Translation:Act Promulgating the Revised Provisions of Book 1 of the Civil and Commercial Code, 2535 BE/Annex
Section4.The law must be applied to all cases covered by the letter or spirit of any of its provisions.
When no provision of law can be raised to settle a case, the case shall be ruled in line with a local custom. If no such local custom exists, the case shall be ruled by analogy to the closest provision of law. And if no such provision of law exists also, it shall be ruled in line with a general principle of law.
Section5.In exercising his rights and in performing obligations, every person must act in good faith.
Section6.It shall be presumed in the first place that every person acts in good faith.
Section7.If interest has to be paid from one to another and no rate thereof has been designated by a juristic act or by an express provision of law, the rate of seven and a half per cent per year shall apply.
Section8.The term force majeure refers to any cause which will occur or give a disastrous result and which cannot be prevented even when the person against whom it will occur or is about to occur might have exercised such appropriate care as should be expected from him in such state and condition.
Section9.When the law requires any affair to be effected in writing, the person from whom the writing is required is not required to write it himself, but the writing must be affixed with his signature.
A fingerprint, cross, seal, or other similar symbol affixed to a document instead of a signature shall be deemed equivalent to a signature if countersigned by two witnesses.
The stipulation of paragraph 2 does not apply to a fingerprint, cross, seal or other similar symbol affixed to a document in the presence of a competent authority.
Section10.When a stipulation of a document may be interpreted in two senses, the sense which will give some effect shall be preferred over the sense which will give no effect.
Section11.In the event of doubt, interpretation shall be made in such a way that favours the party which suffers the obligation in question.
Section13.In the event that an amount of money or quantity in a document is expressed in both letters and figures, if those letters and figures disagree with each other and the true intention cannot be ascertained, the amount of money or quantity expressed in letters shall be deemed decisive.
Section13.If an amount of money or quantity in a document is expressed several times in letters or figures but the several expressions disagree with each other and the true intention cannot be ascertained, the lowest amount of money or quantity shall be deemed decisive.
Section14.In the event that a document is made in several languages which include the Thai language, whether in one copy or in several copies, if the statements in those languages differ from each other and it cannot be ascertained which language is intended by the parties to govern, those in the Thai language shall be adhered to.
Section15.Personality starts from the time of being delivered as a living infant and ends upon death.
An infant in the womb of the mother is also competent to have rights, if he survives as a living infant after his delivery.
Section16.In counting the age of a person, the counting shall start from the day of his birth. In the event that the month of his birth is known but the day of his birth is not known, the first day of that month shall be counted as the day of his birth. But if it is impossible to ascertain the month and day of the birth of any person, the age of such person shall start to be counted from the first day of the calendar year in which he was born.
Section17.In the event that several persons die in a common danger, if it is impossible to designate which of them dies first or later, they shall be deemed to die at the same time.
Section18.As regards the right of a person to use a name which he is entitled to use, if it is disputed by another person or if the benefit of the owner of that name would be impaired by the use of the same name by another person who has not been authorised to use it, the owner of the name may demand such person to terminate the damage, and if it should be concerned that the damage would continue, he may request a court for an injunction.
Section19.A person is discharged from minority and reaches majority upon attaining full twenty years of age.
Section20.A minor reaches majority upon marriage, if the marriage is conducted in accordance with the provisions of section 1448.
Section21.In order to do any juristic act, a minor must obtain prior consent of the legal representative. Any act done by a minor without such consent is voidable, save where it is otherwise prescribed.
Section22.A minor may do any act whatsoever, if it is merely for obtaining any right or discharging himself from any duty.
Section23.A minor may do any act whatsoever, if it needs to be done by him personally.
Section24.A minor may do any act whatsoever, if it suits his station in life and appropriate needs in living.
Section25.A minor may make a testament upon having attained the fifteenth year of age.
Section26.If the legal representative permits the minor to dispose of an item of property for any specified purpose, the minor may dispose of such item of property at his pleasure within the scope of the specified purpose. In addition, if the minor is permitted to dispose of an item of property without any purpose having been specified therefor, he may dispose of it at his pleasure.
Section27.The legal representative may give consent to the minor for operating a trading business or other business or concluding an employment contract as an employee. In the event that the legal representative withholds the consent without appropriate cause, the minor may request a court for an order of permission.
In relation to the business or employment under paragraph 1, the minor shall have the same position as a person who has reached majority.
If the business or employment which has obtained the consent or permission according paragraph 1 considerably damages or impairs the minor, the legal representative may cancel the consent given to the minor or, in the event of the court-given permission, he may request the court to revoke the permission given to the minor.
In the event that the legal representative cancels the consent without appropriate cause, the minor may request a court to revoke the cancellation by the legal representative.
The cancellation of the consent by the legal representative or the revocation of the permission by the court ends the minor's position as a person who has reached majority, but it does not affect any act done by the minor before the cancellation or revocation.
Section28.Any insane person may be adjudged incompetent by a court order upon a request therefor by his spouse; his ascendant, namely, his father or mother, paternal grandfather or mother,[1] maternal grandfather or mother,[2] or paternal or maternal great-grandfather or mother;[3] his descendant, namely, his child, grandchild, great-grandchild, or great-great-grandchild; his guardian or curator; a person having the custody of him; or a public prosecutor.
The person adjudged incompetent by a court order according to paragraph 1 must be subjected to custodianship. The appointment of a custodian, the powers and duties of the custodian, and the end of the custodianship shall be in accordance with the provisions of Book 5 of this Code.
The court order under this section shall be published in the Royal Gazette.
Section29.Any act done by a person adjudged incompetent by a court order shall be voidable.
Section30.Any act done by an insane person not yet adjudged incompetent by a court order will be voidable only when it is done whilst he is insane and the other party is aware that the doer is insane.
Section31.If the cause rendering a person incompetent has ended and the person himself or any of the persons stated in section 28 makes a request to the court, the court shall order revocation of the order adjudging him incompetent.
The court order under this section shall be published in the Royal Gazette.
Section32.Any person who suffers a physical disability or mental disorder, or habitual prodigality or unrestraint, or addiction to intoxicants, or any other similar cause to the degree of being unable to manage affairs on his own or managing affairs in such a way that may impair his own or his family's property, may be adjudged quasi-incompetent by a court order upon a request by any of the persons specified in section 28.
The person adjudged quasi-incompetent by a court order according to paragraph 1 must be subjected to curatorship. The appointment of a curator shall be in accordance with the provisions of Book 5 of this Code.
The provisions of Book 5 of this Code regarding the end of guardianship shall apply mutatis mutandis to the end of curatorship.
The court order under this section shall be published in the Royal Gazette.
Section33.In a case involving a request for a court order adjudging any person incompetent because of insanity, if it is discovered from the trial that he is sane but suffers a mental disorder, the court may issues an order adjudging him quasi-incompetent on its own motion or upon an application by a party or any of the persons specified in section 28; or in a case involving a request for a court order adjudging any person quasi-incompetent because of a mental disorder, if it is discovered from the trial that he is insane, the court may issue an order adjudging him incompetent upon an application by a party or any of the persons specified in section 28.
Section34.A quasi-incompetent person must obtain prior consent of his curator in order to do any of the following acts:
(1)putting property to investment;
(2)accepting the return of invested property, principal, or other capital;
(3)taking or granting a loan, or borrowing or lending a valuable item of movable property;
(4)making any guarantee which results in himself being subject to enforcement of performance;
(5)renting or leasing an item of movable property for a period of time longer than six months or immovable property for a period of time longer than three years;
(6)making a gratuitous gift, save where it suits his station in life, is for a charitable or social cause, or is made out of a moral obligation;
(7)accepting a gratuitous gift subject to a condition or encumbered charge, or refusing a gratuitous gift;
(8)doing any act to obtain or release a right over an item of immovable property or valuable item of movable property;
(9)constructing or modifying a building or other structure, or making an extensive repair;
(10)submitting a case to a court or carrying out any proceeding, save the making of a request under section 35 or a request for removal of the curator;
(11)making a compromise or assigning a dispute to an arbitrator for ruling.
If there is any other event than that stated in paragraph 1 which the quasi-incompetent person may manage in a manner impairing his own or his family's property, the court may, when issuing an order adjudging a person quasi-incompetent or when subsequently requested by the curator, order the quasi-incompetent person to obtain prior consent of the curator in order to do the act in question.
