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Act Prescribing Offences Relating to Registered Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations

(Translation )0+

ACT PRESCRIBING OFFENCES RELATED TO REGISTERED PARTNERSHIPS , LIMITED PARTNERSHIPS ,
LIMITED COMPANIES , ASSOCIATIONS AND FOUNDATIONS ,
B.E.
2 499 (1956)
____________
BHUMIBOL ADULYADEJ, REX;
Given on the 13
th Day of November B.E. 2 499;
Being the 11th Year of the Present Reign.

His Majesty King Bhumibol Adulyadej is graciously pleased to proclaim that:
Whereas it is expedient to revise the law on offences related to registered
p artnerships, limited partnerships, limited companies, as sociations and foundations;
Be it, therefore, enacted by the King, by and with the advice and consent of the
House of Representatives , as follows.
Section 1. This Act is called the “ Act Prescribing Offences Related to Registered
Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations , B.E. 2499 (1956)”.
Section 2. This Act shall come into force as from 1
st January 1957 .
C
HAPTER I
_______________
O
FFENCES RELATED TO REGISTERED PARTNERSHIPS , LIMITED PARTNERSHIPS
AND LIMITED COMPANIES
Section 3. Any registered p artnership or limited partnership which uses a
name in a seal, a name board, an advertisement, a letter, a notice or any other document
related to the business of the partnership in the following manner:
(1) in the case of characters in Thai, without using the expression “Juristic Person
Ordinary Partnership” or “Limited Partnership ”, as the case may be, as part of its name;
(2) in the case of characters in a foreign language, without using the expression
d enoting “Juristic Person Ordinary Partnership” or “Limited Partnership ”, as the case may be, in
accordance with the Notification of the Ministry of Commerce, as part of its name,

*
2**Section 4. Any person who uses a name or trade name with Thai characters as
part of the expression “Juristic Person Ordinary Partnership” or “Limited Partnership ” or with
foreign -language characters of such connotation in a seal, a name board, an advertisement, a
letter, a notice or any other document related to business witho ut forming a registered
partnership or limited partnership shall be liable to a fine not exceeding twenty thousand Baht
and to an additional fine at a daily rate not exceeding five hundred Baht until discontinuance of such
use or until due compliance with legal requirements, as the case may be, unless such use is made in
the registration related to the formation of a partnership.
shall
be liable to a fine not exceeding fifty thousand Baht and to an additional fine at
a daily rate not exceeding five hundred Baht until its due compliance with legal requirements.

+ Translation by Dr. Pinai Nanakorn, Faculty of Law, Thammasat University, for the Department of Business
Development, Ministry of Commerce
* As amended by section 3 (1) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partners hips, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
** As amended by section 3 (2) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
1

*
Section 5. Any limited company other than a bank uses a name in a seal, a
name board, an advertisement, a letter, a notice or any other document related to t he
business of the company in the following manner:
Section 4/1. Any
registered partnership or limited partnership fails to register
under section 1064/2 or section 1078/2 of the Civil and Commercial Code shall be liable to a
fine not exceeding twenty thousand Baht.

(1) in the case of characters in Thai, without using the expression “ Company” before
the name and “Limited “ at the end of the name ;
(2) in the case of characters in a foreign language, without using the expression
denoting “ Limited Company ” in accordance with the Notification of the Ministry of Commerce, as
part of its name,

**
**Section 6. Any person who uses a name or trade name with Thai characters as
part of the expression “ Limited Company”, “Company” or “Limited ” or with foreign-language
characters of such connotation in a seal, a name board, a letter, a notice or any other
document related to business without form ing a limited company shall be liable to a fine not
exceeding twenty thousand Baht and to an additional fine at a daily rate not exceeding five
hundred Baht until discontinuance of such use or until due compliance with legal requirements , as
the case may be, unless such use is made in the registration related to the formation of a company, a
prospectus or an advertisement .
shall be liable to a fine not exceeding twenty
thousand Baht and to an additional
fine at a daily rate not exceeding five hundred Baht until discontinuance of such use or until due
compliance with legal requirements , as the case may be.

