Article 1. This law shall be called the Civil and Commercial Code.
Article 2. It shall enter into force on January 1 BE 2468 ( ie January 1, 1925 for the Gregorian calendar) .
Article 3. From the entry into force of this Code, all other laws, decrees and regulations, insofar as they deal with matters governed by this Code or are incompatible with its provisions, are repealed.
Article 4. The law must be applied in all situations that fall within the letter and spirit of any of its provisions.
If no provision is applicable, the case is decided by analogy with the closest provision and, failing that, by the general principles of law.
Article 5. Every person must, in the exercise of his rights and in the performance of his obligations, act in good faith.
Article 6. Everyone is presumed to be in good faith.
Article 7. When interest must be paid and its rate is not fixed by a legal act or by an express provision of the law, it is three per cent per annum.
The interest rate is subject to adjustment according to the country's economic state and relevant Royal Decrees. The Ministry of Finance is expected to revise the rate every three years and ensure its compliance with the average rate of interest accrued on savings accounts and loans by commercial banks.
Article 8. " Force majeure " means any event whose occurrence or harmful result could not be prevented, even if the person against whom it occurred or threatens to occur took the precautions that can be expected of him. her in her situation and in her condition.
Section 9. When a writing is required by law, it need not be written by the person from whom it is requested, but it must bear his signature.
The fingerprint, the cross, the seal or any other mark of this type affixed to a document is equivalent to a signature if it is certified by the signature of two witnesses.
The provisions of paragraph 2 do not apply to the fingerprint, cross, seal or other such mark affixed to a document before the competent authorities.
Article 10. When a clause of a document can be interpreted in two senses, it is advisable to prefer the sense which produces an effect to that which does not produce any.
Article 11. In case of doubt, the interpretation must be favorable to the party contracting the obligation.
Section 12. When a sum or quantity is expressed in words and figures, and the two expressions do not agree, and the real intention cannot be determined, the expression in words must be maintained.
Section 13. When a sum or quantity is expressed several times in words or several times in figures, the different expressions do not agree and the real intention cannot be determined, the lowest expression is retained.
Article 14. When a document is established in two versions, one in Thai language, the other in another language, and that there are discrepancies between the two versions, and that it is not possible to determine which version should be authentic, the document drawn up in the Thai language is authentic.
Article 15. Personality begins with the full achievement of birth as a living child and ends with death.
The child in the womb of its mother is capable of rights provided that it is then born alive.
Article 16. In order to calculate the age of a person, the day of birth is included. If only the month of birth is known, the first day of that month is taken as the day of birth, but if it is not possible to determine a person's date of birth, their age is calculated from the first day of the official year in which this birth took place.
Article 17. When several persons have perished in a common peril and it is not possible to determine which of them perished first, they are presumed to have died simultaneously.
Section 18 . If the right to use a name by one beneficiary is disputed by another, or if the interest of the beneficiary is prejudiced by the fact that another uses the same name without authorization, the beneficiary right may require the other to compensate for the damage. If there is reason to fear a continuation of the damage, he can apply for an injunction.
Article 19. A person who reaches the age of twenty ceases to be a minor and becomes sui juris .
Article 20. A minor becomes sui juris by marrying, provided that the marriage is concluded in accordance with the provisions of article 1448.
Section 21 . For the accomplishment of a legal act, the minor must obtain the consent of his legal representative. All acts he performs without this consent are voidable, unless otherwise provided.
Article 22. A minor may perform any act by which he simply acquires a right or frees himself from an obligation.
Article 23. The minor can perform all strictly personal acts.
Section 24 . The minor can perform all the acts adapted to his state of life and actually necessary for his reasonable needs.
Article 25. A minor, after having reached the age of fifteen, may make a will.
Article 26. When the legal representative allows the minor to dispose of the property for a purpose determined by him, the minor may, within the limits of this purpose, dispose of it as he sees fit. He can do the same for the property he has been authorized to dispose of without any purpose having been specified.
Article 27. The legal representative may authorize the minor to carry out a commercial or other activity, or to enter into a service contract as an employee. In case of refusal of the first without reasonable reason, the minor can ask the court to grant the authorization.
The minor has, with respect to the operation of a business or the hiring of services under paragraph 1, the same capacity as a person sui juris .
If the exercise of a commercial activity or the provision of a service authorized under paragraph 1 causes damage or serious injury to a minor, the legal representative may terminate the authorization granted to the minor or, if it has been granted by the court, ask the court to revoke it.
If the legal representative terminates the authorization without a valid reason, the minor can ask the Court to revoke the authorization of the legal representative.
Termination of the authorization by the legal representative or revocation of the authorization by the court terminates the capacity of the minor as a person sui juris , but does not affect the acts performed by the minor before the termination or revocation of authorization.
Article 28. The incapable person may be declared by the court at the request of his spouse, his ascendants, his descendants, his tutor or curator, the person who takes care of him or the public prosecutor.
A person declared incapable under the first paragraph must be placed under guardianship. The designation of the tutor, his powers and his duties, as well as the end of the tutorship, are carried out in accordance with the provisions of book V of this code.