In the event that the quasi-incompetent person is unable to do any of the acts stated in paragraph 1 or paragraph 2 on his own due to a physical disability or mental disorder, the court may issue an order empowering the curator to do the act on behalf of the quasi-incompetent person. In this event, the provisions relating to custodians shall apply mutatis mutandis to the curator.
The court order under this section shall be published in the Royal Gazette.
Any act done in violation of the provisions of this section is voidable.
Section35.In the event that the curator, without appropriate cause, refuses to give consent to the quasi-incompetent person for doing of any act under section 34, the court may, upon a request by the quasi-incompetent person, issue an order permitting him to do the act without the consent of the curator, if the act would benefit the quasi-incompetent person.
Section36.If the cause grounding a court order adjudging a person quasi-incompetent has ended, the provisions of section 31 shall apply mutatis mutandis.
Section37.The domicile of a natural person is the place where he establishes his principal residence.
Section38.If a natural person has several residences where he lives alternately or has several usual places of work, any one of them shall be deemed to be his domicile.
Section39.If no domicile is known, the residence shall be deemed to be the domicile.
Section40.When a natural person has no fixed residence or lives by travelling from place to place with no fixed place of work, wherever he is found shall be deemed to be his domicile.
Section41.The domicile is changed by changing the residence with the express intention of changing the domicile.
Section42.If any person chooses any place with the express intention of establishing it as his special domicile for any purpose, that place shall be deemed to be the special domicile for such purpose.
Section43.The domicile of a husband and is the residence where the husband and wife cohabit as husband and wife, save where the husband or wife has expressed the intention of having a separate domicile.
Section44.The domicile of a minor is the domicile of the legal representative who exercises the parental power or the guardian.
In the event that the minor is subject to the parental power of the father and mother, if the father and mother have separate domiciles, the domicile of the minor is the domicile of the father or mother with whom he lives.
Section45.The domicile of an incompetent person is the domicile of the custodian.
Section46.The domicile of a public servant is the place where he executes his functions, if the functions are not temporary, for a period of time, or for a single specific occasion.
Section47.The domicile of a person imprisoned according to a final judgment of a court or lawful order is the prison or penal institution where he is imprisoned, until he is released.
Section48.If any person has left the domicile or residence without having appointed a universal agent and no one is certain whether or not he is still alive, a court may, upon an application by an interested person or public prosecutor, order any necessary act to be done in the meantime for the management of the absentee's property.
Once one year has passed since the day the absentee left the domicile or residence and has not been heard of in any manner or since the day he was last seen or heard of, the court may appoint a manager of his property upon a request by the person under paragraph 1.
Section49.In the event that the absentee has appointed a universal agent and the agency contract terminates or it appears that the universal agent has managed his property in such a manner likely to cause him damage, section 48 shall apply mutatis mutandis.
Section50.Upon a request by an interested person or public prosecutor, a court may order the universal agent to make an inventory of the absentee's property as may be directed by the court.
Section51.Subject to section 802, if the universal agent finds it necessary to do any act beyond the scope of the powers received, he must apply to a court for permission, and once the court has issued an order of permission, he may then be able to do the act.
Section52.The court-appointed manager of property must finish making an inventory of the the absentee's property within three months from the day he learns the court order on his appointment, but the manager of property may request the court for an extension of the time.
Section53.The property inventory under section 50 or section 52 must be countersigned by at least two witnesses who certify its correctness. Those two witnesses must be the absentee's spouse or relatives who have reached majority already. If the absentee has no spouse or none of his relatives can be found, or the spouse and relatives refuse to serve as witnesses, other persons who have reached majority may be asked to serve as witnesses.
Section54.The manager of property has the same powers and duties as the universal agent under section 801 and section 802. If the manager of property finds it necessary to do any act beyond the scope of his powers, he must apply to the court for permission, and once the court has issued an order of permission, he may then be able to do the act.
Section55.If the absentee has appointed any special agent, the manager of property may not interfere with the matters subject to such special power. But if it appears that the matters being carried out by the agent may cause the absentee damage, the manager of property may request the court to remove the agent.
Section56.The court may order any of the following upon a request by an interested person or public prosecutor or on its own motion:
(1)the manager of property shall provide suitable security for the management of the absentee's property as well as for the return thereof;
(2)the manager of property shall make a statement as to the condition of the absentee's property;
(3)the manager of property shall be removed and replaced by another person as may be appointed.
Section57.In the order appointing a manager of property, the court may designate a remuneration paid out of the absentee's property for the manager of property. If the court did not designate any, the manager of property may subsequently request the court to designate some.
If the manager of property, an interested person, or a public prosecutor requests it or when it becomes known to the court that the circumstances as to the management of property have changed, the court may issue an order designating a remuneration, suspending it, decreasing it, increasing it, or regranting it to the manager of property.
Section58.In the following events shall the status of the manager of property end:
(1)the absentee returns;
(2)the absentee does not return but has managed or appointed an agent for the management of his own property;
(3)the absentee dies or is adjudged to have disappeared by a court order;
(4)the manager of property resigns or dies;
(5)the manager of property becomes incompetent or quasi-incompetent;
(6)the manager of property becomes bankrupt;
(7)the manager of property is removed by the court.
Section59.In the event that the status of the manager of property ends due to the cause under section 58(4), (5), or (6), the manager of property or his heir, inheritance manager,[4] custodian, curator, official receiver, or the person bearing the duty to take care of his property, as the case may be, must state such end to the court without delay, in order that the court would further issue an order relating to the manager of property as it finds appropriate. During the said period of time, the mentioned person must manage to maintain the benefit of the absentee as appropriate for the circumstances until the property of the absentee is delivered to any particular person as may be ordered by the court.
Section60.The provisions of this Code regarding agency shall apply mutatis mutandis to the management of the absentee's property.
Section61.If any person has left the domicile or place of residence and no one has been certain whether or not he is still alive throughout a period of five years, the court may issue an order adjudging him to have disappeared upon a request by an interested person or public prosecutor.
The period of time under paragraph 1 shall be decreased to two years—
(1)from the day of the end of a combat or war, if such person was in that combat or war and was lost in the said combat or war;
(2)from the day of the sinking, destruction, or loss of the vehicle on which he was travelling;
(3)from the day of the passing away of a fatal danger other than that specified in (1) or (2), if he fell into such a danger.
Section62.A person adjudged to have disappeared by a court order shall be deemed dead upon completion of the period of time specified in section 61.
Section63.When a person adjudged to have disappeared by a court order, or an interested person, or a public prosecutor makes a request to a court and successfully proves that the person adjudged to have disappeared by a court order is still alive or died at a time different from that specified in section 62, the court shall revoke the order adjudging him to have disappeared. But this revocation does not affect the validity of all acts done in good faith during the time from the issuance of the order adjudging him to have disappeared to the revocation thereof.
When a person has obtained property as a result of a court order adjudging any person to have disappeared but has to lose his rights by cause of the revocation thereof by the court, the provisions of this Code regarding unjust enrichment shall apply mutatis mutandis.
Section64.A court order adjudging a person to have disappeared, or an order revoking an order adjudging a person to have disappeared, shall be published in the Royal Gazette.
Section65.A juristic person can only be brought into existence by virtue of this Code or other law.
Section66.A juristic person has the rights and duties according to the provisions of this Code or other law, subject to the scope of the powers and duties or purposes prescribed or designated in the law, articles of incorporation, or constituent instrument.
Section67.Subject to section 66, a juristic person has the rights and duties as a natural person, save the rights and duties which, by nature, can only happen or belong to a natural person.
Section68.The domicile of a juristic person is the place where it is headquartered, or where its office is, or which is chosen as a special domicile according to the articles of incorporation or constituent instrument.
Section69.In the event that a juristic person has its offices located in various places or has branch offices, the places where the offices or branch offices are located shall also be deemed to be the special domiciles for the affairs carried out thereat.
Section70.A juristic person must have one or several representatives as may be designated by the law, articles of incorporation, or constituent instrument.
The desires of a juristic person are expressed through the representatives of the juristic person.
Section71.In the event that a juristic person has several representatives, the operation of its affairs shall adhere to the majority of those representatives, save where it is otherwise designated in the law, articles of incorporation, or constituent instrument.
Section72.Change of a representative of a juristic person, or restriction or modification of the powers of a representative of a juristic person, shall be operative only when it conforms to the law, articles of incorporation, or constituent instrument, but this shall not be raised as a defence against a third person who acts in good faith.
