Thailand Law Library

by Thailand Lawyer

Part 1: Definition

The ordinary partnership is that kind of partnership in which all the partners are jointly and unlimitedly liable for all the obligations of the partnership.

Part 2: Relation of Partners between Themselves

Each partner must bring a contribution to the partnership. Such contribution may consist of money or other properties or of service.

In case of doubt, contributions are presumed to be of equal value.

If the contribution of the partner consist merely of his personal service and the contract of partnership does not fix the value of such services, the share of such partner in the profits is equivalent to the average of the shares of the partners whose contributions are in money or other properties.

If a partner brings as contribution the use of a property, relations between such partners and the partnership with regard to;

• delivery and repair,
• liability for defects,
• liability for eviction,
• clause of non-liability,

are governed by the provisions of this Code concerning the Hire of Property.

If the contribution of a partner consist of the ownership of a property, the relations between such partners and partnership with regard to:

• delivery and repair,
• liability for defects,
• liability for eviction,
• clause of non-liability,

are governed by the provisions of this Code concerning Sale.

If a partner wholly fails to deliver his contribution, a written notice must be given him by a registered letter to deliver it within a reasonable time, failing which he may be excluded from the partnership by a decision of all the other partners, or of such majority as provided in the contract.

No change in the original partnership or in the nature of the business may be made except by the consent of all the partners, unless there is an agreement providing otherwise.

If nothing has been agreed between the partners as to the management of the business of the partnership, such business may be managed by each of the partners, provided that no partner may enter into a contract to which another partner objects.

In such case, each partner is the managing partner.

If it is agreed that matters relating to the business of the partnership shall be decided by a majority of partners, each partner shall have one vote, irrespective the amount of his contribution.

If it is agreed that the business of the partnership shall be managed by several managing partners, such business may be managed by each of the managing partners, provided that no managing partner may do anything to which another managing partner objects.

Managing partners may be removed from their position only by the consent of all the other partners, unless there be an agreement providing otherwise.

Even if partners have agreed that the business of the partnership shall be managed by one or more managing partners, each non-managing partner has the right to enquire at any time into the management of the business and to inspect and copy any of the partnerships books and documents.

No partner may either on his own account or on account of another person carry on, without the consent of the other partners, any business of the same nature as and competing with that of the partnership.

If a partner acts contrary to the provisions of this section, the other partners are entitled to claim from him all the profits which he has made or compensation for the injury which the partnership has suffered thereby, but such claim cannot be entered later than one year after the date of contravention.

A partner is bound to manage the business of the partnership with as much care as he would take of his own business.

No person may be introduced as partner in the partnership without the consent of all partners, unless there is an agreement providing otherwise.

If a partner, without the consent of the other partners, transfers to a third person the whole or part of his share in the profits of the partnership, such third person does not become partner.

The relations of the managing partners with the other partners are governed by the provisions of this Code concerning Agency.

If a non-managing partner manages the business of the partnership or a managing partner acts beyond the scope of his authority, the provisions of this Code concerning Management of Affairs without Mandate shall apply.

The share of each partner in the profits or losses is in proportion to his contribution.

If the share of a partner is fixed only as to profits or only as to losses, the proportion is presumed to be the same for profits and losses.

No partner is entitled to remuneration for having managed the business of the partnership, unless there be an agreement providing otherwise.

If the name of a partner whose membership has ceased is used in the firm name, he is entitled to demand that such use shall cease.

A partner may claim from the other partners a share even in a transaction where his own name did not appear.