The order made by the court under this section shall be published in the Official Gazette.
Section 29 . An act performed by a person deemed incapable is voidable.
Article 30. An act performed by a person who is not of sound mind but who has not been found to be incompetent is voidable only if the act was performed at a time when he was not of sound mind. mind and that the other party was aware of this incapacity.
Article 31. If the cause of the incapacity ceases to exist, the court, at the request of the person himself or of one of the persons mentioned in article 28, revokes the order.
The court order revoking the decision under the article is published in the Official Gazette.
Article 32. A person afflicted with physical or mental infirmity, habitual prodigality or habitual intoxication or other similar causes which render him incapable of managing his own affairs, or the management of which is likely to cause harm to his property or his family, may be deemed virtually incapable by the court at the request of one of the persons mentioned in Article 28.
A person deemed quasi-incapable under paragraph 1 must be placed under curatorship.
The appointment of the curator is made in accordance with the provisions of book V of the code.
The order made by the court under this section shall be published in the Official Gazette.
Article 33. If the court ascertains, during the investigation of the case, that a person judged incapable by reason of insanity is not suffering from insanity but from mental infirmity, he may, if the court deems it appropriate or at the request of the party or persons referred to in article 28, be deemed quasi-incompetent. The same applies if the court finds, during the investigation of the case, that a person found quasi-incapable on account of a mental deficiency is not of sound mind, he may, if the court deems appropriate or at the request of the party or the person referred to in Article 28, be deemed not to have jurisdiction.
Article 34. The quasi-incompetent must obtain the consent of his curator to perform the following acts:
For acts other than those mentioned in paragraph 1, the performance of which by a quasi-incapacitated person may cause damage to his own property or to his family, the court is empowered, by making an order making any person a quasi-incapable or at the subsequent request of the curator, to order the virtually incapable person to obtain the consent of the curator before performing these acts.
If the quasi-incompetent cannot himself perform an act mentioned in paragraph 1 or paragraph 2 because of his physical or mental infirmity, the court may make an order authorizing the curator to act on behalf of the quasi-incapable, and the Provisions relating to the guardian apply mutatis mutandis .
The order made by the court under this section shall be published in the official gazette. Any act contrary to the provisions of this section is voidable.
Article 35. If the curator does not give his consent to the quasi-incapable to perform an act under article 34 for an unreasonable motive, the court may, at the request of the quasi-incapable, authorize him to perform the act without having to obtain the consent of his curator, if the act is beneficial for the quasi-incapable.
Article 36. If the cause of the judicial redress of the quasi-incapable ceases to exist, the provisions of article 33 apply mutatis mutandis .
Article 37. The domicile of a natural person is the place where he has his main residence.
Article 38. If a natural person has several residences where he lives alternately, or several centers of habitual occupation, one or the other is considered his domicile.
Article 39. If the domicile is not known, the place of residence is considered as his domicile.
Article 40. The domicile of a natural person who has no habitual residence or who spends his life traveling without having a central establishment is considered to be the place where he is.
Article 41. Domicile is changed by the transfer of residences with the manifest intention of changing.
Article 42. If a person chooses a place with the manifest intention of making it a special domicile for any act, that place is deemed to be the domicile with respect to that act.
Article 43. The domicile of husband and wife is the place where the husband and wife cohabit as a couple, unless one or the other expresses his intention to have a separate domicile.
Article 44. The domicile of a minor is that of his legal representative who is the person exercising parental authority or the guardian.
In the event that the minor is under the parental authority of his parents and that they have separate domiciles, the minor has the domicile of his father or his mother with whom he lives.
Article 45. The domicile of the incapable person is that of his tutor.
Article 46. The domicile of a public official is the place where he exercises his function, provided that this function is not temporary, periodic or of simple commission.
Article 47. The domicile of a person condemned by a final judgment of the court or by a legal order is the prison or the correctional establishment where he is imprisoned until his release.
Article 48. If a person has left his domicile or residence without having appointed an agent vested with general powers and it is not certain whether he is alive or dead, the court may, at the request of any interested person or the Attorney General, order that the provisional measures necessary for the management of the property of that person be taken.
The court may appoint an administrator of the property after the expiration of a period of one year from the day on which the person left his domicile or residence if there is no news of him, or from the day where it was last seen or heard from.
Article 49. If an agent vested with general power has been appointed by the absentee, but this power ends or it appears that his management is likely to cause prejudice to the absentee, the provisions of Article 48 apply mutatis mutandis .
Article 50. The court may, at the request of any interested party or of the public prosecutor, order that an inventory of the assets be made by the general agent, in execution of an injunction which he gives.
Article 51. Subject to the provisions of article 802, if it is necessary for the general agent to perform an act beyond the scope of his powers, he must request the authorization of the court and may do so after having obtained this authorization.
Article 52. The manager appointed by the court must complete the inventory of the property of the absentee within three months from the day on which the order of appointment of the court was brought to his attention.
However, the manager may apply to the court for an extension of the time limit.