Section73.If there is a vacancy amongst the representatives of a juristic person and there is a proper cause to believe that allowing such vacancy to continue would bring about damage, the court may appoint an interim representative upon a request by an interested person or public prosecutor.
Section74.If the interest of a juristic person conflicts with the interest of a representative of the juristic person in any matter, that representative of the juristic person cannot serve as a representative in such matter.
Section75.If the event under section 74 causes all the representatives of the juristic person to be unavailable or causes the number of the available representatives of the juristic person to be insufficient to constitute a quorum or to do the act in question, the stipulations of section 73 shall be applied mutatis mutandis in order that a special representative be appointed, save where it is otherwise designated by the law, articles of incorporation, or constituent instrument of the juristic person.
Section76.If the execution of a duty by a representative or procurator of a juristic person damages another person, the juristic person must be liable to compensate such damage but it does not lose the right of recourse against the person causing the damage.
If the damage to another person was caused by an act which was not covered by the scope of the purposes or powers and duties of the juristic person, all the persons stated in paragraph 1 who approved or committed such act must jointly be liable to compensate the person damaged.
Section77.The provisions of this Code regarding agency shall apply mutantis mutandis to the relations between a juristic person and its representatives and between a juristic person or its representatives and third persons.
Section78.Establishment of an association for carrying out any act in a continuous and joint manner without seeking profit or income for sharing requires articles of incorporation and registration according to the provisions of this Code.
Section79.The articles of incorporation of an association must at least contain the following items:
(1)the name of the association;
(2)the purposes of the association;
(3)the location of the headquarters and the locations of all branch offices;
(4)the methods for admission of members and exclusion of the same;
(5)the rate of the dues;
(6)articles relating to the board of directors of the association, including the number of the directors, the appointment of the directors, the terms of office of the directors, the vacation of office by the directors, and the meetings of the board of directors;
(7)articles relating to the management of the association, accountancy, and property of the association;
(8)articles relating to meetings of the general assembly.
Section80.An association must be titled using the term samakhom[5] in conjunction with the name of the association.
Section81.To apply for registration of an association, the persons numbering not less than three who are to become members of the association shall jointly file with a registrar of the locality where the association will be headquartered a written application attached with the articles of incorporation of the association, a list of the names, addresses, and occupations of the persons numbering not less than ten who are to become its members, and a list of the names, addresses, and occupations of the persons who are to become its directors.
Section82.When a registrar has received an application for registration together with articles of incorporation and finds that the application is correct according to section 81, the articles of incorporation are correct according to section 79, the purposes of the association are not contrary to the law or public good morals or not harmful to public peace or state security, the items contained in the application or articles of incorporation are in line with the purposes of the association, and the persons to become the directors of the association are of the standing and behaviour suitable for the fulfilment of the purposes of the association, the registrar shall grant the registration and issue a certificate of registration to the association and publish the establishment of the association in the Royal Gazette.
If the registrar finds that the application or articles of incorporation are not correct according to section 81 or section 79, the items contained in the application or articles of incorporation are not in line with the purposes of the association, or the persons to become the directors of the association are not of the standing and behaviour suitable for the fulfilment of the purposes of the association, he shall order the applicant to effect rectification or modification correctly. Once rectification or modification has been effected correctly, he shall grant the registration and issue a certificate of registration to the association.
If the registrar finds it unable to grant the registration because the purposes of the association are contrary to the law or public good morals or may be harmful to public peace or state security, or the applicant fails to effect rectification or modification correctly within thirty days from the day he learns the order of the registrar, the registrar shall issue an order refusing the registration and without delay notify the applicant of the order together with the reasons for the refusal.
The applicant has the right to appeal the order of refusal to the Minister of Interior by filing a written appeal with the registrar within thirty days from the day he is notified of the order of refusal.
The Minister of Interior shall rule the appeal and notify the appellant of the ruling within ninety days from the day the registrar receives the written appeal. The ruling of the Minister of Interior shall be final.
Section83.An association becomes a juristic person upon having been registered.
Section84.The articles of incorporation of an association can only be amended by a resolution of its general assembly, and the association must, within fourteen days from the day of adoption of the resolution, register the amended articles of incorporation with a registrar of the locality where the association is headquartered, and the stipulations of section 82 shall apply mutantis mutandis. Upon registration by the registrar, the amendment shall become operative.
Section85.Establishing the whole board of directors of an association anew or changing a director of an association shall conform to the articles of incorporation of the association, and the association must, within thirty days from the day of the establishment or change, register it with a registrar of the locality where the association is headquartered.
If the registrar finds that any of the directors under paragraph 1 is of the standing or behaviour unsuitable for the fulfilment of the purposes of the association, the registrar may refuse to grant registration for such director. In the event that the registrar refuses to grant registration for a director, the registrar must notify the association of the reasons for the refusal within sixty days from the day the application for registration was made, and the stipulations of section 82, paragraph 2 and paragraph 5, shall apply mutatis mutandis.
Whilst the new board of directors of the association is not yet registered, if it is not otherwise designated by the articles of incorporation of the association, the former board of directors shall continue to act as the board of directors of the association until the new board of directors is registered.
Section86.The board of directors of an association operates the affairs of the association according to the law and articles of incorporation and under the supervision of the general assembly.
Section87.The board of directors of an association represents the association in its affairs relating to a third person.
Section88.All affairs carried out by the board of directors of an association remain valid, although it later appears that there was an imperfection relating to the appointment or qualification of a director of the association.
Section89.A member of an association has the right to inspect the affairs and property of the association during the office hours of the association.
Section90.A member of an association must pay the dues in full on the day he applies for membership or on the day the period of time for the payment thereof starts, as the case may be, save where it is otherwise designated by the articles of incorporation of the association.
Section91.A member of an association may resign from the association at any time, save where it is otherwise designated by the articles of incorporation of the association.
Section92.Each member of an association is liable for an obligation of the association not exceeding the amount of the dues owed by him.
Section93.The board of directors of an association must hold at least one ordinary meeting of the general assembly a year.
Section94.The board of directors of an association may convene an extraordinary meeting of the general assembly at any time as it may find appropriate.
Members numbering not less than one fifth of the total number of the members, or not less than one hundred, or not less than that designated in the articles of incorporation may make a written request to the board of directors for convening an extraordinary meeting of the general assembly. Such written request must specify what reason the meeting should be convened for.
Once the board of directors has received the written request for convening an extraordinary meeting of the general assembly according to paragraph 2, the board of directors shall convene the extraordinary meeting, which shall be held within thirty days from the day of its receipt of the request.
If the board of directors fails to convene the meeting within the period of time under paragraph 3, the members requesting the meeting or other members may convene the meeting themselves when their total number is not less than the number designated in paragraph 2.
Section95.In convening a meeting of the general assembly, the board of directors must send the letter of meeting appointment to every member named in the register of the association for not less than seven days before the day appointed for the meeting or at least publish it twice in a newspaper in local circulation for not less than seven days before the day appointed for the meeting.
In convening a meeting of the general assembly, the place, date, time, and agenda of the meeting must be specified and the relevant details and documents as appropriate must be sent together therewith. As regards a meeting of the general assembly convened by means of publication, the said details and documents must be provided and made ready to be given to requesting members at the place designated by the convening officer.
Section96.At a meeting of the general assembly of an association, the members in attendance must not be less than one half of the total number of the members in order that a quorum be established, save where the quorum is otherwise designated in the articles of incorporation of the association.
At any meeting of the general assembly, if the designated quorum cannot be met and the meeting was convened at the request of members, the meeting shall be stayed, but if the meeting was not requested by members, the board of directors shall once again convene the meeting, which shall be held within fourteen days from the day appointed for the first meeting. At this subsequent meeting, no quorum is required.
Section97.Resolutions of a meeting shall adhere to the majority of votes as the rule, save where a special majority of votes is specifically designated by the articles of incorporation of the association.
In voting, one member has one vote. If there is a tie of votes, the president of the meeting shall issue one additional vote as a casting vote.
Section98.A member may authorise any member to attend a meeting and vote thereat on his behalf, save where it is otherwise designated by the articles of incorporation of the association.
Section99.In the event that a resolution is to be passed on any matter, if the interest of any director or member of the association conflicts with the interest of the association, such director or member cannot vote on the matter.
