Rights of Shareholders in Limited Companies
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Questions and Answers

Who is responsible for requesting the registration of a partnership?

  • All partners collectively
  • Any partner of the partnership
  • An appointed managing partner (correct)
  • The commercial registration officer

    • Which type of partnership is managed only by partners with unlimited liability?

  • General partnership
  • Silent partnership
  • Limited partnership (correct)
  • Joint venture

    • Which document is NOT required for the registration of a partnership's establishment?

  • Audit report (correct)
  • Partnership’s Seal
  • Name of Managing Partner
  • Objective of Partnership

    • What must partners do if they want to modify any registered transactions?

    <p>Request registration of the change</p> Signup and view all the answers

    In which location should a partnership's registration be submitted if its head office is in Bangkok?

    <p>Central Business Registration Division in Nonthaburi</p> Signup and view all the answers

    Which of the following must be registered as a change if a partnership's location changes?

    <p>Location of head office</p> Signup and view all the answers

    What document must list the partners' personal details during establishment registration?

    <p>Article of Partnership</p> Signup and view all the answers

    Which of the following is NOT included in the registered transactions that must be modified or changed?

    <p>Transfer of ownership of assets</p> Signup and view all the answers

    What must a company do after a modification to its memorandum before its establishment?

    <p>Register the modification of the memorandum</p> Signup and view all the answers

    What is NOT a requirement when registering a company's liquidation?

    <p>Publicize the company's financial results</p> Signup and view all the answers

    Which action requires an extraordinary resolution for a company?

    <p>Increasing the company’s capital</p> Signup and view all the answers

    Which of the following transactions must be registered after a company's establishment?

    <p>Capital decrease</p> Signup and view all the answers

    What is required for registering a company's modification or change?

    <p>Following government rules and legal criteria</p> Signup and view all the answers

    What does not require registration after establishing a company?

    <p>Announcing quarterly earnings</p> Signup and view all the answers

    When changing the authorized directors, which of the following actions is necessary?

    <p>Filing the changes with the partnership registration office</p> Signup and view all the answers

    What is the first step in the registration process of a Company Limited?

    <p>Registering the Memorandum</p> Signup and view all the answers

    What is the maximum time allowed for submitting a request for registering a new director's appointment?

    <p>14 days</p> Signup and view all the answers

    When must a request for registering an extraordinary resolution for capital increase be submitted?

    <p>Within 14 days from the resolution date</p> Signup and view all the answers

    How long does a company have to submit a request for registering its merger following the merger date?

    <p>14 days</p> Signup and view all the answers

    What is the time limit for submitting a request to register the change of a liquidator?

    <p>14 days</p> Signup and view all the answers

    How often must the liquidator submit a report of partnership’s liquidation?

    <p>Every 3 months</p> Signup and view all the answers

    What is the timeframe for submitting a request for registering the completeness of the company’s liquidation?

    <p>Within 14 days from the meeting</p> Signup and view all the answers

    How long does a company have to submit a request for registering the modification of a liquidator’s authority?

    <p>14 days from the resolution date</p> Signup and view all the answers

    What should shareholders do to better understand their rights under Thai law?

    <p>Consult with competent legal counsel</p> Signup and view all the answers

    What is the fine for conducting business without registration?

    <p>2,000 Baht</p> Signup and view all the answers

    What happens if a commercial registration certificate is lost?

    <p>A continuous fine of 20 Baht per day is imposed until a request for replacement is submitted</p> Signup and view all the answers

    What is the maximum penalty for entrepreneurs conducting deceitful actions?

    <p>Fine of 10,000 Baht and/or 1 year imprisonment</p> Signup and view all the answers

    What must entrepreneurs do to avoid the continuous penalty of 100 Baht a day?

    <p>Register their business as per the Act</p> Signup and view all the answers

    What is required of businesses when undergoing an audit by a registrar?

    <p>They must facilitate the registrar and auditors</p> Signup and view all the answers

    If an entrepreneur fails to prepare a sign showing their commercial registration, what is the fine?

    <p>200 Baht</p> Signup and view all the answers

    What is the consequence of continuing business after a commercial registration certificate is repealed?

