Company Law Tri2 2012

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    2.2 Company2.2.1 Limited Company

    2.2.1 2.2.2 Public Company

    2.2.2

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    2.2.1

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    Section 1096/

    A limited company isthat kind of which isformed with a Capitaldivided into equal

    shares, and the liabilityof the shareholders islimited to the amount,if any unpaid on the

    shared respectivelyheld by them

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    Limited Company =

    Limited Liability (only) The only kind of shares that can be a capital divined

    is only limited Liability Shares

    The investor who called as Share holders will limittheir legal liability into the fix amount that they paidor promise to pay (booking) and this legal liability isoutside of the companys (legal) liability.

    Paid up shares / Still using the concept of shares which is not only

    money but need to value the shares

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    Section 1097 / Any three or more

    persons may , bysubscribing theirnames to amemorandum andotherwise complying

    with the provisions ofthis Code, promote

    and form a limitedcompany.

    Promoter =

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    ABC MICE Co., Ltd.

    A can still hold the shares but need to value the knowledge of service and register it to thememorandum of Association .

    memorandum of Association = ABC MICE Co., Ltd. also need to register at

    Phuket Provincial Partnership and Company

    Registration Office= Department of Business Development , Ministry of Commerce

    ( )

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    ABC MICE Co., Ltd.Ahas one shares on

    Service need to bevalued

    B has one shares withMoney

    C

    has one shares with(few) Money and wantto limit liability oncertain amount of hismoney

    Aisan limited share

    holder

    B is an limited shareholder

    C is an limited shareholder

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    Section 1098

    Memorandum of Association. The memorandum must contain the followingparticulars: (1) The name of the proposed company, which must always

    end with the word limited. (2) The part of the Kingdom is which registered office of the

    company shall be situated. (3) The objects of the company, (4) A declaration that the liability of the shareholders shall

    be limited.

    (5) The amount of the share capital with the companyproposes to be registered, and the divisions thereof intoshares of a fixed amount.

    (6) The names , addresses, occupations and signatures of thepromoters, and the number of shares subscribed by each ofthem.

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    () () () () ()

    ()

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    ABC MICE Co., Ltd.

    A,B,C have only limited liability shares for thecompany.

    IF the company name ABC MICE Co., Ltd. Createlosses for the business then A,B,C only liable for theamount of the shares.

    ABC MICE Co., Ltd. - the Juristic Person in the form of

    Company and most popular

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    2.2.2

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    Public Company Public Company is the company that start with minimum

    15 persons to promote the company ( Limited Company -minimum 3 persons).

    sell their shares in the stock exchange market ()

    and only create by The Public Company Act B.E. 2535 Most difference issue from Limited Company on the issues of

    Selling shares to the public

    Only Public company

    can sell their shares to the public(people) , Limited Companycan not.

    Some specific business is required to register as a publiccompany such as Insurance Companyto conduct an

    insurance business.

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    Legal Vocabulary Limited Company = a business organization that the share

    holders will limit their legal liability into the paid up shares.

    Public (Limited) Company = a Limited Company that sell the

    shares into the stock exchange market. Promoter = The person who book and subscribe the shares.

    Share holder = The investor inside the company.

    Memorandum of Association = a document that the

    promoters of the company must prepare to register acompany.

    Paid up shares = The shares that already paid in full amount.