Section100.In holding any meeting of the general assembly, if the meeting is appointed or a resolution is adopted without conforming to or in violation of the articles of incorporation of the association or the provisions of this Part, a member or public prosecutor may request a court to revoke the resolution of such meeting, but this request must be made to the court within one month from the day of adoption of the resolution by the general assembly.
Section101.An association is dissolved by any of the following causes:
(1)when there occurs a cause as designated in the articles of incorporation;
(2)if the association is established for any period of time, when such period of time ends;
(3)if the association is established for carrying out any affair, when such affairs is finished;
(4)when the general assembly resolves to dissolve it;
(5)when the association becomes bankrupt;
(6)when a registrar strikes its name off the register according to section 102;
(7)when a court orders its dissolution according to section 104.
Section102.A registrar shall have the power to order that the name of an association be struck off the register in the following events:
(1)when it appears after the registration that the purposes of the association are contrary to the law or public good morals or may be harmful to public peace or state security and the association fails to comply with the registrar's order for rectification thereof within the period of time designated by the registrar;
(2)when it appears that the operation of the affairs of the association is contrary to the law or public good morals or may be harmful to public peace or state security;
(3)when the association has discontinued the operation of its affairs for two or more consecutive years;
(4)when it appears that the association allows or lets another person than its director to operate its affairs;
(5)when the remaining members of the association have been less than ten for more than two consecutive years.
Section103.Once a registrar has ordered striking the name of an association off the register according to section 102, he shall notify the association of the order together with the reasons therefor without delay and publish the dissolution of the association in the Royal Gazette.
Any of the directors or not less than three members of the association have the right to appeal the registrar's order under paragraph 1 to the Minister of Interior by filing a written appeal with the registrar within thirty days from the day of being notified of the order, and the stipulations of section 82, paragraph 5, shall apply mutatis mutandis.
Section104.When there occurs an event according to section 102, an interested person may request a registrar to strike the name of the association off the register. If the registrar fails to comply with the request without notifying the requestor of his reasons within due time or the requestor is not satisfied with the reasons notified by the registrar, the requestor may request a court to dissolve the association.
Section105.When there occurs a cause by which an association must be dissolved according to section 101(1), (2), (3), or (4), the board of directors incumbent at the time of the dissolution shall notify a registrar of the dissolution within fourteen days from the day of the dissolution.
In the event that a court has issued a final judgment or order adjudging an association bankrupt according to section 101(5) or a final order dissolving an association according to section 104, the court shall notify a registrar of the said judgment or order for his information.
The registrar shall publish the dissolution of an association in the Royal Gazette.
Section106.In the event that an association is dissolved, the association shall be liquidated and the provisions of Title 22 of Book 3 regarding liquidation of registered partnerships, limited partnerships, and limited companies shall apply mutatis mutandis to the liquidation of the association.
Section107.After liquidation, if any property remains, it shall not be distributed amongst the members of the association. Such remaining property must be transferred to an association, or foundation, or juristic person with purposes relating to public charity as may be named in the articles of incorporation of the association, or if it is not named in the articles of incorporation, it shall be governed by a resolution of the general assembly. However, if such transferee is not specified by the articles of incorporation or general assembly or he has been specified but is incapable of performing his duties, the remaining property shall devolve upon the State.
Section108.Whoever desires to inspect documents relating to an association which are kept by a registrar or to apply to a registrar for copies of the said documents with certification of their correctness shall file an application with the registrar, and once he has paid the fees designated by a ministerial regulation, the registrar shall fulfil his application.
Section109.The Minister of Interior shall be in charge of the execution of the provisions of this Part and shall have the power to appoint registrars and issue ministerial regulations relating to—
(1)the filing of applications for registration and the granting thereof;
(2)the fees for registration, for applying for inspection of documents, and for applying for copies of documents, and the fees for applying to a registrar for the carrying out of any activity as to an association, as well as the exemption of the said fees;
(3)the operation of affairs of associations, and the registration affairs of associations;
(4)any other matters for the fulfilment of the provisions of this Part.
Those ministerial regulations shall come into force upon their publication in the Royal Gazette.
Section110.A foundation comprises the property which is specifically allocated for purposes of public charity, religious affairs, arts, science, literature, education, or other public benefit without an aim to seek interests for sharing, and which is registered under the provisions of this Code.
The property of the foundation must not be managed for seeking interests in favour of any person but for fulfilling the purposes of the foundation itself.
Section111.A foundation must have the articles of incorporation and must have its own board of at least three directors for the operation of its affairs according to the law and its articles of incorporation.
Section112.The articles of incorporation of a foundation must at least contain the following items:
(1)the name of the foundation;
(2)the purposes of the foundation;
(3)the location of the headquarters and the locations of all branch offices;
(4)the property of the foundation at the time of its establishment;
(5)articles relating to the board of directors of the foundation, including the number of the directors, the appointment of directors, the terms of office of the directors, the vacation of office by the directors, and the meetings of the board of directors;
(6)articles relating to the management of the foundation, the management of its property, and its accountancy.
Section113.A foundation must be titled using the term munnithi[6] in conjunction with the name of the foundation.
Section114.To apply for registration of a foundation, the applicant for establishment of the foundation shall file a written application with a registrar of the locality where the foundation will be headquartered. The application must at least specify the owners and items of property to be allocated for the foundation and a list of the names, addresses, and occupations of all the persons who are to become its directors, attached with its articles of incorporation also.
Section115.When the registrar has received the application and finds that the application is correct according to section 114, the articles of incorporation are correct according to section 112, the purposes are in line with section 110 and are not contrary to the law or public good morals or not harmful to public peace or state security, the items contained in the application or articles of incorporation are in line with the purposes of the foundation, and the persons to become the directors of the foundation are of the standing and behaviour suitable for the fulfilment of the purposes of the foundation, the registrar shall grant the registration and issue a certificate of registration to the foundation and publish the establishment of the foundation in the Royal Gazette.
If the registrar finds that the application or articles of incorporation are not correct according to section 114 or section 112, the items contained in the application or articles of incorporation are not in line with the purposes of the foundation, or the persons to become the directors of the foundation are not of the standing and behaviour suitable for the fulfilment of the purposes of the foundation, he shall order the applicant to effect rectification or modification correctly. Once rectification or modification has been effected correctly, he shall grant the registration and issue a certificate of registration to the foundation.
If the registrar finds it unable to grant the registration because the purposes of the foundation are not in line with section 110 or are contrary to the law or public good morals or may be harmful to public peace or state security, or the applicant fails to effect rectification or modification correctly within thirty days from the day he learns the order of the registrar, the registrar shall issue an order refusing the registration and without delay notify the applicant of the order together with the reasons for the refusal.
The applicant has the right to appeal the order of refusal to the Minister of Interior by filing a written appeal with the registrar within thirty days from the day he is notified of the order of refusal.
The Minister of Interior shall rule the appeal and notify the appellant of the ruling within ninety days from the day the registrar receives the written appeal. The ruling of the Minister of Interior shall be final.
Section116.Before the registrar grants the registration of a foundation, the applicant for establishment of the foundation has the right to withdraw the establishment of the foundation by filing a written application with the registrar. This right to withdraw the establishment of the foundation is not inheritable.
In the event that there are several persons applying for establishment of a foundation, if any of the applicants exercises the right to withdraw the establishment of the foundation, the application for establishment of the foundation shall terminate.
Section117.In the event that the applicant for establishment of a foundation died before the registrar grants the registration thereof, if the deceased did not make a testament cancelling the establishment of the foundation for which the application was made, the application for establishment of the foundation filed by the deceased with the registrar shall continue to be in effect, and an heir, or the inheritance manager,[4] or the person authorised by the deceased shall further proceed with it as the applicant. If the said person fails to proceed with it within one hundred and twenty days from the day of the death of the applicant, an interested person or public prosecutor may further proceed with it as the applicant.
Section118.In the event that a testamentary disposition requires establishment of a foundation according to section 1676, the person who has the duty to establish the foundation according to section 1677, paragraph 1, shall proceed with it in accordance with section 114 and the provisions of this section.
If the person who has the duty to establish the foundation according to paragraph 1 fails to apply for registration of the establishment of the foundation within one hundred and twenty days from the day he becomes or should become aware of the testamentary disposition requiring the establishment of the foundation, any interested person or public prosecutor may apply for registration of the foundation.