***
Section 7.
Any limited company which fails to cause forfeited shares to be sold by
public auction or fails to apply the proceeds of the sal e to the payment of the call and interest due
or fails to return the surplus to the shareholder in accordance with section 1125 of the Civil and
Commercial Code shall be liable to a fine not exceeding twenty thousand Baht . ****
Section 8. Any limited company which
fails to prepare and deliver to each
shareholder certificates for shares held by such shareholder or demands payment of a fee in excess
of the amount stipulated under section 1127 of the Civil and Commercial Code or fails to pre pare
share certificates in accordance with section 1128 of the Civil and Commercial Code shall be liable to
a fine not exceeding ten thousand Baht . *****
*** Section 10. Any limited company which fails to keep a register of shareholders in
accordance with section 1138 of the Civil and Commercial Code shall be liable to a fine not exceeding
twenty thousand Baht .
Section 9.
Any limited company which issues certificates to bearer in
contravention of section 1134 of the Civil and Commercial Code shall be liable to a fine not exceeding
twenty thousand Baht .

* As added by section 3 of the Act Prescribing Offences Related to Registered Partnerships, Limited Partnerships,
Limited Companies, Associations and Foundations (No. 3), B.E. 2549 (2006).
** As amended by section 3 (2) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
*** As amended by section 3 (3) of the Act Prescribing Offences Related to Registered Partnershi ps, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
**** As amended by section 3 (4) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
***** As amended by section 4 of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
2

*
Section 11. Any limited company which
fails to keep a register of shareholders or,
fails to cause a register of shareholders to be open for inspection by shareholders upon their request
in accordance with section 1139 paragraph one of the Civil and Commercial Code shall be liable to a
fine no t exceeding twenty thousand Baht . **
*Section 13. Any limited company which fails to undertake registration in
accordance with section 1146, section 1157, section 1228, section 1239 or section 1241 of the
Civil and Commercial Code shall be liable to a fine not exceeding twenty thousand Baht.
Section 12.
Any limited company which owns its own shares or takes its own
shares in pledge in contravention of section 1143 of the Civil and Commercial Code shall be liable
to a fine not exceeding one hundred thousand Baht.

*Section 14. Any limited company which fails to have a registered office or fails to
give the notice in accordance with section 1148 of the Civil and Commercial Code shall be liable to
a fine not exceeding twenty thousand Baht.

*Section 15. Any limited company which fails to print or indicate its capital in
contravention of section 1149 of the Civil and Commercial Code shall be liable to a fine not
exceeding twenty thousand Baht .

*Section 16. Any limited company which fails to summon th e meeting in
accordance with section 1171 paragraph one of the Civil and Commercial Code shall be liable to a
fine not exceeding twenty thousand Baht .
* Section 17. Any limited company which fails to publish a notice summoning a
general meeting or fails to send the notice to shareholders or fails to specify in the notice the
place, day and time of the meeting and the nature of the business to be transacted in
accordance with section 11 75 of the Civil and Commer cial Code shall be liable to a fine not
exceeding twenty thousand Baht .
Section 18. Any limited company which:
(1) fails to make a balance -sheet in accordance with section 11 96 of the Civil and
Commercial Code ;
(2) fails to cause its balance -sheet to be examined by auditors , fails to submit the
balance -sheet for adoption by a general meeting , fails to send a copy of the balance-sheet or fails to
have copies of the balance -sheet in accordance with section 1197 of the Civil and Commercial Code; or
(3) fails to distribute a copy of a balance -sheet to any person wishing to obtain the
same in accordance with section 11 99 paragraph one of the Civil and Commercial Code .

*shall be liable to a fine not exceeding twenty thousand Baht.

*Section 19. Any limited company which pays dividends in contravention of section
1201 of the Civil and Commercial Code or distributes dividends in contravention of section 1202 of
the Civil and Commercial Code shall be liable to a fine not exceeding twenty thousand B aht.
Any sum , other than the amount paid on shares, paid or distributed to shareholders
as such shall be deemed as the dividend under this section.

*Section 20. Any limited company which fails to give a notice of dividends that may
have been declared in accordance with section 1204 of the Civil and Commercial Code shall be liable
to a fine not exceeding twenty thousand Baht .

* As amended by section 3 (3) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
** As amended by section 3 (5) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).

3

*
Section 21
. Any limited company which fails to offer new shares allotted to
existing shareholders in accordance with section 1222 of the Civil and Commercial Code shall be
liable to a fine not exceeding twenty thousand Baht . **
Section 2
2. Any limited company which fails to publish or send a notice
indicating the proposal to reduce its capital in accordance with section 122 6 paragraph one of the
Civil and Commercial Code or proceeds with a reduction of its capital in contravention of section
1226 paragraph three of the Civil and Commercial Code shall be liable to a fine not exceeding fifty
thousand Baht . ***
**Section 24 . Any limited company which fails to publish or send a notice indicating
the particulars of the proposed amalgamation in accordance with section 1240 paragraph one of
the Civil and Commercial Code or proceeds with an amalgamation in contravention of section 1240
paragraph three of the Civil and Commercial Code shall be liable to a fine not exceeding fifty
thousand Baht . Section 2
3. Any limited company which issues debentures in contravention of
section 1229 of the Civil and Commercial Code shall be liable to a fine not exceeding fifty thousand
Baht .