Article 53. The inventory provided for in articles 50 and 52 must be made in the presence of two witnesses and signed by them. These two witnesses must be the spouse or an adult relative of the absentee. If there is no spouse or parent, or if the spouses and parents refuse to be witnesses, other adults may be witnesses.
Article 54. The manager has the powers of an agent vested with general competence, as provided for in articles 801 and 802. If the manager deems it necessary to perform acts beyond the scope of his competence, he must ask for permission from the court and can do so as soon as he has obtained it.
Article 55. If the absentee has appointed an agent with special power, the manager may not interfere in this special mandate, but he may ask the court to order the dismissal of the agent if it appears that his management is likely to cause harm to the absentee.
Article 56. The court may, at the request of any interested party or of the public prosecutor or ex officio;
(1) demand from the manager the guarantee of good management and the restitution of the property entrusted to him.
(2) compel him to provide information on the absentee's financial situation.
(3) dismiss him and appoint another manager in his place.
Article 57. The court may, in the order appointing the administrator of property, fix a remuneration to be paid to the administrator out of the property of the absentee; failing this, the administrator can then ask the court to fix this remuneration.
The court may, at the request of the manager or an interested person or the public prosecutor, or ex officio when it appears that the circumstances of property management have changed, issue an order fixing, suspending, reducing or increasing the remuneration, or new payment of the remuneration to be paid to the manager.
Article 58. The authority of the manager ends by:
Section 59. Where the powers of the manager are terminated under section 58 (4) (5) or (6), the manager or his heir, administrator, guardian, curator, official receiver or person responsible for looking after of the Property Manager, as the case may be, shall notify the Court forthwith of such termination for the Court to make such order respecting the Property Manager as it considers appropriate.
During this period, said person must take all reasonable measures consistent with the circumstances to protect the interests of the absent person until the property of the absent person is returned to any person ordered by the court.
Article 60. The provisions relating to the agency of this code apply mutatis mutandis to the management of the property of the absentee.
Article 61. If a person has left his domicile or his residence and it has not been known for five years whether he is alive or dead, the court may, at the request of any interested person or of the public prosecutor, certify the disappearance. of this person.
The period provided for in paragraph 1 is reduced to two years;
Article 62. A person against whom a decision to disappear has been taken is deemed dead on the expiry of the period provided for in Article 61.
Article 63. If it is proved by the person declared missing, by any interested person or by the public prosecutor that the disappeared person is alive or that he died on a date different from that provided for in article 62, the court must, at the request of that person, revoke the declaration; but this does not affect the validity of acts performed in good faith between declaration and revocation.
As for any person coming into possession of the assets due to the fact that the person was declared missing by the court and losing such possession due to revocation of such declaration, the provisions of this Code related to undue enrichment shall be applied mutatis mutandis.
Article 64. The decision to disappear and its revocation are published in the Official Gazette.
Article 65. A legal person can only be created by virtue of this Code or another law.
Article 66. The legal person has rights and obligations in accordance with the provisions of this Code or of another law within the framework of its powers and obligations, or of its object as provided or defined by law, by-laws or constitutive act.
Article 67. Subject to article 66, a legal person enjoys the same rights and is subject to the same obligations as a natural person, except those which, by their nature, can only be exercised or incurred by a natural person.
Article 68. The domicile of a legal person is the place where it has its head office or its main establishment, or which has been chosen as a special domicile in its regulations or statutes.
Article 69. If a legal person has several establishments or a branch, the place of the branch may also be considered as its domicile for the acts performed there.
Article 70. A legal person must have one or more representatives, in accordance with the law, the regulations or its constitutive act; decisions concerning the affairs of legal persons are taken by a majority of the representatives.
Article 71. In the event that a legal person has several representatives, unless otherwise provided by law, regulations or the constitutive act, decisions relating to the affairs of the legal person are taken by a majority of the representatives.
Article 72. The change of the representatives of the legal person or any restriction or modification of the power of the representatives is effective after having respected the law, the regulations or the constitutive act, but cannot be opposed to a third party in good faith.
Article 73. In the event of a vacancy among the representatives of the legal person, and if there is reason to believe that damage could result from a delay, the court may, at the request of any interested person or of the public prosecutor , appoint a temporary representative.
Article 74. In a matter where the interests of a legal person are in conflict with those of the representative of the legal person, the latter has no power of representation.
Article 75. If, in the case referred to in Article 74, the representatives of the legal person are non-existent or if the number of the remaining representatives cannot constitute the quorum of the meeting or is sufficient for the execution of this matter, unless otherwise provided by law, regulation or constitutive act, the provisions of Article 73 apply to the appointment of special representatives, mutatis mutandis .
Article 76. The legal person is required to compensate for damage caused to others by its representatives or the person authorized to act on behalf of the legal person in the exercise of their functions, subject to its right of recourse against the perpetrators of the damage.
If damage is caused to another person by an act which is not within the scope of the object or the power and functions of the legal person, all persons mentioned in paragraph 1 who have accepted this act or have performed it are jointly obliged to repair it.