If the applicant for registration of the foundation fails to effect rectification or modification correctly in accordance with the registrar's order under section 115, thereby causing the registrar to refuse the registration, any of the interested persons or public prosecutors may apply for registration of the foundation again.
The applicant for registration of the establishment of the foundation according to this section cannot withdraw the establishment of the foundation according to section 116.
In the event that an objection is made to the registrar, stating that the testament does not require the establishment of the foundation, the registrar shall notify the objector to file a petition with a court within sixty days from the day he is notified by the registrar, and the registrar shall put off the consideration about the registration for the time being in order to conform to a judgment or order of the court. If the objector fails to file a petition with the court within the designated time, the registrar shall resume the consideration about the registration of such foundation.
Section119.In the event that a testamentary disposition requires the establishment of a foundation, if the testament contains no disposition relating to the item under section 112(1), (3), (5), or (6), the applicant under section 118 shall be permitted to designate such an item. If it is objected by any interested person, the registrar shall issue an order as he finds appropriate and notify the applicant and objector thereof and shall at the same time notify them that either of them, if not satisfied with the said order, shall file a petition of objection with a court within sixty days from the day he is notified by the registrar, and the registrar shall put off the consideration about the registration for the time being in order to conform to a judgment or order of the court. However, if no petition of objection is filed with the court within the designated time, the registrar shall resume the consideration about the registration of the foundation as previously ordered.
Section120.In the event that several persons apply for registration of a foundation according to a testament of the same deceased, if the applications contain differences, the registrar shall summon the applicants to appear and adopt an agreement, and if the applicants fail to appear for adopting an agreement or fail to adopt any agreement within a period of time designated by the registrar, the registrar shall issue an order as he finds appropriate, and the stipulations of section 119 shall apply mutatis mutandis.
Section121.Once a foundation has been registered, if the applicant for its establishment is still alive, the property allocated for it shall belong to it from the day the registrar grants its registration onwards.
In the event that the applicant for establishment of a foundation dies before the registrar grants its registration, once the foundation has been registered, the property allocated for it shall belong to it from the time of the death of the applicant for its establishment.
Section122.A foundation becomes a juristic person upon having been registered.
Section123.The board of directors of a foundation represents the foundation in its affairs relating to a third person.
Section124.All affairs carried out by the board of directors of a foundation remain valid, although it later appears that there was an imperfection relating to the appointment or qualification of a director of the foundation.
Section125.Establishing the whole board of directors of a foundation anew or changing a director of a foundation shall conform to the articles of incorporation of the foundation, and the foundation must have it registered within thirty days from the day of the establishment or change.
If the registrar finds that any of the directors under paragraph 1 is of the standing or behaviour unsuitable for the fulfilment of the purposes of the foundation, the registrar may refuse to grant registration for such director. In the event that the registrar refuses to grant registration for a director, the registrar must notify the foundation of the reasons for the refusal within sixty days from the day of the application for registration, and the stipulations of section 115, paragraph 4 and paragraph 5, shall apply mutatis mutandis.
In the event that directors of a foundation have vacated their office and no director is left for the foundation or the remaining directors are unable to execute their duties, if the performance of their duties is not otherwise designated by the articles of incorporation of the foundation, the directors who have vacated office shall continue to act as directors for the foundation until the registrar notifies them of the granted registration of the newly established board of directors.
The directors of the foundation who have vacated office because of removal by a court order according to section 129 cannot act according to paragraph 3.
Section126.Subject to section 127, the board of directors of a foundation shall have the power to amend the articles of incorporation of the foundation. But if the articles of incorporation designate criteria and procedure for the making of an amendment, the amendment must be as designated by the articles of incorporation. In addition, the foundation shall register the amended articles of incorporation with a registrar within thirty days from the day the amendment is made by the board of directors, and the stipulations of section 115 shall apply mutatis mutandis.
Section127.The item in the articles of incorporation of a foundation according to section 112(2) may only be amended in the following event:
(1)it is for enabling the fulfilment of the purposes of the foundation; or
(2)a change in circumstances causes the purposes of the foundation to be less beneficial or causes the purposes of the foundation to be incapable of fulfilment, and the amended purposes of the foundation are close to the original purposes of the foundation.
Section128.A registrar shall have the power to scrutinise and supervise the operation of affairs of a foundation in order that it conform to the law and the articles of incorporation of the foundation. For this purpose, the registrar or a competent authority authorised in writing by the registrar shall have the power—
(1)to issue a written order directing a director, official, employee, or representative of the foundation to give explanations or facts as to the affairs of the foundation, or summoning such person for interrogation, or requiring him to send or exhibit accounts and documents of the foundation for inspection;
(2)to enter an office of the foundation during the interval between sunrise and sunset in order to inspect the affairs of the foundation.
In executing paragraph 1, the registrar shall exhibit the identity card or the competent authority shall exhibit the identity card and the written authorisation from the registrar to the persons concerned.
Section129.In the event that any director of a foundation operates the affairs of the foundation in an erroneous manner resulting in impairment to the foundation, or operates them in violation of the law or the articles of incorporation of the foundation, or becomes deprived of the standing or behaviour suitable for the fulfilment of the purposes of the foundation, any registrar, public prosecutor, or interested person may request a court to order removing such director of the foundation.
In the event that the act under paragraph 1 is committed by the board of directors of the foundation or it appears that the board of directors fails to fulfil the purposes of the foundation without appropriate cause, any registrar, public prosecutor, or interested person may request a court to order removing the whole board of directors.
In the event that a court orders removing directors or the board of directors of a foundation according to paragraph 1 or paragraph 2, the court may appoint other persons as directors or board of directors of the foundation in place of the removed directors or board of directors of the foundation. When the court has ordered appointing any person as a director of a foundation, the registrar shall proceed with the registration accordingly.
Section130.A foundation is dissolved by any of the following causes:
(1)when there occurs a cause as designated in the articles of incorporation;
(2)if the foundation is established for any period of time, when such period of time ends;
(3)if the foundation is established for any purpose, when the purpose has been completely completed or the purpose has become impossible;
(4)when the foundation becomes bankrupt;
(5)when a court orders its dissolution according to section 131.
Section131.Any registrar, public prosecutor, or interested person may request a court to order dissolving a foundation in any of the following events:
(1)when it appears that the purposes of the foundation are contrary to the law;
(2)when it appears that the foundation breaches the law or public good morals or may be harmful to public peace or state security;
(3)when it appears that the foundation is unable to continue the operation of its affairs for any reason or has discontinued the operation of its affairs for two or more years.
Section132.When there occurs a cause by which a foundation must be dissolved according to section 130(1), (2), or (3), the board of directors incumbent at the time of the dissolution shall notify a registrar of the dissolution within fourteen days from the day of the dissolution.
In the event that a court has issued a final judgment or order adjudging a foundation bankrupt according to section 130(4) or a final order dissolving a foundation according to section 131, the court shall notify a registrar of the said judgment or order for his information.
The registrar shall publish the dissolution of a foundation in the Royal Gazette.
Section133.In the event that a foundation is dissolved, the foundation shall be liquidated and the provisions of Title 22 of Book 3 regarding liquidation of registered partnerships, limited partnerships, and limited companies shall apply mutatis mutandis to the liquidation of the foundation. However, the liquidator shall submit the liquidation report to a registrar and the registrar shall approve the report.
Section134.Upon liquidation, the property of the foundation shall be transferred to a foundation or juristic person bearing the purposes under section 110 and named in the articles of incorporation of the foundation. If no such foundation or juristic person is named in the articles of incorporation of the foundation, a public prosecutor, the liquidator, or any interested person may request a court to allocate such property to another foundation or juristic person the purposes of which appear to be closest to the purposes of the foundation.
If the foundation is dissolved by a court order according to section 131(1) or (2) or the property cannot be allocated according to paragraph 1, the property of the foundation shall devolve upon the State.
Section135.Whoever desires to inspect documents relating to a foundation which are kept by a registrar or to apply to a registrar for copies of the said document together with certification of their correctness shall file an application with the registrar, and once he has paid the fees designated by a ministerial regulation, the registrar shall fulfil his application.
