Translation:Act in Addition to the Penal Code, 2468 Buddhist Era

by Prajadhipok

Act in Addition to the Penal Code,
2468 Buddhist Era

---

It is the behest of His Divine Majesty the Lord Over All Heads, Prince Prajadhikok Sakdidet Krommaluang Sukhothai Thammaracha, the heir to the throne who has been exercising regency over the state affairs, that, for general knowledge, it be announced as follows:

Now that the first, second, and third books of the Civil and Commercial Code have been issued, He finds it necessary to have criminal punishments for punishing violations of certain provisions of the civil and commercial laws and include them in the Penal Code for unification.

Therefore, He orders with His gracious pleasure that all the provisions hereinafter stated be enacted and included in the Penal Code as part of it, and that all these provisions be applied as law from the 1st day of January 2468 Buddhist Era onwards.

Part 11
Offences relating to partnerships, companies,
associations, and foundations

---

Section⁠341.⁠Whoever publishes a prospectus, notice, or other document inviting subscription to shares of a limited company before registration of its memorandum of association shall, Lord says, be held guilty and be punished with a fine of not over a thousand baht.

Section⁠342.⁠Whoever publishes a prospectus, notice, or other document inviting subscription to debentures of a limited company before registration of the company shall, Lord says, be held guilty and be punished with a fine of not over a thousand baht.

Section⁠343.⁠Whoever publishes in a manner contravening or contradicting any of the provisions of the Civil and Commercial Code's section 1102, 1103, 1223, or 1233 a prospectus, notice, or other document inviting subscription to shares or debentures, shall, Lord says, be held guilty and be punished with a fine of not over a thousand baht.

Section⁠344.⁠Whoever, being a director, manager, shareholder, or member of a partnership, limited company, association, or foundation, dares destroy, alter, mutilate, or falsify a book, document, paper, or valuable security belonging to the partnership, limited company, association, or foundation, or make a false entry or neglect to make an important entry in an account or other document personally, or concur with such making or neglect, with the intention to defraud, shall, Lord says, be held guilty and be punished with imprisonment of not over seven years, or a fine of not over five thousand baht, or both the imprisonment and the fine.^[1]

Section⁠345.⁠Whoever expresses, circulates, or publishes personally or causes another person to express, circulate, or publish any written statement or account which he knows to be false in any material particular, with the intention to deceive or defraud a member, shareholder, or creditor of a partnership or limited company or with the intention to induce any person to become a partner or shareholder, to entrust or advance any property to a partnership or limited company, or to enter into any security for the benefit of a partnership or limited company, shall, Lord says, be held guilty and be punished with imprisonment of not over three years, or a fine of not over three thousand baht, or both the imprisonment and the fine.^[2]

Section⁠346.⁠Whoever carries out trade or commercial business with a name or trade name suffixed with the term chamkat^[3] without having been properly incorporated as a limited company shall, Lord says, be held guilty and be punished with a fine of not over five hundred baht.

Section⁠347.⁠If any limited company neglects to include the term chamkat^[3] at the end of its name or in its seal, trade name plate, notice, letter, notification, or other document, Lord says that the company be held guilty and be punished with a fine of not over five hundred baht.

Section⁠348.⁠If any limited company neglects to observe any of the provisions of the Civil and Commercial Code' section 1138, which deals with shareholder registers, Lord says that the company be held guilty and be punished with a day fine of not over twenty baht every day throughout the time of being still at fault.

Section⁠349.⁠If any limited company neglects to observe within due time any of the provisions of the Civil and Commercial Code's section 1146, 1228, 1239, or 1241, which deals with registration, Lord says that the company be held guilty and be punished with a day fine of not over twenty baht every day throughout the time of being still at fault.

Section⁠350.⁠If any limited company neglects to observe any of the provisions of the Civil and Commercial Code's section 1116, which deals with the distribution of copies of the memorandum and articles of association, section 1199, paragraph 1, which deals with the distribution of copies of balance accounts, section 1139, which deals with accounts and annual shareholder lists, or section 1149, which deals with the showing of the amount of the capital of the company in documents of the company, Lord says that the company be held guilty and be punished with a fine of not over fifty baht.