**Section 25. In the case where a limited company commits any offence under
section 7 to section 24. Directors of such company or any person responsible for the operation
of business of such company shall be liable to a fine not exceeding fifty thousand Baht.

****
*Section 27. Any director of a limited company who fails to summon an
extraordinary meeting in accordance with section 1 172 paragraph two or section 1174 paragraph
one of the Civil and Commercial Code shall be liable to a fine not exceeding twenty thousand Baht .
Section 2
6. Any director of a limited company wh o fails to send a copy of the list
of all shareholders and those who have ceased to be shareholders in accordance with section
1139 paragraph two of the Civil and Commercial Code shall be liable to a fine not exceeding ten
thousand Baht .
Section 28. Any director of a limited company who:
(1) fails to send a copy of every balance sheet in accordance with section 1199
paragraph two of the Civil and Commercial Code;
(2) fails to cause true accounts to be kept in accordance with section 1206 of the
Civil and Commercial Code ; or
(3) fails to cause minutes to be duly entered in the books or fails to keep such
books in accordance with section 1207 of the Civil and Commercial Code,

**shall be liable to a fine not exceeding fifty thousand Baht .

*Section 29. Any limited company which sends a notice to shareholders to
subscribe for new shares in contravention of section 1223 of the Civil and Commercial Code shall
be liable to a fine not exceeding twenty thousand Baht.

* As amended by section 3 (3) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies , Associations and Foundations (No. 2), B.E. 2535 (1992).
** As amended by section 3 (6) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
*** As amended by section 5 of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
**** As amended by section 3 (4) of the Act Prescribing Offence s Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).

4

*
Any person who gives or promises to give any special benefit to a shareholder in
return for such shareholder voting or refraining from voting at a general meeting of a limited
company shall be liable to the same penalty.
Section 30.
Any shareholder who accepts or agrees to accept any spec ial benefit for
himself or any other person in return for voting or refraining from voting at a general meeting of a
limited company shall be liable to a fine not exceeding ten thousand Baht .

**
Section 31.
Any auditor of a registered partnership, limited partnership or limited
company who incorrectly certifies a balance -sheet or any other account or makes a false report shall
be liable to imprisonment for a term not exceeding one year or to a fine not exceed ing ten thousand
Baht or to both. ***
*** Section 31/2. Any managing partn er of a registered partnership or limited
partnership fails to comply with section 1246/3 of the Civil and Commercial Code shall be liable to a
fine not exceeding fifty thousand Baht .
Section 31/1. Any a registered partnership or limited partnership which fails to
publish or send a notice indicating the proposed transformation in accordance with section
1246/1 (2) or proceeds with the transformation in contravention of section 1246/1 paragraph two of
the Civil and Commercial Code shall be liable to a fine not exceeding twenty thousand Baht .

*** Section 31/3. Any board of directors of a limited company which fails to register
the transformation within the time prescribed under section 1246/ 4 of the Civil and Commercial
Code shall be liable to a fine not exceeding twenty thousand Baht .

****
Section 32
. Any auditor of a registered partnership, limited partnership or limited
company who fails to take action under section 1253 of the Civil and Commercial Code shall be liable
to a fine not exceeding eighty thousand Baht . *****
***** Section 34 . Any auditor of a registered partnership, limited partnership or limited
company who fails to apply to the Court in accordance with section 1266 of the Civil and Commercial
Code shall be liable to a fine not exceeding fifty thousand Baht .
Section 3
3. Any auditor of a registered partnership, limited partnership or limited
company who fails to register in accordance with section 1254, section 1258, section 1262 or section
1270 paragraph two of the Civil and Commercial Code shall be liable to a fine not exceeding fifty
tho usand Baht .

* As amended by section 3 (4) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, L imited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
** As amended by section 3 (7) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
*** As added by section 3 of the Act Prescribing Offences Related to Registered Partnerships, Limited Partnerships,
Limited Companies, Associations and Foundations (No. 4), B.E. 2551 (2008).
**** As amended by section 3 (8) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
***** As amended by section 3 (6) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).