Section136.The Minister of Interior shall be in charge of the execution of the provisions of this Part and shall have the power to appoint registrars and issue ministerial regulations relating to—
(1)the filing of applications for registration and the granting thereof;
(2)the fees for registration, for applying for inspection of documents, and for applying for copies of documents, and the fees for applying to a registrar for the carrying out of any activity as to a foundation, as well as the exemption of the said fees;
(3)the forms of the identity cards of the registrars and competent authorities;
(4)the operation of foundations and the registration affairs of foundations;
(5)any other matters for the fulfilment of the provisions of this Part.
Those ministerial regulations shall come into force upon their publication in the Royal Gazette.
Section137.Thing refers to a tangible object
Section138.Property includes things and intangible objects which may be of value and may be taken possession of.
Section139.Immovable property refers to land and things fixed to land in a permanent manner or composing one and the same body with land, and includes real rights relating to land or to things fixed to land in a permanent manner or composing one and the same body with land.
Section140.Movable property refers to other property than immovable property, and includes rights relating to such property.
Section141.Divisible thing refers to a thing which may be separated into real and distinct parts, each being a perfect form on its own.
Section142.Indivisible thing refers to a thing which may not be separated except by changing its condition, and includes a thing which the law prescribes to be indivisible.
Section143.Thing outside commerce refers to a thing which cannot be taken possession of and a thing which, according to the law, cannot be transferred.
Section144.Component of a thing refers to a part which, according to the nature of the thing or according to local custom, is essential to the existence of such thing and cannot be separated from it except by destroying, breaking, or changing its form or condition.
The owner of a thing has ownership over the components of such thing.
Section145.A tree is a component of the land where it stands.
A herb or crop which may be harvested one or several times a year is not a component of land.
Section146.A thing fixed to a tract of land or building in a temporary manner is not considered a component of such tract of land or building. This stipulation shall apply to a building or different structure which a person having a right over a tract of land belonging to another person has erected upon such tract of land by virtue of such right.
Section147.Accessory refers to an item of movable property which, according to normal preference specific to a locality or according to an express intention of the owner of the principal thing, is habitually used together with the principal thing for the purpose of its management, utilisation, or preservation, and which is brought to the principal thing by its owner by means of attachment or adjustment to it or by any other means due to its use with the principal thing.
An accessory temporarily separated from the principal thing does not cease to be an accessory of the principal thing.
The accessory does follow the principal thing, save where it is designated otherwise.
Section148.Fruits of a thing are natural fruits and legal fruits.
Natural fruits refer to those which naturally occur from the thing, which can be obtained from the thing through the normal possession or use of such thing, and which can be taken possession of after having been severed from the thing.
Legal fruits refer to things or other benefits which the owner of the thing periodically obtains from another person in return for the use of such thing and which can be calculated and taken possession of on a daily basis or according to a period of time designated.
Section149.Juristic act refers to any act which is done in a lawful and voluntary manner, directly aimed at establishing legal relations between persons, so as to create, change, transfer, reserve, or terminate a right.
Section150.When any act bears a purpose which is expressly prohibited by the law, is impossible, or is contrary to public order or good morals, such act is void.
Section151.When any act differs from a provision of law, such act is not void if the law does not relate to public order or good morals.
Section152.When any act is not correctly done in the form required by the law, such act is void.
Section153.When any act fails to conform to the provisions of law regarding competence of a person, such act is voidable.
Section154.As regards an expression of any intention, although the person expressing the intention did not, in the recesses of his mind, intend to be bound by what he expressed, this does not cause the expression of such intention to be void, save where the other party was aware of the intention hidden in his mind.
Section155.A sham expression of intention made in collusion with the other party is void, but it cannot be raised as a defence against a third person who acted in good faith and was injured by such sham expression of intention.
If the sham expression of intention under paragraph 1 is made for concealing another juristic act, the provisions of law relating to the concealed juristic act shall apply.
Section156.An expression of intention made under a mistake as to the essence of a juristic act is void.
A mistake as to the essence of a juristic act according to paragraph 1 is, for example, a mistake as to a characteristic of a juristic act, a mistake as to the identity of a party to a juristic act, or a mistake as to the property serving as the object of a juristic act.
Section157.An expression of intention made under a mistake as to an attribute of a person or property is voidable.
A mistake according to paragraph 1 must be a mistake as to an attribute normally deemed essential, without which the voidable act would not have been done.
Section158.The mistake according to section 156 or section 157 which occurred through gross negligence of the person expressing the intention cannot be invoked by him in his favour.
Section159.An expression of intention made as a result of fraud is voidable.
The fraud which would result in the voidability according to paragraph 1 must be considerable to the degree that, if without it, the voidable act would not have been done.
If one party has expressed his intention as a result of fraud committed by a third person, the expression of such intention is voidable only when the other party was aware or should have been aware of the fraud.
Section160.Avoidance of a voidable act on account of fraud according to section 159 shall not be raised as a defence against a third person who acted in good faith.
Section161.If fraud merely induces a party to accept a more onerous term than that which he would normally accept, the party cannot avoid it but he is entitled to claim compensation for the injury occurring from it.
Section162.In a bilateral juristic act, one party wilfully remaining silent instead of disclosing a fact or attribute unknown to the other party will constitute fraud if it can be proved that, without such silence, the juristic act would not have been done.
Section163.If both parties have acted with fraud, no party may cite the fraud committed by the other party to avoid the act or claim compensation.
Section164.An expression of intention as a result of duress is voidable.
The duress which would render any act voidable must be one which poses an imminent danger and is serious enough to ground the fear of the person subjected to it, and without which the act would not have been done.
Section165.A threat to exercise a right in a normal manner is not deemed to be duress.
Any act done out of a reverential fear is not deemed to have been done as a result of duress.
Section166.Duress does render an expression of intention voidable, even when it is committed by a third person.
Section167.In ruling a case of mistake, fraud, or duress, regard shall be had to the sex, age, status, health, and mental condition of the person expressing the intention, as well as other circumstances and surroundings thereof.
Section168.An expression of intention made to a person present shall be deemed operative from the time the recipient of the expression learns the expression. This stipulation shall apply also to the event in which one person expresses his intention to another person by means of telephone or other communication device or by a different means which allows them to contact each other in a similar manner.
Section169.An expression of intention made to a person absent shall be deemed operative from the time the expression reaches its recipient. But if revocation reaches such recipient before or at the same time as the arrival of the expression at the recipient, the expression becomes inoperative.
A sent expression of intention is not impaired, even when the person making the expression dies or is adjudged incompetent or quasi-incompetent by a court order after making the expression.
Section170.An expression of intention made to a minor or a person adjudged incompetent or quasi-incompetent by a court order cannot be raised as a defence against the recipient of the expression, save where his legal representative, custodian, or curator, as the case may be, was also aware of it or has given prior consent to it.
The stipulation of paragraph 1 shall not apply if the expression of intention relates to an act which a legal provision allows to be done by a minor or quasi-competent person on his own.
Section171.In interpreting an expression of intention, focus shall be made upon the true intention rather than the wording or letter.
Section172.No void act can be confirmed and any interested person can raise the nullity of the void act.
If property has to be returned as a result of a void act, the provisions of this Code regarding unjust enrichment shall apply.
Section173.If any part of a juristic act is void, the entire juristic act is void, save where it can be presumed from the circumstances of the case that the parties intended the sound part to be severable from the void part.
Section174.Any act which is void but bears the characteristics of another sound juristic act shall be deemed to be the sound juristic act if it can be presumed from the circumstances of the case that such other sound juristic act would have been intended from the outset by the parties had they been aware of the voidness.
Section175.A voidable act can be avoided by the following persons:
(1)the legal representative or the minor upon reaching majority, but the minor may avoid it before reaching majority if he has obtained the consent of the legal representative;
(2)the person adjudged incompetent or quasi-incompetent by a court order, upon being discharged from the incompetence or quasi-incompetence, or the custodian, or the curator, as the case may be, but the quasi-incompetent person may avoid it before being discharge from the quasi-incompetence if he has obtained the consent of the custodian;
(3)the person expressing his intention under a mistake, or fraud, or duress;
(4)the insane person who did the voidable act according to section 30, when he is no longer insane.
If the person who did the voidable act dies prior to avoiding it, his heir may avoid it.
Section176.Upon avoidance, a voidable act shall be deemed to have been void from the outset, and the parties thereto shall return to their original positions. If such return is impossible, damages shall be given instead.
If any person has been or should have been aware that any act is voidable, that person shall, upon avoidance, be deemed to have been aware that the act is void from the day he becomes or should have become aware of its voidability.
