Section Code: 1012 - 1024

Thai Civil and Commercial Code


Section 1012. Partnership and Companies

A contract for the organization of a partnership or company is a contract whereby two or more persons agree to unite for a common undertaking, with a view of sharing profit the profits which may be derived therefrom.

Section 1013. Three kinds of partnerships or companies:

Ordinary partnerships, Limited partnerships, and Limited companies

Section 1014. Registration Offices

Offices for the registration of partnerships and companies shall be established by regulations issued by the Minister responsible for the registration of partnerships and companies.

Section 1015. Juristic Person

A partnership or company, upon registration being made according to the provisions of this Title, continues a juristic person distinct form the partners or shareholders of whom it is composed.

Section 1016. Registration where Principal Business is Located

The registration must be made at the Registration Office of that part of the kingdom where the principal business office of the partnership or company is situated.

Any alterations subsequently made in the registered particulars, as well as any other matters ordered or allowed to be registered by this Title must be registered at the same place.

Section 1017. Required Notice Periods

If a fact to be registered or published happens in a foreign country, the period for its registration or publication shall be computed from the time when notice thereof arrives at the place of registration or publication.

Section 1018. Registration Fees

There shall be paid in respect to registration such fees as may be provided by the regulations issued by the competent Minister.

Section 1019. Documentation Requirements must be met

If an applicant for registration or a document subject to registration does not contain all the particulars required by this Title to be mentioned in it, or if any of the particulars mentioned in such application or document are contrary to law, or if any of the documents prescribed to be deposited with it are not produced , or if any other condition imposed by law is not complied with, the Registrar may decline to make any entry in his register till the application or documents has been completed or modified or till the prescribed documents are produced, or till the condition is fulfilled.

Section 1020. Public Inspection of Documents

Every person is entitled to inspect the documents kept by the Registrar, or to require a certificate of the registration of any partnership or company, or a certified copy or extract of any other document, to be delivered to him by the Registrar, on payment of such fee as may be prescribed by the regulations issued by the competent Minister.

Section 1021. Public Notice of New Registration

Every Registrar shall cause to be published periodically in the Government Gazette, in the form provided by the competent Minister, a summary of the entries made in his register.

Section 1022. After Publication – Knowledge is Deemed

Until the registration has been completed, the partners cannot take any advantage under the law against a third person of the existence of the agreements, documents, or title but third person may take advantage of such existence.

Section 1023. No rights until publication

Until such publication has been made, no advantage may be taken by the partners, the partnership or the company against third persons of the existence of the agreements, documents or particulars required by this Title to be registered, but third persons may take advantage of such existence.

No partnership or company may use Section 1023 to avoid its liability to third persons who act in good faith by arguing that the entity or director has no authority to act.

Section 1024. Presumption of Correctness of Entities Documents

As between the partners of shareholders, the partners and the partnership, the shareholders and the company, all books, accounts and documents of any partnership or company or of the liquidators of any partnership or company are presumed to be correct evidence of all matters therein recorded.