Article 77. The provisions of this Code relating to the agency apply to relations between legal persons and their representatives, and between the legal person or its representative and third parties, " mutatis mutandis ".
Article 78. The association created to carry out an activity which, by its nature, must be carried out continuously and collectively, other than that consisting in sharing the profits or income obtained, must have rules and be registered in accordance with the provisions of this Code.
Article 79. The rules must include at least the following information:
Article 80. The association must have the word "association" incorporated into its name.
Article 81. The application for registration of an association must be submitted jointly in writing by at least three of the potential members of the association to the clerk of the region where the main seat of the association is located, and the rules of association, the list of names, addresses and professions of at least ten potential members of the association must be attached to the request.
Article 82. When the application for registration and the regulations are received by the clerk and the application is deemed to comply with article 81 and the regulations comply with article 79, that the object of the association n is not contrary to law or morality or that it does not endanger public order or national security and that all the information contained in the application or in the regulations complies with the purpose of the association, or that the future administrators of the association have a status or a behavior adapted to the implementation of the object of the association, the clerk proceeds to the registration and issues a certificate of registration to the association . The registration is published in the official gazette.
If it is found that the application or the regulations do not comply with Article 81 or Article 79, that the information contained in the application or in the regulations does not comply with the purpose of the association , or that the future directors of the association do not have the appropriate status and conduct to carry out the object of the association, the clerk shall request the applicant to make corrections or modifications and, once the corrections or changes made, registers and issues a certificate of registration to the association.
If the Registrar considers that the registration cannot be made because the purpose of the association is contrary to law or morality or likely to prejudice public order or national security, or if the applicant fails to make the necessary corrections or amendments within thirty days from the day on which the Registrar's direction was brought to his attention, the Registrar shall make an order refusing registration and shall promptly inform the applicant of the reasons for this refusal.
The applicant has the right to appeal in writing against the decision of refusal of registration to the Minister of the Interior, through the Registrar, within thirty days from the date of receipt of the decision of refusal.
The Minister of the Interior decides on the appeal and informs the applicant of his decision within thirty days from the date of receipt of the written appeal by the clerk. The decision of the Minister of the Interior is final.
Article 83. The association thus registered is a legal person.
Article 84. The regulations of an association can only be modified or supplemented by a resolution of the general assembly. Such amendments and additions must be filed for registration at the registry office where the principal office of the association is located within fourteen days from the date of the resolution, and the provisions of Article 82 shall apply. mutatis mutandis . It takes effect after it has been registered by the clerk.
Article 85. The appointment of new administrators of the association or their modification is carried out in accordance with the regulations of the association and must be registered by the clerk at the registration office where the main office of the association is located within thirty days. following the date of such appointment or change of directors of the association.
If the registrar considers that one of the directors referred to in paragraph 1 does not have the status or conduct required to achieve the object of the association, he may refuse the registration of that director of the association. In case of refusal, the clerk notifies the association of the reason for this refusal within sixty days from the date of the request, and the provisions of article 82, paragraph 4, and paragraph 1, are applicable. .
If the registration of the new administrators of the association has not yet been carried out, the former administrators of the association will continue to exercise the functions of administrators of the association until the registration of the new administrators of the association is made, unless otherwise provided by the regulations of the association.
Article 86. The directors of the association must carry out the activities of the association in accordance with the law and the regulations of the association, and under the control of the general assemblies.
Article 87. An association is represented in its relations with third parties by its committee.
Article 88. All acts performed by the committee of the association are valid, even if it subsequently appears that there has been a defect in the appointment or qualification of the administrators of the association.
Article 89. A member of an association has the right, during the working hours of the association, to inspect the affairs and property of the association.
Article 90. A member of the association must pay the full membership fee on the day he applies for membership or at the start of the membership fee payment period, unless the regulations provide otherwise.
Article 91. A member of the association has the right to withdraw from the association at any time, unless the rules provide otherwise.
Article 92. Each member of the association is responsible for the debt of the association up to the amount of the contribution that he must pay.
Article 93. The general meeting is convened by the administrators of the association at least once a year.
Article 94. The committee of the association can convene extraordinary assemblies if it deems it necessary.
The request to convene an extraordinary meeting may be made in writing by members representing at least one fifth of all the members of the association, or at least one hundred, or at least the number fixed in the regulations to the Committee of association. The request must specify the purpose for which the meeting must be convened.
When the Committee of the Association has received the request to convene an extraordinary meeting in accordance with paragraph 2, it must convene this meeting within thirty days from the date of receipt of the request.
If the meeting is not convened within the period provided for in paragraph 3, the members who requested the convening of the extraordinary meeting or other members whose number is not less than that indicated in paragraph 2 may convene the assembly themselves.
Article 95. When calling a general meeting, a notice of meeting shall be sent no later than seven days before the date fixed for the meeting to all the members whose names appear in the register of the association, or may be published at least twice in a leading local newspaper, at least seven days before the date of the meeting.