No claim arising from the return to the original position according to paragraph 1 shall be exercised upon elapse of one year from the day the voidable act is avoided.
Section177.If any of the persons having the right to avoid a voidable act according to section 175 has confirmed the voidable act, the act shall be deemed to have been valid from the outset. However, this does not affect the rights of a third person.
Section178.Avoidance or confirmation of a voidable act is made by expression of intention to the other party who can certainly be identified.
Section179.Confirmation of a voidable act is only valid when it is made after the grounds of the voidability of such act have ended.
A person adjudged incompetent or quasi-incompetent by a court order or insane person who did a voidable act according to section 30 can only confirm the voidable act when he learns of such voidable act after having been discharged from the incompetence or quasi-incompetence or when he is sane, as the case may be.
An heir of a person who did a voidable act can only confirm the voidable act from the time the person who did the voidable act dies, save where the right of the dead person to avoid the voidable act has already terminated.
The provisions of paragraph 1 and paragraph 2 shall not apply if the voidable act is confirmed by the legal representative, custodian, or curator.
Section180.After the time which confirmation may be given according to section 179, if any of the following circumstances occurs in relation to the voidable act because of an action of a person having the right to avoid it, it shall be deemed to be the giving of confirmation, unless any explicit reservation is made:
(1)an obligation has been performed in whole or in part;
(2)the performance of an obligation has been demanded;
(3)an obligation has been novated;
(4)security has been provided for an obligation;
(5)a right or liability has been transferred in whole or in part;
(6)a different act has been done, which indicates the giving of confirmation.
Section181.No voidable act shall be avoided upon elapse of one year from the time the act may be confirmed or upon elapse of ten years from the time the voidable act is done.
Section182.Any statement subjecting the operativeness or inoperativeness of a juristic act to an event the future occurrence of which is uncertain is called a condition.
Section183.Any juristic act subject to a condition precedent becomes operative upon fulfilment of such condition.
Any juristic act subject to a condition subsequent becomes inoperative upon fulfilment of such condition.
If the parties to the juristic act have expressed their mutual intention that the fulfilment of the condition be retroactively operative from any time before the fulfilment, such intention shall govern.
Section184.Whilst a condition is not yet fulfilled, any party to the juristic act subject to the condition must refrain from doing anything to the prejudice of the benefit which the other party should obtain from the fulfilment of such condition.
Section185.Whilst a condition is not yet fulfilled, whatever rights and duties a party has may be disposed of, inherited, protected, or insured in any manner according to the law.
Section186.If a condition would be fulfilled in such a way that may disadvantage any party and such party, by acting in bad faith, prevents the condition from being fulfilled, the condition shall be deemed to have been fulfilled already.
If a condition would be fulfilled in such a way that may advantage any party and such party, by acting in bad faith, causes the condition to be fulfilled, the condition shall be deemed to have never been fulfilled at all.
Section187.If the condition has already been fulfilled at the time of doing the juristic act, such juristic act shall be deemed to be subject to no condition, when the condition is precedent, or to be void, when the condition is subsequent.
If it is certain at the time of doing the juristic act that the condition will never be fulfilled, such juristic act shall be deemed to be void, when the condition is precedent, or to be subject to no condition, when the condition is subsequent.
As long as a party is not aware that the condition has already been fulfilled according to paragraph 1 or will never be fulfilled according to paragraph 2, the party still has the rights and duties according to section 184 and section 185.
Section188.When any juristic act is subject to a condition which is contrary to the law or to public order or good morals, the juristic act is void.
Section189.When any juristic act is subject to a condition precedent and such condition is impossible, the juristic act is void.
When any juristic act is subject to a condition subsequent and such condition is impossible, the juristic act shall be deemed to subject to no condition.
Section190.When any juristic act is subject to a condition precedent and whether or not such condition will be fulfilled depends upon the will of the obligor's party, the juristic act is void.
Section191.When any juristic act has a starting time designated for it, the performance of such juristic act shall not be demanded before the arrival of the designated time.
When any juristic act has an ending time designated for it, such juristic act becomes inoperative upon the arrival of the designated time.
Section192.A starting or ending time shall be presumed in the first place to have been designated for the benefit of the obligor's party, save where it appears from the contents of the instrument or from the circumstances of the case that it is intended to be for the benefit of the obligee's party or of both parties mutually.
If such a time benefits any party, the party may waive the benefit when it does not affect the benefit which the other party should obtain from the time.
Section193.In the following cases, the obligor's party shall not enjoy the benefit of a starting or ending time:
(1)the obligor has been ordered absolute receivership by a court in accordance with a law regarding bankruptcy;
(2)the obligor fails to provide security when he is required to provide it;
(3)the obligor has destroyed or diminished the security provided;
(4)the obligor provides property of another person as security without the consent of the owner of such property.
Section193/1.The counting of all periods of time shall be governed by the provisions of this Title, save where it is otherwise designated by a law, court order, regulation, or juristic act.
Section193/2.In calculating a period of time, it shall be calculated in days. But if it is designated with a unit of time shorter than a day, it shall then be calculated according to the unit of time so designated.
Section193/3.If a period of time is designated with a unit of time shorter than a day, its counting shall start from the moment the act in question starts.
If a period of time is designated in days, weeks, months, or years, its first day shall be excluded from the counting, save where the act in question start on that very day from the time customarily deemed to be the time for starting work.
Section193/4.In lawsuits, public affairs, or commercial and industrial business, a day refers to the working time designated by a law, court order, or regulation, or the normal working time of the activities concerned, as the case may be.
Section193/5.If a period of time is designated in weeks, months, or years, it shall be calculated according to the calendar years.
If a period of time is not designated to be counted from the first day of a week, month, or year, it ends on the day before the day of the last week, month, or year which corresponds to the day of its start. If a period of time counted in months or years has no corresponding day in the last month, the last day of that month shall be deemed the day of the end of the period of time.
Section193/6.If a period of time is designated in months and days, or is designated in months and fractions of months, the full months shall be counted first and the days shall then be counted or the fractions of months shall then be counted in days.
If a period of time is designated in fractions of years, the fractions of years shall be calculated in months first, and if fractions of months are left, those fractions of months shall then be counted in days.
In calculating fractions of months according to paragraph 1 and paragraph 2, one month shall be deemed to be composed of thirty days.
Section193/7.If a period of time is extended without the first day of the extension having been designated, the day following the last day of the original period of time shall be counted as such first day.
Section193/8.If the last day of a period of time is a holiday according to an official announcement or according to the custom, the day on which the work resumes after such holiday shall be counted as the last day of the period of time.
Section193/9.When any claim is not enforced within a period of time designated by the law, such claim is barred by limitation.
Section193/10.When a claim is barred by limitation, the obligor has the right to refuse the performance according to such claim.
Section193/11.No limitation designated by the law shall be suspended, or extended, or shortened by a mutual agreement of the parties.
Section193/12.Limitation shall start to be counted from the moment the claim may be enforced onwards. If the claim is for forbearance of any act, limitation shall start to be counted from the earliest time the act is committed.
Section193/13.As for a claim which the obligee cannot enforce until he has demanded performance from the obligor, limitation shall start to be counted from the earliest time the demand can be made. But if the obligor is not required to make the performance until elapse of a certain period of time counted from the time the demand is made, limitation shall start to be counted from the end of such period of time.
Section193/14.Limitation is interrupted in the following cases:
(1)the obligor has acknowledged the obligation owed to the obligee according to the claim, by providing a letter of acknowledgement, making partial performance, paying the interest, providing security, or doing any act which undoubtedly implies his acknowledgement of the obligation according to the claim;
(2)the obligee has instituted a case in order to establish the claim or demand the performance;
(3)the obligee has applied for receiving the performance in a bankruptcy case;
(4)the obligee has assigned the dispute to an arbitrator for consideration;
(5)the obligee has done any other act which gives the same result as the institution of a case.
Section193/15.When limitation is interrupted, the period of time which has previously elapsed shall not be included thereto.
Limitation shall start to be recounted from the time the cause of its interruption ends.
Section193/16.As regards any obligation for which the obligee will receive periodical performance by virtue of the source of the obligation, the obligee has the right to demand from the obligor at any time before completion of the period of limitation a written acknowledgement of the obligation serving as evidence of the interruption of limitation.