5

Section 35. Any auditor of a registered partnership, limited partnership or limited
company who:
(1 ) fails to make a balance -sheet or to summon a general meeting in accordance
with section 1255 of the Civil and Commercial Code;
(2 ) fails to make the report or cause the report to be open for inspection in
accordance with section 1267 of the Civil and Commercial Code ;
(3 ) fails to make the report , to summon a general meeting or to give explanations in
accordance with section 1270 paragraph one of the Civil and Commercial Code ; or
(4 ) fails to deposit books, accounts and documents in accordance with section 1271
paragraph one of the Civil and Commercial Code,

*
shall be liable to a fine not exceeding fifty
thousand Baht . **
Section 36.
Any auditor of a registered partnership, limited partnership or limited
company who fails to summon a general meeting, to make a report or to give explanations in
accordance with section 1268 of the Civil and Commercial Code shall be liable to a fine not exceeding
ten thousand Baht . ***
*Section 38. Any director or liquidator of a limited company who dishonestly
represents any falsehood to, or conceals any truth from, a general meeting as to any matt er in
connection with financial standing of the company shall be liable to a fine not exceeding fifty
thousand Baht . Section 37
. Any auditor of a registered partnership, limited partnership or limited
company who divides the property in contravention of section 1269 of the Civil and Commercial
Code shall be liable to a fine not exceeding twenty thousand Baht .

****
Section 38/1
. Any person who, in the course of business, uses the name of a
registered partnership, limited partnership or limited company which has been struck off the register,
with the intent to cause the public to understand that such registered partnership, limite d
partnership or limited company has not been struck off the register shall be liable to a fine not
exceeding fifty thousand Baht and to an additional fine at a daily rate not exceeding one thousand
Baht until discontinuance of such use . *****
Section 39.
Any person who, being responsible for the operation of affairs of a
registered partnership, limited partnership or limited company, takes away, damages, destroys,
causes depreciation of a value of or renders useless the property pledged by such juristic person,
shall be, if the act is committed with a n intent to cause loss to the pledgee, liable to imprisonment for
a term not exceeding three years or to a fine not exceeding sixty thousand Baht or to both.

* As amended by section 3 (6) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
** As amended by section 3 (4) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
*** As amended by section 3 (3) of the Act Prescribing Offences Related to Registered Partnership s, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
**** As added by section 4 of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 4), B.E. 2551 (2008).
***** As amended by section 3 (9) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).

6

Section 40. Any person who, being re sponsible for the operation of affairs of a
registered partnership, limited partnership or limited company, does any of the following acts
knowingly that the creditor of such juristic person or the creditor of any other person intending to
exercise the rig ht of the creditor of such juristic person enforces the debt against such juristic person
or brings or is likely to bring an action before a Court to claim payment of a debt:
(1) diverting, concealing or transferring to any other person the property of s uch juristic person; or
(2) pretending that such juristic person is in debt, which is untrue,

*
shall be, if the act is committed to prevent the creditor from receiving full or partial
payment, liable to imprisonment for a term not exceeding three years or to a fine not exceeding sixty
thousand Baht or to both. **
Section 42. Any person who, being responsible for the operation of affairs of a
registered partnership, limited partnership or limited company, commit s or gives consent to any of
the following acts:
Section 41.
Any person who, being responsible for the operation of affairs of a
registered partnership, limited partnership or limited company, does any act or omits to do any act,
with an in tent to seek any benefit otherwise unobtainable by a lawful means for himself or for any
other person and thereby causes loss to such juristic person shall be liable to a fine not exceeding
fifty thousand Baht.
(1) damag ing, destroy ing, alter ing, lessen ing or forging any account, document or
security of the partnership or company or in connection with the partnership or company ; or
(2) making false entries or failing to enter essential particulars in an account or a
document of the partnership or company or in connection with the partnership or company ,

***
**Section 43. Any person who issues an invitation to subscribe for shares in
contravention of section 1102 of the Civil and Commercial Code shall be liable to a fine not exceeding
fifty thousand Baht.
shall be, if the act or the consent thereto is committed or given with an intent to
fraudulently deprive the partnership, the company, partners or shareholders of due benefits
otherwise obtainable , liable to imprisonment for a term not exceeding seven y ears or to a fine not
exceeding one hundred forty thousand Baht or to both.
Section 44. (Repealed by section 7 of the Act Prescribing Offences Related to Registered
Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992)).
Section 45. (Repealed by section 7 of the Act Prescribing Offences Related to Registered
Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992)).
Section 46. Any person who, in an advertisement, makes a reference to a person ,
position, account, report or undertaking in connection with a register partnership, limited
partnership or limited company in a manner of presenting a material falsehood or concealing
material information with an intent to :
(1) fraudulently deprive any interested person in such partnership or company of due
benefits otherwise obtainable therefrom;

* As amended by section 3 (9) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
** As amended by section 3 (6) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
*** As amended by section 3 (10) of the Act Prescribing Offences Related to Registered Partnershi ps, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).