The notice must specify the place, day and time of the meeting as well as its agenda, and closely related information and documents must also be sent. With regard to the calling of the extraordinary meeting by way of publication, the details and documents mentioned above must be provided and ready for distribution to members who request them at the place fixed by the person calling the meeting.
Article 96. During a general meeting of the association, the quorum is constituted by the members present at the meeting representing at least half of the total number of members, unless the regulations of the association provide for other provisions on the quorum of the meeting.
If the required quorum is not reached, the general meeting, if it has been convened at the request of the members, is dissolved. But if the general meeting has not been convened at the request of the members, another general meeting must be convened by the Committee within fourteen days from the date of the first meeting convened and, at the time of the latter , no quorum is required.
Article 97. The decisions of the assembly are taken by a majority of votes, except in the case where a particular majority of votes is specially provided for in the rules of the association.
Each member has a voice. In the event of a tie, the chairman of the meeting has an additional casting vote.
Article 98. Any member may vote by proxy, unless otherwise provided by the rules of the association.
Article 99. Any administrator or member of an association who has, in a resolution, an interest in conflict with an interest of the association cannot vote on this resolution.
Article 100. If a general meeting has been convened or held or if a resolution has been adopted in violation of the rules of the association or the provisions of this title, any member or the public prosecutor may request the court to annul the resolution of the general meeting, provided that the request is made within one month of the date of the resolution.
Article 101. An association is dissolved:
Article 102. The clerk is empowered to order the removal of the name of an association from the register in the following cases:
Section 103. After the name of an association has been removed from the register by order of the clerk under section 102, the clerk shall without delay send the order with its reason to the association and publish this dissolution in the government gazette.
Any director or member of the association, numbering at least three, is entitled to appeal against the order of the clerk referred to in paragraph 1 to the Minister of the Interior. The appeal must be made in writing and addressed to the Registrar within thirty days from the date on which he was informed of the order, and the provisions of Article 82, paragraph 5, apply mutatis mutandis. .
Article 104. When a case referred to in article 102 occurs, an interested person may request the clerk to remove the name of the association from the register. If the Registrar fails to comply with the request and does not inform the person who made the request of the reasons within a reasonable time, or if the reasons given by the Registrar are not met by the person who made the request, the latter may ask the court to dissolve the association.
Section 105. Where an association is to be dissolved under section 101 (1) (2) (3) or (4), the Committee of the association holding office at the time of the dissolution of the association must inform the clerk of the dissolution within fourteen days of the date of such dissolution.
When an association is declared bankrupt by a final judgment or a court order under Article 101, paragraph 5, or is dissolved by a final order under Article 104, the court shall notify the said judgment or the said order to the clerk.
The clerk publishes this dissolution in the Government Gazette.
Article 106. When an association is dissolved, the association is liquidated and the provisions of Book III, Title 22 on the liquidation of general partnerships, limited partnerships and limited liability companies apply. apply to the liquidation of the association, mutatis mutandis .
Article 107. After liquidation, the remaining assets, if any, cannot be distributed among the members of the association. They will be transferred to another association or foundation, or to any legal person whose object is of a charitable nature, designated in the regulations, by resolution of the general meeting of the association. If the regulations or the decision of the general meeting of the association do not designate an assignee, or if the designated assignee is unable to fulfill his obligations, the remaining assets are the property of the State. .
Article 108. Any person may, upon request addressed to the Registrar, inspect the documents relating to an association kept by the Registrar or request that certified true copies of the said documents be delivered to him by the Registrar, and the Registrar shall comply therewith after payment of the fees prescribed by ministerial regulations.
Article 109. The Minister of the Interior is responsible for the execution of the provisions of this part and has the power to appoint the clerk and to issue ministerial regulations on the following matters:
(1) the application for registration and the making of registration;
(2) fees for registration, inspection of documents and copying of documents, as well as fees for any activity relating to the foundation to be carried out by the registrar, including exemption from such fees;
(3) the conduct of the affairs of the association and its register;
(4) any other matter relating to the application of the provisions of this title.
These ministerial regulations enter into force as soon as they are published in the Government Gazette.
Article 110. A foundation consists of property specially earmarked for public charitable, religious, artistic, scientific, educational or other purposes, in the public interest and without profit, and has been registered in accordance with the provisions of this code.
The assets of a foundation must be managed with a view to achieving the object of this foundation, and not with the aim of seeking the interest of any person.
Article 111. A foundation must have regulations and a committee, composed of at least three persons, to manage the affairs of the foundation in accordance with the law and the regulations of the foundation.
Article 112. The rules must include at least the following elements:
Article 113. The foundation must have the word "foundation" incorporated in its name.
Article 114. The application for registration of a foundation must be filed in writing with the registrar of the region where the seat of the foundation is located and must at least indicate the owner of the property and the list of property assigned to the foundation, as well as the list of names, addresses and occupations of all potential administrators of the foundation, including the regulations of the foundation.
