draft, not yet reviewed by the firm
- §1189Depositing the proxy instrument with the chair Draft heading, not yet reviewed by the firmA proxy who wishes to vote at a meeting must deposit the instrument of appointment with the chair at or before the start of that… Draft, not yet reviewed by the firm
- §1190Show of hands unless a poll is demanded Draft heading, not yet reviewed by the firmAt a general meeting, a resolution put to the vote is decided by a show of hands, unless at least two shareholders, before or when… Draft, not yet reviewed by the firm
- §1191Chair's declaration as evidence of the result Draft heading, not yet reviewed by the firmWhere the chair declares that a resolution has been passed or lost on a show of hands, and this is entered in the company's minute… Draft, not yet reviewed by the firm
- §1192Manner of taking a poll Draft heading, not yet reviewed by the firmWhere a poll has been duly demanded, the manner in which it is taken is left to the direction of the chair of the meeting,… Draft, not yet reviewed by the firm
- §1193Chair's casting vote Draft heading, not yet reviewed by the firmIf votes are equal, whether on a show of hands or on a poll, the chair of the meeting has an additional vote, which is… Draft, not yet reviewed by the firm
- §1194Majority required for a special resolution Draft heading, not yet reviewed by the firmWhere the law requires an act to be done by special resolution, the general meeting must pass it by a majority of not less than… Draft, not yet reviewed by the firm
- §1195Court cancellation of irregular resolutions Draft heading, not yet reviewed by the firmIf a general meeting was called or held, or a resolution passed, contrary to this Title or the company's regulations, the Court must cancel the… Draft, not yet reviewed by the firm
4. Balance Sheet Accounts
- §1196Annual balance sheet requirement Draft heading, not yet reviewed by the firmA balance sheet must be prepared at least once in every twelve months, at the end of the twelve-month period that counts as the company's… Draft, not yet reviewed by the firm
- §1197Audit and presentation of the balance sheet Draft heading, not yet reviewed by the firmThe balance sheet must be examined by one or more auditors and put to the general meeting for approval within four months of its date.… Draft, not yet reviewed by the firm
- §1198Directors' report to the general meeting Draft heading, not yet reviewed by the firmWhen the balance sheet is submitted, the directors must also present a report to the general meeting showing how the company's business was conducted during… Draft, not yet reviewed by the firm
- §1199Copies of the balance sheet Draft heading, not yet reviewed by the firmAny person may buy a copy of a company's latest balance sheet at a price of not more than twenty baht per copy. The directors… Draft, not yet reviewed by the firm
5. Dividends and Reserves
- §1200Distributing dividends in proportion to payment Draft heading, not yet reviewed by the firmDividends must be distributed in proportion to the amount that shareholders have paid on each share, unless something different has been agreed in the case… Draft, not yet reviewed by the firm
- §1201Declaring and paying dividends Draft heading, not yet reviewed by the firmA dividend may be declared only by resolution of the general meeting, though the directors may pay interim dividends when profits justify it. Dividends may… Draft, not yet reviewed by the firm
- §1202Reserve fund from profits and share premium Draft heading, not yet reviewed by the firmAt each dividend distribution the company must set aside at least one twentieth of its profits from its business as a reserve fund, until the… Draft, not yet reviewed by the firm
- §1203Return of dividends paid unlawfully Draft heading, not yet reviewed by the firmIf a dividend is paid contrary to the two preceding sections, the company's creditors may demand that the money distributed be returned to the company.… Draft, not yet reviewed by the firm
- §1204Notice of dividend payments Draft heading, not yet reviewed by the firmNotice of an authorised dividend must be given by letter from the company to every shareholder named in the register of shareholders. Where the company… Draft, not yet reviewed by the firm
- §1205Dividends bear no interestDividends carry no interest against the company: even when a dividend remains unpaid and is overdue, interest cannot be claimed from the company on it. Draft, not yet reviewed by the firm
6. Books and Accounts
- §1206Accounts the directors must keep Draft heading, not yet reviewed by the firmThe directors must ensure that accurate accounts are kept of the money the company receives and spends, together with the matters giving rise to each… Draft, not yet reviewed by the firm
- §1207Minute books and shareholders' inspection Draft heading, not yet reviewed by the firmThe directors must have minutes and resolutions of shareholders' and directors' meetings properly recorded in a book kept at the registered office. Minutes signed by… Draft, not yet reviewed by the firm
Part 4: Audit of Accounts
- §1208Persons who cannot be appointed auditor Draft heading, not yet reviewed by the firmAn auditor may be a shareholder of the company. However, a person with an interest in the company's business in any other way than as… Draft, not yet reviewed by the firm
- §1209Annual election of auditors Draft heading, not yet reviewed by the firmThe auditors shall be elected every year at an ordinary meeting. A retiring auditor is eligible for re-election.