7

(2 ) induce a person to become a partner or shareholder, give or furnish property to such
partnership or company or become surety or give property as security for such partnership or company ,

*
shall be liable
to imprisonment for a term not exceeding three years or to a fine not
exceeding sixty thousand Baht or to both. **
Any person who provides assistance to the commission of an offence under
paragraph one by presenting a document evincing the subscription for shares or a share certificate
which has been used for such purpose shall be liable to the same penalty.
Section 47.
Any person who attends a statutory meeting or a general meeting of a
limited company and votes or refrains from voting by impersonating a subscriber for shares, a
shareholder or any person entitled to vote on behalf of a subscriber or a shareholder shall be liable to
a fine not exceeding ten thousand Baht.

***
Section 48.
Any person who dishonestly fixes the value of the service or property as a
contribution to a registered partnership, limited partnership or limited company in lieu of money payable on
shares in an amount higher than its actual value shall b e liable to a fine not exceeding fifty thousand Baht. ****
If the offender fails to consent to the settlement or, upon consent thereto, fails to pay
the fine within the time specified, legal proceedings shall be continued.
Section 48/1.
All offences under Chapter I of this Act which are only punishable by
a fine may be settled, by way of payment of a fine, by Director -General of the Department of
Business Developmen t or a person entrusted by Director -General of the Department of Business
Development; and, upon payment of the fine by the offender, the case shall be deemed settled
under the Criminal Procedure Code.

**** Section 48/2. The Minister of Commerce shall have charge and co ntrol of the
execution of the provisions of this Chapter.
C
HAPTER II
_______________
O
FFENCES RELATED TO ASSOCIATIONS AND FOUNDATIONS
Section 49. Any person who uses the expression “Association” as part of a
name in a seal, a name board , a letter, a notice or any other document related to business
without form ing a registered association under the Civil and Commercial Code or under any
other law shall be liable to a fine not exceeding twenty thousand Baht and to an additional fine at a daily
rate not exceeding five hundred Baht until discontinuance of such use, unless such use is made in the
registration related to the formation of an association or in the translation of foreign -language characters
into Thai characters with the foreign- language characters being displayed together therewith .
Section 50. Any person who, in carrying out the business of any group of persons,
does any act to cause any other person to believe that such business is a registered association
under the Civil and Commercial Code shall be, if such act is likely to cause loss to an y other
person or the public, liable to imprisonment for a term not exceeding two years or to a fine not
exceeding forty thousand Baht or to both.

* As amended by section 3 (9) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
** As amended by section 3 (4) of the Act Prescribing Offences Related to Registered Partnerships , Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
*** As amended by section 3 (6) of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 2), B.E. 2535 (1992).
**** As added by section 5 of the Act Prescribing Offences Related to Registered Partnerships, Limited
Partnerships, Limited Companies, Associations and Foundations (No. 4), B.E. 2551 (2008).