Section193/17.In the event that limitation is interrupted by the cause under section 193/14(2) and the case is dismissed by a final judgment or the case is concluded by disposal due to withdrawal or abandonment of the plaint, it shall be deemed that limitation has never been interrupted.
In the event that the court refuses to accept, or returns, or dismisses the plaint because the case is not subject to its jurisdiction or the court dismisses the plaint without excluding the right of the plaintiff to reinstitute the case, and it appears that the period of limitation has already been completed during the trial or is about to be completed within sixty days from the day the judgment or order becomes final, the obligee shall have the right to, within sixty days counted from the day the judgment or order becomes final, institute the case in order to establish the claim or to demand the performance.
Section193/18.Section 193/17 shall apply mutatis mutandis to the event in which limitation is interrupted by the cause under section 193/14(3), (4), or (5).
Section193/19.Whilst a period of limitation is about to be completed, if a force majeure prevents the obligee from acting according to section 193/14, the period of limitation shall be kept from being completed until elapse of thirty days from the day of the end of such force majeure.
Section193/20.As regards a claim of a minor or insane person, whether or not adjudged incompetent by a court order, if the period of limitation is about to be completed whilst the said person does not yet attain full competence or during one year from the day the said person lacks a legal representative or custodian, the period of limitation shall not be completed until completion of one year from the day the said person attains full competence or acquires a legal representative or custodian, as the case may be. However, if such claim is subject to a period of limitation shorter than one year, the shorter period shall apply instead of the said period of one year.
Section193/21.As regards a claim of a minor or an incompetent or quasi-incompetent person against his own legal representative, or custodian, or curator, if the period of limitation is about to be completed whilst the said person does not yet attain full competence or during one year from the day the said person lacks a legal representative, or custodian, or curator, the period of limitation shall not be completed until completion of one year from the day the said person attains full competence or acquires a legal representative, or custodian, or curator, as the case may be. However, if such claim is subject to a period of limitation shorter than one year, the shorter period shall apply instead of the said period of one year.
Section193/22.As regards a claim between a husband and his wife, if the period of limitation is about to be completed before or within one year from the day of the end of their marriage, such period of limitation shall not be completed until completion of one year from the day of the end of their marriage.
Section193/23.As regards a claim which is in favour or disfavour of a dead person, if the period of limitation is about to be completed within one year from the day of the death, such period of limitation shall not be completed until completion of one year from the day of the death.
Section193/24.When a period of limitation is completed, the obligor may waive the benefit of such limitation, but this waiver does not affect the right of a third person or the surety.
Section193/25.When a period of limitation is completed, it shall be retroactively operative from the day of its start.
Section193/26.When the principal claim is barred by limitation, the accessory claim shall also be barred by limitation, although the period of limitation governing the accessory claim is still not completed.
Section193/27.A mortgagee, pledgee, holder of a right of retention, or holder of a preferential right over an obligor's property he has retained still has the right to enforce performance from the property mortgaged, pledged, or retained, although the principal claim has already been barred by limitation. But such claim shall not be exercised to enforce payment of the interest which has been in arrears for over five years.
Section193/28.Performance of an obligation in accordance with a claim already barred by limitation, regardless of how much it was made, can never be recalled, although the performer was not aware that the claim had already been barred by limitation.
Section193/29.When limitation is not raised as a defence, the court shall not dismiss the plaint citing limitation as a reason.
Section193/30.Limitation shall last for a period of ten years, if this Code or other law does not prescribe a specific period therefor.
Section193/31.As regards a claim of the State for a tax or duty, limitation shall last for a period of ten years. A claim of the State for a different obligation shall be enforced in accordance with the provisions of this Title.
Section193/32.As for a claim arising from a final judgment of a court or from a contract of compromise, limitation shall last for a period of ten years, regardless of how long the period of limitation governing the original claim would last.
Section193/33.As regards the following claims, limitation shall last for a period of five years:
(1)outstanding interest;
(2)money needing to be paid to cover the capital in installments;
(3)outstanding rent for lease of property, save the rent for lease of the movable property under section 193/34(6);
(4)money pending payment, namely, monthly salaries, yearly salaries, pensions, maintenances, and other similar money designated to be paid periodically;
(5)the claims under section 193/34(1), (2), and (5) which are not subject to two-year limitation.
Section193/34.As regards the following claims, limitation shall last for a period of two years:
(1)a claim of a person carrying out trade or industry, carrying out handicraft, carrying out industrial arts, or carrying out craftsmanship, for the cost of the goods delivered, the cost of the service rendered, or the cost of the taking care of another person's affairs, as well as the money advanced, save where the activity was done for the affairs of the obligor's party itself;
(2)a claim of a person carrying out agriculture or forestry for the cost of the goods delivered, which are agricultural or forest products for use in the household of the obligor's party itself;
(3)a claim of a carrier of passengers or goods or of a messenger for a fare, freight, rent, or fee, as well as the money advanced;
(4)a claim of a person carrying out a hotel or dormitory business, carrying out a food and drink distribution business, or carrying out a service establishment business according to the law regarding service establishments, for the cost of accommodation, the cost of food or drink, the cost of the service or work rendered to a guest or service user, as well as the money advanced;
(5)a claim of a seller of a kin baeng ticket,[7] kin ruap ticket,[8] or similar ticket for the cost of such ticket, save where it is sold to be resold;
(6)a claim of a person carrying out a movable property leasing business, for a rent;
(7)a claim of a person not covered by any of the types specified in (1) but carrying out a business of taking care of another person's affairs or rendering any service, for the remuneration which should be received therefor as well as the money advanced;
(8)a claim of an employee in personal service for the wage or other remuneration for the service rendered as well as the money advanced, or a claim of an employer for the return of such kind of money which he has advanced;
(9)a claim of an employer, whether hired on a regular basis, temporary basis, or daily basis, or of an apprentice, for the wage or other remuneration as well as the money advanced, or a claim of an employer for the return of such kind of money which he has advanced;
(10)a claim of a teacher of an apprentice for a teaching fee and other costs as agreed, as well as the money advanced;
(11)a claim of the owner of an educational or medical institution for a study fee and other fees, or a medical fee and other costs, as well as the money advanced;
(12)a claim of a person taking in another person for maintenance or training, for the cost of the service rendered as well as the money advanced;
(13)a claim of a person accepting to raise or train an animal, for the cost of the service rendered as well as the money advanced;
(14)a claim of a teacher or instructor for a teaching fee;
(15)a claim of a practitioner of a medical, dental, nursing, or midwifing profession, practitioner of a veterinary profession, or practitioner of a different field of medicine for the cost of the service rendered as well as the money advanced;
(16)a claim of an attorney-at-law, or practitioner of a legal profession, or expert witness for the cost of the service rendered as well as the money advanced, or a claim of a party to a case for the return of such kind of money which he has advanced;
(17)a claim of a practitioner of an engineering or architectural profession, auditor, or other freelancer for the cost of the service rendered as well as the money advanced, or a claim of the hirer of the said service for the return of such kind of money which he has advanced.
Section193/35.As regards a claim arising from the acknowledgement by the obligor of a liability, which is supported by written evidence or by the provision of security according to section 193/28, paragraph 2, limitation shall, subject to section 193/27, last for a period of two years from the day the liability is acknowledged or the security is provided.
Notes[edit]
- ↑ In Thai, pu (Thai: ปู่) refers to the father of one's father, and ya (Thai: ย่า), the mother of one's father.
- ↑ In Thai, ta (Thai: ตา) refers to the father of one's mother, and yai (Thai: ยาย), the mother of one's mother.
- ↑ In Thai, thuat (Thai: ทวด) refers to the father or mother of one's grandfather or grandmother.
- ↑ 4.0 4.1 The Thai term phuchatkan moradok (Thai: ผู้จัดการมรดก; literally, "inheritance manager") can refer to either a will executor or estate administrator.
- ↑ Samakhom (Thai: สมาคม) means "association".
- ↑ Munnithi or munlanithi (Thai: มูลนิธิ) means "foundation".
- ↑ Salak kin baeng (Thai: สลากกินแบ่ง; literally, "eat-and-share ticket") refers to a form of lottery ticket the revenue obtained from the selling of which is shared between the government and the seller.
- ↑ Salak kin ruap (Thai: สลากกินรวบ; literally, "eat-in-whole ticket") refers to a form of lottery ticket the revenue obtained from the selling of which wholly belongs to the seller.