Section Code: 0078 - 0109
Thai Civil and Commercial Code
Section 78. Associations
An association created for conducting any activity which, according to its nature, is to be done continuously and collectively by persons other than that of sharing profits or incomes earned, must have its regulations and must be registered according to the provisions of this Code.
Section 79. Association Requirements
The regulations must at least have the following particulars:
- The name of the association.
- Its object.
- Address of its principal office and all its branches.
- Rules for admission of its members and conclusion of membership.
- Rates and member-fee.
- Rules for the Committee of association, i.e. number of the directors, appointment of the directors, term of office of the directors, retirement of office of the directors and meetings of the Committee.
- Rules for the management of the association, the keeping of accounts and the property of the association.
- The association must have the word ‘association' incorporated with its name.
Section 81. Registration of an Association
The application for registration of an association must be filed jointly in writing by at least three of the would-be members of the association with the Registrar of the area where the principal office of the association is situated, and regulations of the association, list of names, addresses and occupations of at least ten would-be members of the association are to be attached to the application.
Section 82. Application Process
When the application for registration together with the regulations are received by the Registrar and the application is found correct under Section 81 and the regulations are correct under Section 79, the object of the association is not contrary to the law or good moral or endangering public order or national security and all particulars contained in the application or in the regulations conform the object of the association, or the would-be directors of the association have status or conduct suitable for implementing the object of the association, the Registrar shall make registration and issue a certificate of registration to the association. The registration shall be published in the Government Gazette.
It is found that the application or the regulations are not in conformity with Section 81 or Section 79, the particulars contained in the application or in the regulations do not conform to the object of the association, or would-be directors of the association do not have the status and conduct suitable for implementing the object of the association, the Registrar shall instruct the applicant to make correction or alteration, and shall, after the correction or alteration having been made, make registration and issue a certificate of registration to the association.
If it is considered by the Registrar that the registration cannot be made because the object of the association is contrary to the law or good moral or likely to endanger public order or national security, or the applicant fails to make correction or alteration as such within thirty days from the day of which the instruction of the Registrar came to his knowledge, the Registrar shall give and order refusing the registration and inform the applicant without delay of reasons for such refusal.
The applicant is entitled to appeal in writing against the order of refusal for registration to the Minister of Interior through the Registrar within thirty days from the date of receipt of the refusal order.
The Minister of Interior shall decide the appeal and inform the appellant of the decision within thirty days from the date of receipt of the written appeal by the Registrar. The decision of the Minister of Interior shall be final.
Section 83. Juristic Person
The association is registered is a juristic person.
Section 84. Changes to Association Regulations can only be made in a General Meeting
No alterations of and additions to the regulations of an association may be made, except by a resolution of the general meeting. Such alterations and additions must be deposited for registration at the Registrar Office where the principal office of the association is situated within fourteen days from the date of the resolution, and the provisions of Section 82 shall apply, mutatis mutandis. It shall become effective after the registration thereof by the Registrar.
Section 85. Regulations control the Appointment of Directors
The appointment of new directors of the association of the alteration thereof shall be made in accordance with the regulations of the association and must be registered by the Registrar at the Registrar Office where the principal office of the association is situated within thirty days from the date of such appointment or alteration of the directors of the association.
If it is considered by the Registrar that any of the directors under paragraph one does not have status or conduct suitable for implementing the object of the association, the Registrar may refuse the registration of that director of the association. In case of refusal, the Registrar shall notify the association of reason for such refusal within sixty days from the date of application, and the provisions of Section 82 paragraph four and paragraph five shall apply, mutatis mutandis.
If the registration of new directors of the association has not yet been made, the old directors of the association shall further perform the functions of the directors of the association until the registration of the new directors of the association is made, unless otherwise provided in the regulations of the association.
Section 86. Association Directors
The directors of the association is to carry on the activities of the association under the law and the regulations of the association, and under supervision of the general meetings.
Section 87. Association Committee
An association is represented in its relations with third persons by its committee.
Section 88. Committee Actions
All activities performed by the Committee of the association are valid even though it appears afterwards that there is any fault concerning the appointment or qualification of the directors of the association.
Section 89. Association Member Rights
A member of an association is entitled during working hours of the association inspect the business and property of the association.
Section 90. Association Members Subscription
A member of the association has to pay total subscription on the day when he applies for being member or at the beginning of the period for payment of subscription, unless otherwise provided in the regulations.
Section 91. Withdrawing from Association
A member of the association is entitled to withdraw at any time from the association, unless otherwise provided in the regulations.
Section 92. Debt Liability of Member
Each Member of Association is Liable to the Debt up to the Amount of Subscription.
Each member of an association is liable to the debt of the association for not more than the amount of the subscription due by him.
Section 93. General Meeting Requirements
A general meeting shall be called by the directors of the association at least once a year.
Section 94. Extraordinary Meetings
The Committee of the association may summon extraordinary meetings as they think fit.
A requisition for summoning an extraordinary meeting may be made in writing by members of not less than one-fifth of the whole members of the association, or of not less than one hundred, or of not less than the number set forth in the regulations to the Committee of the association. The requisition must specify the object for which the meeting is required to be summoned.
When the Committee of the association has received the requisition for the summoning of an extraordinary meeting under paragraph two, they shall summon such meeting within thirty days from the date of receipt of the requisition.
If the meeting is not summoned within the period of time under paragraph three, the members who have made the requisition for summoning such extraordinary meeting or other members of not less that the number set forth in paragraph to may summon the meeting by themselves.