Section 115. When the application for registration and the settlement are received by the Registrar and the application is found to comply with section 114 and the settlement to comply with section 112, that the object of the Foundation is not contrary to the law or morality, that it does not endanger public order or national security and that all the information contained in the application or in the regulations is in conformity with the object of the Foundation, or that the future administrators of the Foundation have a status or a behavior adapted to the achievement of the object of the Foundation, the Registrar carries out the registration and issues a certificate of registration to the Foundation. If it is found that the application or the regulations do not comply with Article 114 or Article 112, that the information contained in the application or in the regulations does not comply with the objects of the Foundation or that the future trustees of the Foundation do not have the proper status and conduct to implement the purpose of the Foundation, the Registrar shall request the applicant to make corrections or modifications and, once the corrections or modifications made, registers and issues a certificate of registration to the Foundation.
If the civil registrar considers that the registration cannot be carried out because the purpose of the foundation is contrary to law or morality or likely to undermine public order or national security , or if the applicant does not make the correction or modification within thirty days from the day on which the instruction of the registrar was brought to his attention, the registrar civil status issues an order refusing registration and informs the applicant without delay of the reasons for this refusal.
The applicant has the right to appeal in writing against the decision of refusal of registration to the Minister of the Interior, through the Registrar, within thirty days from the date of receipt of the decision of refusal.
The Minister of the Interior decides on the appeal and informs the applicant of his decision within thirty days from the date of receipt of the written appeal by the clerk. The decision of the Minister of the Interior is final.
Article 116. Before the registration of the foundation is carried out by the Registrar, the applicant for the establishment of a foundation has the right to withdraw his application by submitting a written notification to the Registrar. The right to withdraw the application is not transmitted to the heirs. In the event that the application for the creation of the foundation is made by several people, if it is withdrawn by one of the applicants, it lapses.
Article 117. If the applicant for the creation of the foundation dies before the registration by the registrar and the deceased does not make a will revoking the application for the creation of the foundation, the application is effective and the creation of the foundation is carried out. the foundation by the heirs, the administrator or the person entrusted by the deceased with this task. If this person does not proceed within one hundred and twenty days following the death of the applicant for the creation of the foundation, any interested person or the Attorney General may proceed with the creation of the foundation as an applicant.
If the foundation cannot be created in accordance with the objectives set by the deceased and no testamentary provision provides otherwise, the provisions of article 1679, paragraph 2, apply mutatis mutandis.
If the procedure provided for in Article 1679, paragraph 2, cannot be initiated or if the foundation cannot be created in accordance with Article 115, the property affected shall devolve to the estate of the deceased.
Article 118. If a testamentary disposition provides for the creation of a foundation under article 1676, the person responsible for creating the foundation under article 1677, paragraph 1, proceeds to the examination of the question under of article 114 and the provisions of this section.
If the person responsible for setting up the foundation under the first paragraph does not apply for registration of the setting up of the foundation within one hundred and twenty days from the date on which the testamentary disposition to set up the foundation was or should have been brought to the attention of the said person, any interested person or the public prosecutor may request such recording.
If the applicant for registration of the foundation does not make the changes or alterations in accordance with the instruction, any interested person or the public prosecutor may apply for registration again.
If a protest is addressed to the registrar on the grounds that the will does not provide for the creation of the foundation, the registrar notifies the protestor that he must present a request to the court within a period of sixty days from the date on which it was notified by the civil registrar, and the civil registrar does not take the registration into consideration, but awaits the judgment or the court order and comply with it. If the challenger does not submit the application to the court within the time limit, the clerk continues to examine the registration of the foundation.
Article 119. If the will containing the testamentary disposition does not contain the information provided for in Article 112, paragraph 1, point 3, point 5 or point 6, the applicant referred to in Article 118 may stipulate this information. If an interested person makes a protest against the petitioner, the clerk shall make such order as he deems appropriate and notify the order to the petitioner and to the protester, who may file a protest with the court within sixty days from the date of receipt of the notification from the Registrar. The clerk does not consider the registration but waits for the judgment or court order and complies with it. If no objection is presented within the time allowed, the clerk examines the recording in accordance with the order given.
Article 120. If there are several applicants for registration of the foundation under the will of the same de cujus and the applications contradict each other, the clerk summons the applicants to come to an agreement. If the applicants do not appear or do not reach an agreement within the time limit set by the registrar, the latter issues the order he deems appropriate and the provisions of article 119 apply. apply mutatis mutandis.
Article 121. After the registration of the foundation, if the applicant for the creation of the foundation is still alive, the property allocated for this purpose shall vest in the foundation from the date of registration of the foundation by the state registrar.
If the applicant for the establishment of a foundation dies before the registration of the foundation by the civil registrar, the property assigned to him shall vest in the foundation from the death of the applicant after registration.
Article 122. The foundation thus registered is a legal person.
Article 123. A foundation is represented in its relations with third parties by its committee.
Article 124. All acts performed by the foundation committee are valid, even if it subsequently appears that there has been a defect in the appointment or qualification of the directors of the foundation.
Article 125. The appointment of new administrators of the foundation or their modification is carried out in accordance with the regulations of the foundation and must be registered within thirty days from the date of the appointment or modification of the administrators of the foundation.
