Section Code: 0065 - 0077
Thai Civil and Commercial Code
Section 65. Law Created Person
A juristic person can come into existence only by virtue of this Code or of other law.
Section 66. Juristic Person’s Rights and Duties
A juristic person has rights and duties conformity with the provisions of this Code or of other law within the scope of its power and duties, or its object as provided by or defined in the law, regulation or constitutive act.
Section 67. Juristic Person has the same rights and duties as a natural person.
Subject to Section 66, a juristic person enjoys the same rights and is subject to the same duties as a natural person, by reason of their nature, may only be enjoyed or incurred only by a natural person.
Section 68. Domicile of Juristic Person
The domicile of a juristic person is the place where it has its principal office or establishment, or which has been selected as a special domicile in its regulation or constitutive.
Section 69. Branch of Juristic Person can be a Domicile
In the case where a juristic person has several establishments or has its branch office, the place of its branch office may also be considered its domicile as to acts there performed.
Section 70. Company Directors
A juristic person must have one or several representatives as prescribed by the law, regulations or its constitutive act, decisions as to the affairs of juristic persons are made by a majority of the representatives.
Section 71. If no Directors, then decisions made by voting shares.
In the case where a juristic person has several representatives, if it is not otherwise provided by the law, or defined in regulations or constitutive act, decisions as to the affairs of juristic person are made by a majority of representatives.
Section 72. Changes in Directors or Shareholders cannot impede the Rights of Third Parties
The change of representatives of juristic person or of any restriction, or modification of the power of representatives shall be effective after having complied with the law, regulations or its constitutive act, but cannot be set up against third person acting in good faith.
Section 73. Temporary Replacement Representative if there is a Vacancy
If a vacancy occurs among the representatives of juristic person, and there is reason to believe that damage might ensue from delay, the Court may, on the application of any interested person or of the Public Prosecutor, appoint a temporary representative.
Section 74. Representative must represent the interest of the Juristic Person
In a matter in which the interested of a juristic person conflict with those of the representative of juristic person, the latter has no representative power.
Section 75. Appointment of Special Representatives
If, in the case under Section 74, it causes a non-existence of the representatives of juristic person, or number of the remaining representatives cannot constitute quorum of the meeting or is sufficient to execute such matter, if it is not otherwise provided by the law, or defined in its regulations or constitutive act, the provisions of Section 73 shall apply to the appointment of special representatives, 'mutatis mutandis'.
Section 76. Juristic Person responsible for actions of its Representatives
A juristic person is bound to make compensation for any damage done to other persons by its representatives or the person empowered to act on behalf of the juristic person in the exercise of their functions, saving its right of recourse against the causers of the damage.
If damage is done to other persons by an act which is not within the scope of the object or power and duties of the juristic person, all the persons as mentioned in paragraph one who agreed such act or executed it, are jointly liable to make compensation.
Section 77. Application of Agency
The provisions on Agency of this Code shall apply to the relationship between the juristic persons and its representatives, and between the juristic person or its representative and third persons, ‘mutatis mutandis'.