- §1210Fixing the auditors' remuneration Draft heading, not yet reviewed by the firmThe general meeting fixes how much the auditors are to be paid for their work. The amount of the auditors' remuneration is for the meeting… Draft, not yet reviewed by the firm
- §1211Filling a vacancy among auditors Draft heading, not yet reviewed by the firmWhen a vacancy arises among the auditors, the directors must call an extraordinary meeting so that a new election can be held to bring the… Draft, not yet reviewed by the firm
- §1212Court appointment of auditors Draft heading, not yet reviewed by the firmIf auditors have not been elected in the way described, the Court appoints the auditor for that year and fixes the remuneration, on application by… Draft, not yet reviewed by the firm
- §1213Auditors' access to books and officers Draft heading, not yet reviewed by the firmEvery auditor may inspect the company's books and accounts at any reasonable time. In relation to those books and accounts, the auditor may question the… Draft, not yet reviewed by the firm
- §1214Auditors' report on the balance sheet and accounts Draft heading, not yet reviewed by the firmAuditors must submit a report on the balance sheet and accounts to the ordinary meeting. The report must also state whether, in their opinion, the… Draft, not yet reviewed by the firm
Part 5: Inspection
- §1215Inspectors appointed on shareholders' application Draft heading, not yet reviewed by the firmWhen shareholders holding in total not less than one fifth of the company's shares apply, the competent Minister appoints one or more qualified inspectors to… Draft, not yet reviewed by the firm
- §1216Duty to produce books to inspectors Draft heading, not yet reviewed by the firmDirectors, employees and agents of the company must hand over to the inspectors all books and documents they keep or have in their power. An… Draft, not yet reviewed by the firm
- §1217Inspectors' report and its circulation Draft heading, not yet reviewed by the firmThe inspectors must make a report, written or printed as the competent Minister directs. The Minister must send copies to the company's registered office and… Draft, not yet reviewed by the firm
- §1218Expenses of an inspection Draft heading, not yet reviewed by the firmThe shareholders who applied for the inspection must bear all its expenses, unless the company, at the first general meeting after the inspection is completed,… Draft, not yet reviewed by the firm
- §1219Inspectors appointed on the Minister's own motion Draft heading, not yet reviewed by the firmThe competent Minister may, acting alone, appoint one or more inspectors to examine a company's affairs and report to the government. Such an appointment may… Draft, not yet reviewed by the firm
Part 6: Increase and Reduction of Capital
- §1220Increasing capital by issuing new shares Draft heading, not yet reviewed by the firmA limited company may increase its capital by issuing new shares. This is done by means of a special resolution passed at a meeting of… Draft, not yet reviewed by the firm
- §1221New shares issued for non-cash payment Draft heading, not yet reviewed by the firmA limited company may not issue new shares as fully or partly paid up by anything other than money, except in accordance with a special… Draft, not yet reviewed by the firm
- §1222Offering new shares to existing shareholders Draft heading, not yet reviewed by the firmNew shares must first be offered to shareholders in proportion to the shares they hold, by written notice to each stating how many they may… Draft, not yet reviewed by the firm
- §1223Dating and signing the new share offer Draft heading, not yet reviewed by the firmThe written notice that offers new shares to a shareholder for purchase must bear its date, month and year, and the signature of the directors. Draft, not yet reviewed by the firm
- §1224Reducing the capital of a limited company Draft heading, not yet reviewed by the firmA limited company may reduce its capital by a special resolution of a meeting of shareholders, either by lowering the value of each share or… Draft, not yet reviewed by the firm
- §1225Limit on reducing capital Draft heading, not yet reviewed by the firmA company's capital may not be reduced below one quarter of its total capital. The section sets this single limit on how far the capital… Draft, not yet reviewed by the firm
- §1226Procedure and creditor objections to reducing capital Draft heading, not yet reviewed by the firmA company wishing to reduce capital must advertise the plan at least once in a local newspaper and notify each known creditor, who may object… Draft, not yet reviewed by the firm
- §1227Shareholders' liability to creditors unaware of reduction Draft heading, not yet reviewed by the firmIf a creditor failed to object to a capital reduction because they did not know of it, through no fault of their own, shareholders who… Draft, not yet reviewed by the firm
- §1228Registering resolutions to increase or reduce capital Draft heading, not yet reviewed by the firmThe company must register the special resolution authorising an increase or reduction of capital within fourteen days counted from the date on which the resolution… Draft, not yet reviewed by the firm
Part 7: Debentures
- §1229Prohibition on issuing debentures Draft heading, not yet reviewed by the firmA company is not permitted to issue debentures. This is the whole of the rule stated in the section: it is a single short prohibition,… Draft, not yet reviewed by the firm
- §1230This section has been repealed.