Section⁠351.⁠If any limited company buys its own shares or accepts the pledge of a share in a manner contravening the provisions of the Civil and Commercial Code's section 1143, or neglects to observe the provisions of section 1125, which deals with the shares that should be forfeited, Lord says that the company be held guilty and be punished with a fine of not over ten baht per each share which has been bought, kept, or sold in such an improper manner.

Section⁠352.⁠If any limited company operates its business without correctly observing the purposes of the Civil and Commercial Code's section 1148, which deals with its registered office, Lord says that the company be held guilty and be punished with a day fine of not over twenty baht every day throughout the time it still operates its business in such a manner.

Section⁠353.⁠In [any of] the cases stated in the six previous sections, if the offence originates from any director or manager of the company, Lord says that the director or manager be held guilty and additionally and personally incur the punishment designated in the section concerned.

Section⁠354.⁠If a share or debenture certificate for a bearer is issued in a manner contravening the provisions of the Civil and Commercial Code's section 1134 or 1234, Lord says that all the directors signing such certificate be held guilty and be each punished with a fine of not over a thousand baht.

Section⁠355.⁠If any kind of meeting as required by the Civil and Commercial Code's section 1171 or 1173 is not convened, Lord says that all the company directors who have to be responsible for this fault be held guilty and be each punished with a day fine of not over fifty baht every day throughout the time of being still at fault.

Section⁠356.⁠If a dividend or interest is paid in a manner contravening the provisions of the Civil and Commercial Code's section 1201 or 1202, Lord says that all the company directors who have to be responsible for such payment be held guilty and be punished with imprisonment of not over a year, or a fine of not over two thousand baht, or both the imprisonment and the fine.

Section⁠357.⁠If being at fault in observing any of the provisions of the Civil and Commercial Code's section 1157, which deals with the registration of the appointment of a new director, section 1196, 1197, or 1199, paragraph 2, which deals with balance sheets, or section 1207, which deals with minutes and resolutions, Lord says that all the company directors who have to be responsible for such fault be held guilty and be each punished with a fine of not over a thousand baht.

Section⁠358.⁠If a debenture is issued in a manner contravening the provisions of the Civil and Commercial Code's section 1229, 1230, or 1232, Lord says that all the company directors who have to be responsible for the issuance of such debenture be held guilty and be each punished with a fine of not over a thousand baht.

Section⁠359.⁠If no publication is made within due time as required by the Civil and Commercial Code's section 1253, Lord says that all the liquidators be held guilty and be each punished with a day fine of not over ten baht every day throughout the time of being still at fault.

Section⁠360.⁠If being at fault in observing within due time any of the provisions of the Civil and Commercial Code's section 1254, 1258, or 120, which deals with registration, Lord says that all the liquidators be held guilty and be each punished with a day fine of not over five baht every day throughout the time of being still at fault.

Section⁠361.⁠If the report required by section 1268 of the Civil and Commercial Code has not been filed with a registry within due time, Lord says that all the liquidators be held guilty and be each punished with a day fine of not over five baht every day throughout the time of being still at fault.

Section⁠362.⁠If, in the course of liquidation, any meeting as required by the Civil and Commercial Code's section 1173 or 1268 is not convened, Lord says that all the liquidators be held guilty and be each punished with a day fine of not over twenty baht every day throughout the time of being still at fault.

Section⁠363.⁠Any director or liquidator who successfully proves that he has disputed or objected to the act done or deemed faulty as said in sections 355 through 362 shall, Lord says, incur no punishment designated in the section concerned.

Section⁠364.⁠All the directors or liquidators who, when executing a duty, act dishonestly and to the detriment of the company, shall, Lord says, be held guilty and be each punished with a fine of not over three thousand baht.

