Thailand Law Library

by Thailand Lawyer

Part 5: Registration of Ordinary Partnership

The entry in the register must contain the following particulars:

1. The firm name of the partnership.
2. Its object.
3. The address of the principal business office and of all branch offices.
4. The full names, addresses and occupations of every partner: if a partner has a trade name the entry in the register must contain his name and his trade name.
5. The names of the managing partners, in case fewer than all of the partners have been appointed as such.
6. The restrictions, if any, imposed upon the powers of the managing partners.
7. The seal or seals which are binding on the partnership.

The entry may contain any other particulars which the parties may deem expedient to make known to the public.

The entry must be signed by every member of the partnership, and must also be sealed with the common seal of the partnership.

A certificate of registration shall be delivered to the partnership.

A managing partner of a registered partnership who wishes to resign from his post shall tender his tender his resignation letter to any other managing partner. The resignation in writing shall take effect from the date the registration letter reaches the said other managing partner.

In the case where a registered partnership has only one managing partner, the managing partner who wishes to resign from his post shall notify any other partner of his intention in writing, together with the letter of resignation, so that a meeting could be held with a view to appoint a new managing partner. The resignation shall take effect from the date the resignation reaches the said partner.

The managing partner who resigns under paragraph one or paragraph two hereof may notify the Registrar of his resignation.

When there is a change of managing partner, the registered partnership shall effect the registration thereof within fourteen days from the date of such a change.

A partner can take advantage against third persons of any right acquired by the registered partnership, even though his name did not appear in the transaction.

No partner of a registered partnership may, either on his own account or on account of another person, carry on without the consent of all the other partners any business of the same nature as and competing with that of the partnership or without such consent be member with unlimited liability in another partnership carrying on a business of the same nature as and competing with that of the registered partnership.

Such prohibition does not apply if it was already known to the partners at the time of registration of the partnership that one of them was engaged in a business or in other partnership having the same object, and if his withdrawal was not stipulated in the contract of partnership.

If a partner acts contrary to the provisions of the foregoing section, the registered partnership is entitled to claim from him all the profits which he had made or compensation for the injury which the registered partnership has suffered thereby.

Such claim cannot be entered later than one year after the date of contravention.

The provisions of this section are without prejudice to the rights of the remaining partners to demand the dissolution of the partnership.

The liability of a partner in a partnership in respect to obligations incurred by the partnership before he ceased to be a member of such partnership, is limited to a period of two years after the ceased to be a member.

In addition to the cases provided by Section 1055, a registered partnership is dissolved if it becomes bankrupt.

The creditor of an obligation due by a registered partnership is entitled, as soon as the partnership is in default, to demand performance of the obligation from any of the partners.

In the case provide by Section 1070, if the partner proves:

1. That the assets of the partnership are sufficient to perform the whole or part of the obligation, and
2. That enforcement against the partnership would not be difficult.

The Court may, in its discretion, order that the obligation be enforced first against the assets of the partnership.

As long as a registered partnership is not dissolved the creditors of a partner may exercise their rights only on the profits or other sums due by the partnership to such partner. After dissolution they may exercise their rights on the share of such partner in the assets of the partnership.