- §1231This section has been repealed.
- §1232This section has been repealed.
- §1233This section has been repealed.
- §1234This section has been repealed.
- §1235This section has been repealed.
Part 8: Dissolution of Limited Companies
- §1236Grounds for dissolution of a limited company Draft heading, not yet reviewed by the firmA limited company is dissolved when a case arises that its regulations specify, when a fixed period of formation expires, when a single undertaking it… Draft, not yet reviewed by the firm
- §1237Grounds for dissolution by the Court Draft heading, not yet reviewed by the firmThe Court may order a limited company dissolved for default over its statutory report or meeting, failing to start business within a year or stopping… Draft, not yet reviewed by the firm
Part 9: Amalgamation of Limited Companies
- §1238Amalgamation of limited companies, the two formsLimited companies may amalgamate by special resolution. Two or more companies may do so in one of two ways: by forming a new company, with… Draft, not yet reviewed by the firm
- §1239Registering the special resolution to amalgamateA special resolution deciding that limited companies are to amalgamate must be registered by the company within fourteen days of the date of the resolution.… Draft, not yet reviewed by the firm
- §1239/1Buying out a shareholder who objects to the amalgamationIf a shareholder who attended the meeting objects to an amalgamation, the company must arrange a buyer for that shareholder's shares at the agreed price,… Draft, not yet reviewed by the firm
- §1240Notice of the amalgamation to creditorsAfter a special resolution to amalgamate, the company must within fourteen days send written notice of it to its creditors listed in the accounts on… Draft, not yet reviewed by the firm
- §1240/1Joint meeting of shareholders on the amalgamationWhen the requirements of Section 1239 and Section 1240 have been complied with, the directors of the companies which are to amalgamate shall call the…
- §1240/2Place, quorum and voting at the joint meetingThe joint meeting is held where the head office of one of the merging companies is, or in a nearby province. A quorum needs shareholders… Draft, not yet reviewed by the firm
- §1240/3Handing over the business to the new boardThe board of directors of the original companies must hand over the business, property, accounts, documents and records to the board of the amalgamated company… Draft, not yet reviewed by the firm
- §1241Registering the amalgamationThe board of the amalgamated company must apply to the registrar to register the amalgamation, submitting the memorandum and regulations approved by the meeting under… Draft, not yet reviewed by the firm
- §1242Registrar's note that the former companies have ceasedWhen the registrar registers an amalgamation, a note is made in the register. Where a new company is formed, the note states that the former… Draft, not yet reviewed by the firm
- §1243The amalgamated company takes over everythingThe amalgamated company takes over all the property, debts, rights, duties and responsibilities that belonged to each of the former companies that merged into it. Draft, not yet reviewed by the firm
Part 10: Notices
- §1244Valid service of notices on shareholders Draft heading, not yet reviewed by the firmA notice that the company must send to a shareholder is treated as properly served if it is delivered to the shareholder personally, or sent… Draft, not yet reviewed by the firm
- §1245When a posted notice is deemed delivered Draft heading, not yet reviewed by the firmA notice that has been properly sent by post is deemed to have reached the recipient at the time when it would normally have arrived… Draft, not yet reviewed by the firm
Part 11: Striking Defunct Companies off the Register
Part 12: Conversion of Registered Partnerships and Limited Partnerships into Limited Companies
- §1246/1Converting a partnership into a limited companyA registered partnership or limited partnership may become a limited company with every partner's consent. The partners must notify the registrar in writing within fourteen… Draft, not yet reviewed by the firm
- §1246/2Partners' meeting to carry out the conversionIf there is no objection, or any objection has been met by payment or security, all the partners must meet to consent and carry out… Draft, not yet reviewed by the firm
- §1246/3Handing over the partnership's business to the board Draft heading, not yet reviewed by the firmThe former managing partner must hand over the business, the property, the accounts, the documents and the other records of the partnership to the board…
- §1246/4Registering the conversion into a limited company Draft heading, not yet reviewed by the firmThe company's board must apply to the registrar to register the conversion within fourteen days of completing the steps under section 1246/3. The application must… Draft, not yet reviewed by the firm