Section⁠365.⁠Any auditor who, in auditing an account of a partnership, limited company, association, or foundation, wilfully makes a false report, or knowingly certifies to be correct a balance sheet or other account which does not conform to the truth, shall, Lord says, be held guilty and be punished with imprisonment of not over a year, or a fine of not over two thousand baht, or both the imprisonment and the fine.

Section⁠366.⁠Any association which is at fault in observing within due time the provisions of the Civil and Commercial Code's section 1283 or 1284, which deals with registration, Lord says that the association be held guilty and be punished with a day fine of not over five baht every day throughout the time of being still at fault.

Section⁠367.⁠Whoever is a member of an association which he knows has not yet been registered lawfully shall, Lord says, be held guilty and be punished with a fine of not over a hundred baht.

A person entrusted with the management of the affairs of an association not yet registered lawfully shall, Lord says, be held guilty and be punished with a fine of not over five hundred baht.

Section⁠368.⁠Whoever is still a member of an association despite knowing that the association has been dissolved by a court order shall, Lord says, be held guilty and be punished with imprisonment of not over six months, or a fine of not over a thousand baht, or both the imprisonment and the fine.

Whoever is still a manager of such association shall, Lord says, be held guilty and be punished with imprisonment of not over a year, or a fine of not over two thousand baht, or both the imprisonment and the fine.

Section⁠369.⁠Whoever, being a manager of a foundation which has been authorised by the Government, neglects to observe the provisions of the Civil and Commercial Code's section 94, which deals with the notification of the termination of such foundation, shall, Lord says, be held guilty and be punished with a day fine of not over fifty baht every day throughout the time of being still at fault.

Section⁠370.⁠Whoever, being a liquidator for an association or foundation, is guilty of any of the offences stated in sections 359 through 362 and section 364 shall, Lord says, be held guilty and be punished as designated in the section concerned.

In this case, Lord ordains that the provisions of section 363 be applied also.

Announced on the 21st day of December 2468 Buddhist Era, being the 1st year of this present reign.

Notes

1. Compare this with section 83 of the UK's Larceny Act 1861, which provided (The Statutes, 1861, p. 194):

   "Whosoever, being a Director, Manager, Public Officer, or Member of any Body Corporate or Public Company, shall, with Intent to defraud, destroy, alter, mutilate, or falsify any Book, Paper, Writing, or valuable Security belonging to the Body Corporate or Public Company, or make or concur in the making of any false Entry, or omit or concur in omitting any material Particular, in any Book of Account or other Document, shall be guilty of a Misdemeanor, and being convicted thereof shall be liable, at the Discretion of the Court, to any of the Punishments which the Court may award as herein-before last mentioned."

2. Compare this with section 84 of the UK's Larceny Act 1861, which provided (The Statutes, 1861, pp. 194–195):

   "Whosoever, being a Director, Manager, Public Officer, or Member of any Body Corporate or Public Company, shall make, circulate, or publish, or concur in making, circulating, or publishing, any written Statement or Account which he shall know to be false in any material Particular, with Intent to deceive or defraud any Member, Shareholder, or Creditor of such Body Corporate or Public Company, or with Intent to induce any Person to become a Shareholder or Partner therein, or to intrust or advance any Property to such Body Corporate or Public Company, or to enter into any Security for the Benefit thereof, shall be guilty of a Misdemeanor, and being convicted thereof shall be liable, at the Discretion of the Court, to any of the Punishments which the Court may award as herein-before last mentioned."

3. Chamkat (Thai: จำกัด) means "limited".

Bibliography

Original

• "Phra Ratcha Banyat Phoemtoem Kotmai Laksana Aya Phra Phutthasakkarat Song Phan Si Roi Hoksip Paet" [Act in Addition to the Penal Code, 2468 Buddhist Era]. (1925, 21 December). Ratchakitchanubeksa [Royal Gazette], 42, 233–243. (In Thai).

Reference

• The Statutes of the United Kingdom of Great Britain and Ireland, Volume 24. London: George Eyre and William Spottiswoode, Printers to the Queen's Most Excellent Majesty. 1861.