If the registrar considers that one of the administrators referred to in paragraph 1 does not have the quality or behavior required to achieve the object of the Foundation, he may refuse the registration of this administrator.
In case of refusal, the registrar notifies the reasons to the foundation within sixty days from the date of the request, and the provisions of article 115, paragraphs 4 and 5, apply. apply mutatis mutandis .
If the directors of the Foundation leave their position and there is no longer a director or the remaining directors are unable to carry out their duties, the director who has left his position must, if no settlement of the Foundation does not provide for it, continue to exercise the function of administrator until the Foundation is informed by the Registrar of the registration of a new administrator.
A director who has left office as a result of account removal by court order under section 129 may not hold office under paragraph 3.
Section 126 . Subject to Article 127, the Foundation Committee is empowered to amend the Foundation Regulations.
If the rules and terms of the amendment are provided for in the bylaws of the foundation, the amendment must be made in accordance with the provisions of the bylaws and must be filed for registration in the registry office within thirty days from the date of the modification by the foundation committee, and the provisions of article 115 apply mutatis mutandis .
Section 127. The amendment of any part of the foundation regulations under Section 112, paragraph 2, may only be effected for the following purposes:
Article 128. The registrar has the power to inspect, control and supervise the exercise of the activities of the foundation to ensure that they comply with the law and the regulations of the foundation. To this end, the civil registrar or any competent official instructed in writing by the civil registrar is empowered to:
In carrying out the duties referred to in paragraph 1, the Registrar presents his identity card, while the competent officials must present to any person concerned their identity card and a letter of authority from the Registrar.
Article 129. Any director who causes damage to the foundation through the wrongful exercise of his activities or who carries out activities contrary to the law or to the regulations of the foundation may, at the request of the civil registrar, of the Attorney General or any interested person, be removed from his position as administrator of the foundation by the court.
If the performance of the activities referred to in paragraph 1 is the responsibility of the foundation committee or if the foundation committee does not fulfill the purpose of the foundation without good reason, the court may, at the request of the registrar, the attorney general or any person concerned, make an order dismissing the committee from office.
If a trustee or the committee of the Foundation is removed by the court under paragraph 1 or 2, the court may appoint an order or a committee in place of the trustee or the committee of the Foundation so removed and the clerk proceeds to the registration of the person who has been appointed administrator of the Foundation by the court.
Article 130. A foundation is dissolved:
Article 131. At the request of the registrar, prosecutor or any interested person, the court may order the dissolution of a foundation in the following cases:
Article 132. When a case referred to in article 130, paragraphs 1, 2 or 3, occurs, the committee of the foundation which exercises its functions at the time of the dissolution of the foundation notifies the dissolution to the registrar within a period of forty days from the date of its dissolution. If the court issues a final judgment or a final order resulting in the bankruptcy of the Foundation under Article 130, paragraph 4, or a final order dissolving the Foundation under Article 131, the court shall also notify the said judgment or said order to the registrar. The clerk publishes the dissolution of the Foundation in the Government Gazette.
Article 133. When the Foundation is dissolved, it is liquidated and the provisions of Book III, Title 22, relating to the liquidation of general partnerships, limited partnerships and limited liability companies apply. apply mutatis mutandis to the liquidation of the Foundation.
For this purpose, the liquidation report is presented to the court clerk by the liquidator and approved by the latter.
Article 134. After liquidation, the remaining assets are transferred to the foundation or legal person whose object is in accordance with Article 110, as specified in the regulations, the prosecutor, liquidator or any interested person may request the court to assign the assets to another foundation or legal person whose object is closely similar to that of the foundation.
If the Foundation is dissolved by court decision under Article 131, paragraph 1 or 2, or if the allocation of assets provided for in paragraph 1 cannot be made, the assets of the Foundation shall vest in the State.
Article 135. Upon request addressed to the registrar, any person may access the documents relating to a foundation kept by the registrar or request certified copies of the said documents and the registrar shall act on them after payment of the fees prescribed by the ministerial regulations.
Article 136 The Minister of the Interior is charged with the execution of the provisions of this part and has the power to appoint the registrar and to issue ministerial regulations with regard to the following subjects:
These ministerial regulations enter into force as soon as they are published in the Government Gazette.
Section 137 . Things are corporeal objects.
Article 138. Goods include things as well as incorporeal objects, likely to have a value and to be the subject of an appropriation.
Section 139 . Immovable property means land and things permanently affixed to it or forming part of it. They include the rights in rem related to the land or to the things which are attached to it or which form part of it.
Article 140 Movable property means things other than immovable property. They include rights attached to it.
Article 141. Divisible things are those which can be separated into real and distinct parts, each forming a perfect whole.
Article 142. Indivisible things are those which cannot be separated without altering their substance as well as those which are considered indivisible by law.
Article 143 Things outside of commerce are those which cannot be appropriated and those which are legally inalienable.
Article 144. The constituent element of a thing is that which, according to its nature or local customs, is essential to its existence and cannot be separated without being destroyed, damaged or altered in its form or nature.
The owner of a thing has ownership of all the elements that compose it.