Section 95. Notice Requirements for General Meeting
In summoning a general meeting, a notice for the meeting shall be sent not later than seven days before the date fixed for the meeting to every member whose name appears in the register of the association, or may be published at least twice in a prevailing local paper, not less than seven days before the date of the meeting.
The notice must specify the place, the day and the hour of the meeting as well as its agenda, and closely relevant details and documents shall also be sent. As for a summoning of the extraordinary meeting through a publication, the said details and documents must be provided and ready for distributing to the member who request therefore at the place fixed by the person summoning such meeting.
Section 96. Quorum
In a general meeting of the association, members present at the meeting of not less than one-half of the total number of members shall constitute a quorum, unless provisions on a quorum of the meeting in the regulations of the association are otherwise provided.
If the quorum so provided is not present, the general meeting, if summoned upon requisition of members, shall be dissolved. But if the general meeting had not been summoned upon the requisition of members, another general meeting shall be summoned by the Committee within fourteen days from the date of the first summoned meeting and at such later meeting no quorum shall be necessary.
Section 97. Decisions made by Majority
Decision of the meeting shall be by majority of votes, except in the case where a particular majority of votes is specially provided in the regulations of the association.
Each member shall have one vote. In case of an equally of votes, the chairman of the meeting shall have an additional vote as casting vote.
Section 98. Voting by Proxy
Any member may vote by proxy, unless otherwise provided in the regulations of the association.
Section 99. Conflict of Interest – Cannot Vote
Any director or any member of an association who has in a resolution an interest in conflict with an interest of the association cannot vote in such resolution.
Section 100. Court Ordered Cancellation of Resolution
In any general meeting has been summoned or held or a resolution passed contrary to the regulations of the association or the provisions of this Title, any such member or the public Prosecutor may apply to the Court for cancellation of the resolution of such general meeting, provided that the application is entered within one month after the date of the resolution.
Section 101. Dissolving an Association
An association is dissolve:
- In the cases provided in its regulations, or
- If formed for a definite period of time, by the expiration of such period, or
- If formed for any undertaking, by the termination of such undertaking, or
- By a resolution to dissolve passed in a general meeting, or
- By the association becoming bankrupt, or
- By having its name struck of the register by the Registrar under Section 102, or
- By an order of the Court under Section 104.
Section 102. Power to Close Association
The Registrar shall have the power to give an order to have the name of an association struck off the register in the following cases:
- If appears after registration that the object of the association is contrary to the law or public moral or is likely to endanger the public peace or national security and an order for alteration of such object has been given by the Registrar, but the association fails to comply therewith within period of time fixed by the Registrar.
- If appears that any activity conducted by the association is contrary to the law or public moral or is likely to endanger the public peace or national security.
- The association has stopped doing business for more than two consecutive years.
- It appears that the association allows or let other persons who are not members of the association to execute business of the association.
- The number of members of the association has been less than ten for more than two consecutive years.
Section 103. Notice of Dissolution of Association
After the name of any association has been struck off the register by the order of the Registrar under Section 102, the Registrar shall send to order together with its reason to the association without delay, and shall publish such dissolution in the Government Gazette.
Any director or member of the association of not less than three in number are entitled to appeal against the order of the Registrar given under paragraph one to the Minister of Interior. The appeal must be in writing and sent to the Registrar within thirty days from the date of being informed of the order, and provisions of Section 82 paragraph five shall apply, mutatis mutandis.
Section 104. Request to Dissolve Association
When a case under Section 102 happens, an interested person may request the Registrar to have the name of the association struck off the register. If the Registrar fails to comply with the request and does not inform the person who made the request of the reasons within a reasonable period of time, or the reason given by the Registrar are not satisfied by the person having made the request, he may apply to the Court for dissolution of the association.
Section 105. Procedures after Dissolution
When an association is to be dissolved under Section 101 (1) (2) (3) or (4), the Committee of the association that holds the office at the time of dissolution of the association shall inform the Registrar of the dissolution within fourteen days from the date of such dissolution.
In case where an association is declared bankrupt by a final judgment or order of the Court under Section 101 (5), or is dissolved by a final order under Section 104, the Court shall notify the Registrar of the said judgment or order.
The Registrar shall publish such dissolution in the Government Gazette.
Section 106. Liquidation of Association
Upon dissolution of an association, the liquidation of the association shall be made, and the provisions in Book III, Title 22 on Liquidation of Registered Partnerships, Limited Partnerships and Limited Companies shall apply to the liquidation of the association, mutatis mutandis.
Section 107. Distribution of Remaining Assets
After liquidation, the remaining assets, if any, cannot be distributed among the members of the association. They shall be transferred to such other association or foundation, or any juristic person whose object is of charity purposes as may be designated in the regulations, by the resolution of the association in general meeting. If no transferee of the said assets has been designated, by the regulations or by the resolution of association in general meeting, or if designated but it is unable to comply therewith, the remaining assets shall belong to the State.
Section 108. Right to Inspect Documents
Any person may, on application to the Registrar, inspect the documents relating to an association kept by the Registrar or request for certified copies of the said documents to be delivered to him by the Registrar, and Registrar, and the Registrar shall comply therewith after payment of such fee as may be prescribed by the Ministerial Regulations has been made.
Section 109. Registration Regulations
The Minister of Interior shall take charge and control of the execution of the provisions of this Part and have the power to appoint the Registrar and to issue Ministerial Regulations on:
- The application for registration and the making of registration.
- Fees for the registered, the inspection of documents and the copying of documents as well as the fee for any activities concerning the foundation to be performed by the Registrar, including the exemption of the said fees.
- The conduct of business of the association and its register.
- Any other matters for carrying out the provisions of this Title.
Such Ministerial Regulations shall become effective upon their publication in the Government Gazette.