Thailand Law Library

by Thailand Lawyer

Chapter 5: Liquidation of Registered Partnership, Limited Partnerships and Limited Companies

The liquidation of a bankrupt registered partnership, limited partnership or limited company shall be made, as far as practicable, in accordance with the provisions of the Law of Bankruptcy for the time being in force.

The competent Minister shall issue Ministerial Regulations governing the liquidation of partnership and companies and determining the rate of fees for this purpose.

When a general meeting is prescribed in this Chapter, it means:

1. As to registered partnerships and limited partnerships, a meeting of all the partners, in which a majority of votes decides.
2. As to limited companies, the general meeting provided by Section 1171.

A partnership or company is deemed to continue after its dissolution as far as it is necessary for the purpose of liquidation.

The duties of the liquidators are to settle the affairs of the partnership or company, to pay its debts and to distribute its assets.

Upon dissolution of a partnership or company for any other cause than bankruptcy, the managing partners or directors become liquidators unless otherwise provided by the contract of partnership or by the regulations of the company.

If there are no persons to be liquidators under the foregoing provision, a liquidator or liquidators shall be appointed by the Court upon the application of the Public Prosecutor or any other interested person.

The managing partners or directors retained as liquidators the same respective powers which they had as managing partners or directors.

When fourteen days after the date of dissolution or in case of liquidators appointed by the Court, after the date of appointment, the liquidators must:

1. Notify the public by two successive advertisement at least in a local paper that the partnership or company is dissolved and that its creditors must apply for payment to the liquidators, and
2. Send a similar notice by registered letter to each creditors whose name appears in the books or documents of the partnership or company.

The dissolution of the partnership or company and the names of the liquidators must be registered within fourteen days after the date of dissolution by the liquidators.

The liquidators must, as soon as possible, make a balance-sheet and have it examined and certified by the auditors, and must summon a general meeting.

The business of the general meeting is:

1. To confirm the directors or managing partners as liquidators, or appoint other liquidators in their stead, and
2. To adopt the balance-sheet.

The general meeting may direct the liquidators to make an inventory or to do whatever the meeting may deem advisable for the settlement of the affairs of the partnership or company.

Liquidators not appointed by the Court may be removed and superseded by a unanimous vote of the partners or by a general meeting of the shareholders. Liquidators, whether appointed by the Court or not, may be removed and superseded by the Court on the request of one of the partners or of the shareholders representing one-twentieth part of the paid-up capital of the company.

Any change amongst the liquidators must be registered, within fourteen days after the date of change, by the liquidators.

1. To bring or defend any legal proceeding, civil or criminal, and to make compromise, in the name of the partnership or company.
2. To carry on the business of the partnership or company, as far as may necessary for a beneficial settlement of the affairs.
3. To sell the property of the partnership or company.
4. To do all other acts as may be necessary for a beneficial settlement of the liquidation.

No limitation of the power of the liquidators is valid as against third persons.

Unless otherwise fixed by the general meeting or by the Court at the time of the appointment of the liquidators, no act of the liquidators is valid unless done by them jointly.

A resolution of a general meeting or a decision of the Court authorizing a liquidator or liquidators to act separately must be registered within fourteen days from its date.

All costs, charges and expenses property incurred in the liquidation must be paid by the liquidators in preference to other debts.

If a creditor does not apply for payment, the liquidators must deposit the amount due to him as described by the provisions of the Code concerning Deposit in lieu of performance.

The liquidators may require the partners or shareholders to pay such part of their contributions or shares as may be still unpaid and such part must be paid at once, even if it was previously agreed by the contracts of partnership or the regulations of the company that it would be called for at a later period.

If the liquidators find that after the whole of the contributions or shares has been paid up, the assets insufficient to meet the liabilities, they must apply at once to the Court to have the partnership or company declared bankrupt.

The liquidators must deposit every three months at the Registration Office a report of their activities, showing the situation of the accounts of the liquidation..Such report shall be upon gratuitously for inspection to the partners, shareholders or creditors.

If the liquidators continues for more than one year, the liquidators must summon a general meeting at the end of each year from the beginning of the liquidation and must lay before this meeting a report of their activities and detailed account of the situation.

Only so much of the property of the partnership or company may be divided amongst the partners or shareholders as is not required for performing all the obligations of the partnership or company.

As soon as the affairs of the partnership or company are fully liquidated, the liquidators shall make up an account of the liquidation showing how the liquidation has been conducted and the property of the partnership or company has been disposed of; and thereupon shall call a general meeting for the purpose of laying before it the account and giving any explanation thereof.

After the account is approved, the proceedings of the meeting must be registered within fourteen days from its date by the liquidators. Such registration is taken as being the end of the liquidation.

After the liquidation, the books, accounts and documents of the liquidated partnership or company shall be deposited within fourteen days provided by the foregoing section at the Registrar's Office where they shall be kept for ten years after the end of the liquidation.

All such books, accounts and documents shall be gratuitously open for inspection by any interested person.