Section 1096: Limited company, definition
Statutory text (Thai original)
อันว่าบริษัทจำกัดนั้น คือบริษัทประเภทซึ่งตั้งขึ้นด้วยแบ่งทุนเป็นหุ้นมีมูลค่าเท่า ๆ กัน โดยผู้ถือหุ้นต่างรับผิดจำกัดเพียงไม่เกินจำนวนเงินที่ตนยังส่งใช้ไม่ครบมูลค่าของหุ้นที่ตนถือ
Verbatim from the Royal Gazette / Office of the Council of State
English translation
A limited company is that kind of which is formed with the Capital divided into shares, and the liability of the shareholders is limited to the amount, if any, unpaid on the shares respectively held by them. Section 1096 bis. (Repealed)
This English translation is provided for reference only and has not yet been firm-verified. Always rely on the Thai original.
Firm annotation
Section 1096 is the constitutive definition of every Thai private limited company. Three operational features: (1) a company is promoted and formed by two or more persons, reduced from three by the amendment in force on 7 February 2023 (Section 1097), and a fall to a single shareholder is a ground on which the court may order dissolution (Section 1237(4)); (2) shareholder liability is capped at the unpaid amount on shares (no personal liability for company debts beyond that); (3) company has separate legal personality (§66). Foreigners may hold up to 49.99% of the shares without the company being treated as a foreigner under the Foreign Business Act. Once foreign holding reaches 50% or more the company is a foreigner for FBA purposes, and it may then carry on a List 3 business only after obtaining a Foreign Business Licence; a business that appears on none of the three lists is unrestricted.
Why this matters in practice
Lawyers: The defining feature of a limited company is limited shareholder liability, once shares are fully paid, shareholders bear no further risk from company liabilities. Directors, however, may face personal liability for breach of duty. Under Section 1097, at least two promoters are required to incorporate a limited company. Laypeople: When you own shares in a limited company, the most you can lose is the money you paid (or agreed to pay) for your shares: the company's other debts are not yours.
Legislative history
Enacted with the Code and later amended by the Act Amending the Civil and Commercial Code (No. 11) B.E. 2535. The same Act repealed Section 1096 bis, which is why older sources show a provision at that number and this library carries none.
Cited in 11 Supreme Court decisions (1969 to 2023)
Selected citing decisions
- Decision 10570/2558 (2015)
- Decision 4143/2532 (1989)
- Decision 1721/2512 (1969)
- Decision 1509/2566 (2023)
- Decision 4554/2559 (2016)
- Decision 3402/2548 (2005)
- Decision 6848/2538 (1995)
- Decision 2472/2558 (2015)
This list is selected automatically, weighted towards judgments that turn on this section rather than ones that merely recite it when passing sentence. It has not yet been reviewed by the firm.
Counted across the firm's corpus of 83,652 Supreme Court decisions, 1921 to 2026. The count is complete; the stated year range trims rare outliers so it describes where the citations actually sit. These figures are computed by us and are not official court statistics. How we count these, and what we measured
Related guides on ThaiLawOnline
Cite this section
-
Plain citation
Civil and Commercial Code, s. 1096 (Thailand) -
Academic citation
Civil and Commercial Code (Thailand), s. 1096. ThaiLawOnline, https://www.thailawonline.com/thai-civil-code/section-1096/ (accessed 28 August 2026). -
Thai citation
ป.พ.พ. มาตรา 1096 -
Permalink
https://www.thailawonline.com/thai-civil-code/section-1096/ -
Embed on your site
<blockquote cite="https://www.thailawonline.com/thai-civil-code/section-1096/"><p>A limited company is that kind of which is formed with the Capital divided into shares, and the liability of the shareholders is limited to the amount, if any, unpaid on the shares respectively held by them. Section 1096 bis. (Repealed)</p><footer>Civil and Commercial Code, s. 1096 (Thailand): <a href="https://www.thailawonline.com/thai-civil-code/section-1096/">ThaiLawOnline</a></footer></blockquote>
The Thai text is authoritative. The English is an unofficial translation by ThaiLawOnline, free to reuse with attribution.