8

Section 51. Any person who becomes a member of any group of persons which, by
its name used, holds its elf out as an association, knowingly that it is an association not registered
under the Civil and Commercial Code, shall be liable to a fine not exceeding one thousand Baht.
Section 52. Any association which fails to comply with section 80 of the Civil and
Commercial Code shall be liable to a fine not exceeding twenty thousand Baht and to an additional
fine at a daily rate not exceeding five hundred Baht until due compliance with legal requirements .
Section 53. Any association which fails to register alterations of or additions to its
regulations with the Registrar within the time prescribed under section 84 of the Civil and
Commercial Code shall be liable to a fine not exceeding ten thousand Baht.
Section 54. Any association which fails to register the appointment or alteration of its
directors with the Registrar within the time prescribed under section 85 of the Civil and Commercial
Code shall be liable to a fine not exceeding ten thousand Baht.
Section 55. Any association which fails to allow its member to inspect its business and
property under section 89 of the Civil and Commercial Code shall be liable to a fine not exceeding
ten thousand Baht.
Section 56. Any director of an association who operates the business of the
association in contravention of its objects shall be, if the operation of such business endangers public
peace or national security, liable to imprisonment for a term not exceeding three year s or to a fine
not exceeding sixty thousand Baht or to both.
Section 57. In the case where the Committee of an association fails to notify the
Registrar of the dissolution of the association within the time prescribed in section 105 of the Civil
and Comm ercial Code, each director of such association shall be liable to a fine not exceeding ten
thousand Baht, unless the director of such association proves that the failure to give the notification
has not resulted from his action.
Section 58. Any person who distributes the remaining assets of an association after
its liquidation to its member or transfers such assets to other persons in contravention of section 107
of the Civil and Commercial Code shall be liable to imprisonment for a term not exceeding one year
or to a fine not exceeding twenty thousand Baht or to both.
Section 59. Any person who continues to hold himself out as being a director or
member of an association knowingly that the Registrar has struck the name of such association off
the regist er in accordance with section 102 of the Civil and Commercial Code or that the Court has
given an order for dissolution of the association in accordance with section 104 of the Civil and
Commercial Code shall be liable to a fine not exceeding twenty thousa nd Baht.
Section 60. Any person who uses the expression “Foundation” as part of a name
in a seal, a name board , a letter, a notice or any other document related to business without
forming a registered foundation under the Civil and Commercial Code shall be liable to a fine not
exceeding twenty thousand Baht and to an additional fine at a daily rate not exceeding five hundred Baht
until discontinuance of such use, unless such use is made in the registration related to the formation of a
foundation or in the translation of foreign -language characters into Thai characters with the foreign –
language characters being displayed together therewith.
Section 61. Any person who, in carrying out business, does any act to cause any other
person to believe that such business is a registered foundation under the Civil and Commercial
Code shall be, if such act is likely to cause loss to any other person or the public, liable to
imprisonment for a term not exceeding two years or to a fine not exceeding forty thousan d Baht or
to both.
9

Section 62. Any foundation which fails to comply with section 113 of the Civil and
Commercial Code shall be liable to a fine not exceeding twenty thousand Baht and to an additional
fine at a daily rate not exceeding five hundred Baht until due compliance with legal requirements .
Section 63. Any foundation which fails to register the appointment or alteration of its
directors with the Registrar within the time prescribed under section 125 of the Civil and
Commercial Code shall be liable to a fine not exceeding ten thousand Baht.
Section 64 . Any foundation which fails to register the amended regulations with the
Registrar within the time prescribed under section 126 of the Civil and Commercial Code shall be
liable to a fine not exceeding ten thousand Baht.
Section 65. Any person who violates or fails to comply with the order of the Registrar
or the competent official given under section 128 paragraph one (1) of the Civil and Commercial
Code or fails to facilitate the performanc e of duties of the Registrar or the competent official in the
course of the inspection of the business of the foundation under section 128 paragraph one (2) of the
Civil and Commercial Code shall be liable to imprisonment for a term not exceeding one month or
to a fine not exceeding ten thousand Baht or to both.
Section 66. Any director of a foundation who operates the business of the foundation
in contravention of its objects shall be, if the operation of such business is likely to endanger public
peace or national security, liable to imprisonment for a term not exceeding three years or to a fine
not exceeding sixty thousand Baht or to both.
Section 67. In the case where the Committee of a foundation fails to notify the
Registrar of the dissolution of the foundation within the time prescribed in section 132 of the Civil
and Commercial Code, each director of such foundation shall be liable to a fine not exceeding ten
thousand Baht, unless the director of such foundation proves that the failure to give the notification
has not resulted from his action.
Section 68. Any person who transfers the remaining assets of a foundation after its
liquidation to other persons in contravention of section 1 34 of the Civil and Commercial Code shall
be liable to imprisonment for a term not exceeding one year or to a fine not exceeding twenty
thousand Baht or to both.
Section 69. The provisions of section 31 to section 42 shall apply to persons
responsible for the operation of the business of an associ ation or a foundation mutatis mutandis.

Countersigned by:
Field Marshal P. Piboonsongkram
Prime Minister

Note: – The reason for the promulgation of this Act is as follows. Whereas t he offences related to
registered partnerships, limited partnerships, limited companies, associations and foundations
which form part of the Penal Law R.E. 127 shall be repealed by the Act Promulgating the Penal
Code, B.E. 2499 (1956) and the new draft Penal Code does not contain provisions on such offences
and, in addition, in foreign law, offences related to registered partnershi ps, limited partnerships,
limited companies, associations and foundations are not incorporated into the Penal Code, it is
therefore expedient to provide such offences in a separate Act .
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