    <p>A fine of up to 10,000 Baht or 1 year imprisonment or both</p> Signup and view all the answers

    What type of actions can lead to the repeal of a commercial registration certificate?

    <p>Deceitful actions against consumers</p> Signup and view all the answers

    What is the primary right of shareholders regarding company liquidation?

    <p>They receive assets only after all creditors are paid.</p> Signup and view all the answers

    Which right allows shareholders to influence the management of a company?

    <p>The right to vote at general and extraordinary meetings.</p> Signup and view all the answers

    What legal recourse do shareholders have against company directors?

    <p>The right to file a lawsuit for damages caused to the company.</p> Signup and view all the answers

    Under the Thai civil and commercial code, who has the right to demand an inspection of company books?

    <p>Any shareholder during business hours.</p> Signup and view all the answers

    What does the Thai Supreme Court Decision No. 2098/2525 state about shareholders' inspection rights?

    <p>Shareholders' right of inspection applies only to company books.</p> Signup and view all the answers

    What is a difference between shareholders and partners in a partnership?

    <p>Shareholders' rights are limited compared to those of partners.</p> Signup and view all the answers

    What might shareholders argue regarding their inspection rights beyond the current legal interpretation?

    <p>They should also inspect company accounts upon demand.</p> Signup and view all the answers

    Which of the following is NOT a right of shareholders?

    <p>The right to refuse payment of dividends.</p> Signup and view all the answers

    Study Notes

    Registration Transactions and Penalties

    • Must provide accurate registration transactions as per the registrar's order.

    • Obligation to assist the registrar and auditors in examining business operations.

    • Penalties for non-compliance include fines up to 2,000 Baht for unregistered business activities and false transactions.

    • Continuous offenses related to non-registration incur daily fines of up to 100 Baht until compliance.

    • Failing to replace a lost commercial registration certificate results in a penalty of up to 200 Baht, with continuous offenses leading to daily fines of up to 20 Baht.

    • Serious dishonest practices such as deceitful actions or counterfeit goods can lead to the revocation of the commercial registration certificate, prohibiting further business operations.

    • Conducting business post-revocation can incur hefty fines up to 10,000 Baht, imprisonment for up to one year, or both.

    Establishment and Management of Partnerships

    • An ordinary partnership is formed when two or more individuals invest together, requiring a designated managing partner to handle registration at the commercial registration office.

    • A limited partnership can only be managed by partners with unlimited liability (general partners).

    Modifications and Liquidation of Partnerships

    • Changes, modifications, or liquidation of partnerships must be registered at the relevant commercial registration office.
    • It is necessary to follow the legal methods and criteria for the registration of any alterations.

    Required Changes for Registration

    • Partnerships must register changes to:
      • Name and location of the head office.
      • Objective of the partnership.
      • Details about partners, including the managing partner.
      • Limitations on the managing partner's powers.
      • Partnership seal and any other relevant transactions.

    Registration of Companies

    • Companies must register in two main steps:

      • Memorandum registration
      • Establishment registration.

    • Changes to registered transactions, such as capital increase/decrease and company mergers, must also be registered within 14 days of the resolution.

    Registered Transactions for Companies

    • Registered changes include:

      • Modifications to the memorandum.
      • Capital adjustments (increase/decrease).
      • Company mergers.
      • Changes to directors or company regulations.

    • Liquidation requests must be submitted within 14 days from the liquidation date.

    Shareholder Rights

    • Shareholders have specific rights under Thai law, including:

      • Right to receive assets upon liquidation, proportionate to shareholding, after creditor payments.
      • Right to vote in general and extraordinary meetings on key matters like director appointments and financial resolutions.

    • Shareholders can sue directors for damages caused to the company and have the right to inspect company books and accounts.

    • The Supreme Court ruling limits shareholders’ rights to inspect company accounts, affirming access is primarily to company books during business hours as per Sections 1206 and 1207 of the Thai Civil and Commercial Code.

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    Related Documents

    Business Registration Guide PDF

    Description

    This quiz covers the essential rights of shareholders in limited companies, highlighting how these rights differ from those in ordinary or limited partnerships. It focuses on key aspects such as asset distribution upon liquidation and the priority of creditor claims. Test your knowledge on the intricacies of shareholder rights.

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