- §1246/5Effect of registering the conversion Draft heading, not yet reviewed by the firmOnce the registrar registers the conversion of a registered ordinary partnership or limited partnership into a limited company, the former partnership ceases to be a… Draft, not yet reviewed by the firm
- §1246/6Company takes over the partnership's assets and debts Draft heading, not yet reviewed by the firmWhen a conversion has been registered, the limited company takes over all the property, debts, rights and liabilities of the former registered ordinary partnership or… Draft, not yet reviewed by the firm
- §1246/7Creditors' recourse to former partners after conversion Draft heading, not yet reviewed by the firmAfter registration of the conversion, if the company cannot pay a debt it took over from the converted partnership, the creditor may enforce payment against… Draft, not yet reviewed by the firm
Chapter 5: Liquidation of Registered Partnerships, Limited Partnerships and Limited Companies
- §1247Liquidation of bankrupt partnerships and companies Draft heading, not yet reviewed by the firmThe liquidation of a bankrupt registered ordinary partnership, limited partnership or limited company is to follow, as far as practicable, the bankruptcy law in force.… Draft, not yet reviewed by the firm
- §1248Meaning of general meeting in this Chapter Draft heading, not yet reviewed by the firmIn this Chapter, a general meeting means, for registered ordinary partnerships and limited partnerships, a meeting of all the partners in which a majority of… Draft, not yet reviewed by the firm
- §1249Continued existence during liquidation Draft heading, not yet reviewed by the firmA partnership or company is treated as still existing even after it has been dissolved, but only for as long as is necessary for the… Draft, not yet reviewed by the firm
- §1250Duties of liquidators Draft heading, not yet reviewed by the firmThe duties of liquidators are to settle and wind up the affairs of the partnership or company, to pay its debts, and to distribute its… Draft, not yet reviewed by the firm
- §1251Who acts as liquidator Draft heading, not yet reviewed by the firmWhen a partnership or company is dissolved for a reason other than bankruptcy, the managing partners or directors become liquidators, unless the partnership contract or… Draft, not yet reviewed by the firm
- §1252Powers of managing partners and directors as liquidators Draft heading, not yet reviewed by the firmManaging partners or directors who become liquidators keep the same powers that they had in their former positions. Their authority is unchanged by their becoming… Draft, not yet reviewed by the firm
- §1253Liquidators' notice to creditors Draft heading, not yet reviewed by the firmWithin fourteen days of dissolution, or of the Court's appointment where it appointed them, liquidators must advertise at least once in a local newspaper that… Draft, not yet reviewed by the firm
- §1254Registering the dissolution and liquidators Draft heading, not yet reviewed by the firmLiquidators must have the dissolution of the partnership or company registered within fourteen days of the dissolution date, and the names of every liquidator must… Draft, not yet reviewed by the firm
- §1255Liquidators' balance sheet Draft heading, not yet reviewed by the firmLiquidators must prepare a balance sheet as quickly as is possible, send it to the auditors to examine and certify as correct, and then call… Draft, not yet reviewed by the firm
- §1256Business of the general meeting on liquidation Draft heading, not yet reviewed by the firmThe general meeting confirms the managing partners or directors as liquidators or elects new ones in their place, and approves the balance sheet. It may… Draft, not yet reviewed by the firm
- §1257Removal of liquidators Draft heading, not yet reviewed by the firmA liquidator not appointed by the Court may be removed and replaced if the partners vote unanimously or the general meeting of shareholders so resolves.… Draft, not yet reviewed by the firm
- §1258Registering a change of liquidators Draft heading, not yet reviewed by the firmAny change in the persons acting as liquidators must be registered by the liquidators within fourteen days of the date on which the replacement took… Draft, not yet reviewed by the firm
- §1259Powers of liquidators Draft heading, not yet reviewed by the firmLiquidators have power to bring or defend civil and criminal proceedings in the name of the partnership or company and to compromise them, to carry… Draft, not yet reviewed by the firm
- §1260Limits on liquidators' powers against third parties Draft heading, not yet reviewed by the firmNo limitation placed on the powers of liquidators can be relied on as valid against third persons. Such a limitation does not bind persons outside… Draft, not yet reviewed by the firm
- §1261Liquidators must act jointly Draft heading, not yet reviewed by the firmWhere there are several liquidators, their acts are valid only if they act together, except where the general meeting or the Court fixed their powers… Draft, not yet reviewed by the firm
- §1262Registering authority to act separately Draft heading, not yet reviewed by the firmIf a resolution of the general meeting or an order of the Court authorises liquidators to act separately, it must be registered within fourteen days… Draft, not yet reviewed by the firm
- §1263Priority of liquidation costs Draft heading, not yet reviewed by the firmThe liquidators must pay the fees, charges and expenses that properly have to be incurred in the liquidation before they pay any of the other… Draft, not yet reviewed by the firm
- §1264Deposit for creditors who do not claim Draft heading, not yet reviewed by the firmIf a creditor does not come forward to demand payment, the liquidators must deposit the amount of that debt in accordance with the Code's provisions… Draft, not yet reviewed by the firm
- §1265Calling up unpaid contributions or shares Draft heading, not yet reviewed by the firmLiquidators may require partners or shareholders to pay any part of their contributions or share price still unpaid. Even if the partnership contract or the… Draft, not yet reviewed by the firm
- §1266Applying for bankruptcy when assets are insufficient Draft heading, not yet reviewed by the firmIf the liquidators find that, even after all contributions or share payments have been paid in, the assets still do not cover the liabilities, they… Draft, not yet reviewed by the firm
- §1267Quarterly report of liquidators Draft heading, not yet reviewed by the firmLiquidators must file a report at the registration office every three months, showing what they have done and the state of the accounts being liquidated.… Draft, not yet reviewed by the firm
- §1268Annual meeting when liquidation exceeds a year Draft heading, not yet reviewed by the firmIf a liquidation continues for more than one year, the liquidators must call a general meeting at the end of every year from the start… Draft, not yet reviewed by the firm
- §1269Limit on distributing property to members Draft heading, not yet reviewed by the firmProperty of the partnership or company may be divided among the partners or shareholders only to the extent that it is not needed to pay… Draft, not yet reviewed by the firm
- §1270Final account and end of liquidation Draft heading, not yet reviewed by the firmWhen the liquidation is complete, the liquidators must prepare a report on how it was carried out and how the property was dealt with, and… Draft, not yet reviewed by the firm
- §1271Depositing and inspecting books after liquidation Draft heading, not yet reviewed by the firmAfter the liquidation is finished, the books, accounts and documents of the partnership or company must be handed to the registrar within the fourteen days… Draft, not yet reviewed by the firm
- §1272Two-year limit for debt actions after liquidation Draft heading, not yet reviewed by the firmAn action to claim debts owed by the partnership or company, or by the partners, shareholders or liquidators in that capacity, cannot be brought after… Draft, not yet reviewed by the firm
- §1273General meetings held during liquidationSections 1172 to 1193, together with sections 1195 and 1207, apply, with the necessary changes, to general meetings that are held while the liquidation is… Draft, not yet reviewed by the firm
Chapter 6: Striking Defunct Registered Partnerships, Limited Partnerships and Limited Companies off the Register
- §1273/1Registrar's procedure before striking a company offIf the registrar believes a partnership or company has stopped trading, the registrar writes by registered post asking whether it still operates, warning of newspaper… Draft, not yet reviewed by the firm
- §1273/2Striking off where a liquidation has stalledWhere a partnership or company in liquidation seems to have no acting liquidator, or is fully wound up without a liquidation report or registration of… Draft, not yet reviewed by the firm
- §1273/3Striking a partnership or company off the register Draft heading, not yet reviewed by the firmWhen the period in the notice under section 1273/1 or 1273/2 has expired and no cause has been shown, the registrar may strike the partnership… Draft, not yet reviewed by the firm
- §1273/4Restoring a company to the register, and the ten year limitA partnership, partner, company, shareholder or creditor unfairly prejudiced by a striking off may apply to the Court. If satisfied that the business was still… Draft, not yet reviewed by the firm
Title 23: Associations
Headings marked "draft" and short descriptions marked "draft" were prepared from the statutory text and have not yet been reviewed by the firm.