Article 145. Trees, when planted for an unlimited period, are considered as constituent elements of the land on which they are located.
Trees that only grow for a limited time and crops that can be harvested once or several times a year are not constituents of the land.
Article 146. Things temporarily fixed to a land or a building do not become constituent elements of the land or the building. The same rule applies to a building or other construction which, in the exercise of a right over the land of another, has been attached to the land by the holder of that right.
Article 147. Accessories are movable things which, according to the usual local design or the clear intention of the owner of the main thing, are permanently attached to this thing for its management, use or conservation, and which, by connection, adjustment or otherwise, are brought by the owner into the relationship with the main thing, in which they must serve the main thing.
Even if a prop is temporarily served by the main thing, it does not cease to be a prop.
Unless there is a special provision to the contrary, the accessory follows the principal good.
Article 148. As for a fruit of a thing, there is a natural fruit and a juridical fruit.
The natural fruit designates that which comes from a thing of which one has normal possession or use, and which is likely to be acquired at the moment when it is detached from the thing.
The juridical fruit means a thing or other benefit that the owner periodically obtains from another person for the use of the thing; it may be calculated and may be acquired on a day-to-day basis or over a fixed period of time.
Article 149 Legal acts are voluntary and lawful acts whose immediate purpose is to establish relations between persons, to create, modify, transfer, preserve or extinguish rights.
Article 150. The act is null if its object is expressly prohibited by law, if it is impossible or if it is contrary to public order or morality.
Article 151. An act is not null because of its divergence from a provision of a law if the latter is not related to public order or morality.
Article 152 Any act which is not drawn up in the forms prescribed by law is null.
Section 153 . An act which does not meet the requirements relating to the capacity of the person is voidable.
Section 154 . The declaration of will is not void on the ground that the declarant, in the secrecy of his mind, did not wish to be bound by his expressed intention, unless this hidden intention was known to the other party.
Section 155 . The declaration of will made with the connivance of the other party and which is fictitious is null; but its nullity cannot be opposed to third parties harmed by the fictitious declaration of will and acting in good faith.
If the fictitious declaration of will referred to in the first paragraph is made to conceal another legal act, the provisions of the law relating to the concealed act are applicable.
Article 156. The declaration of will is null if it is made due to an error on an essential element of the legal act.
The error on an essential element of the legal act referred to in paragraph 1 is, for example, an error on the nature of the legal act, an error on the person who must be associated with the legal act and an error on the property which must be the subject of the legal act.
Article 157. A declaration of will is voidable if it is made due to an error as to the qualifications of the person.
The error referred to in the first paragraph must relate to a qualification of the person considered essential in habitual relations and without which the legal act would not have been performed.
Article 158. If the error referred to in Article 156 or Article 157 is due to the gross negligence of the person making the declaration, the latter cannot avail himself of this nullity.
Article 159. The declaration of intent produced by fraud is voidable.
The act referred to in paragraph 1 may only be annulled on grounds of fraud if it is of such a nature as to prevent the performance of the legal act.
When a party has made a declaration of will due to fraud committed by a third party, the act is voidable only if the other party knew or should have known of the fraud.
Article 160 The annulment of a declaration of will produced by fraud is not opposable to a third party in good faith.
Article 161. If the fraud is only incidental, that is to say if it only incited a party to accept more onerous conditions than it would otherwise have done, that party can only claim compensation for the damage resulting from this fraud.
Article 162. In bilateral juridical acts, the intentional silence of one of the parties on a fact or a quality that the other is unaware of is considered fraud if it is proved that, without this silence, the act would not have been passed.
Article 163. If both parties have acted with fraud, none of them can allege it to annul the act or claim damages.
Article 164. The declaration of will is voidable if it was made under duress.
The coercion, to make an act voidable, must be imminent and of such gravity that it inspires fear and that, without it, the act would not have been done.
Article 165. The threat of the normal exercise of a right is not considered as coercion. Any act done out of reverential fear is not considered an act done under duress.
Article 166 Constraint vitiates the juridical act, even when exercised by a third party.
Article 167. To determine a case of error, fraud or coercion, the sex, age, situation, health, temperament of the person who expressed his will and all other circumstances and environment that may relate to that act must be considered.
Article 168. A declaration of will made to a person in his presence takes effect from the moment when it is known to the addressee of the intention. This provision also applies to the declaration of will made by one person to another by telephone, by other communication devices or by other means allowing a similar communication.
Article 169. The declaration of will made to a person who is not present takes effect from the moment it reaches the addressee of the intention. It has no effect if a revocation reaches it previously or simultaneously.
Even if the person who made a statement of will dies, becomes incapacitated or becomes virtually incapacitated by court order after it is sent, the validity of the statement is not affected.
Article 170. If the declaration of will is made to a minor or to a person judged incapable or quasi-incapable, it cannot be opposed to him unless his legal representative, tutor or curator, as the case may be, has knowledge of it. or has given prior consent.
The provisions of the first paragraph do not apply to the declaration of will relating to any question that the minor or the incapable person is required by law to make himself.
Article 171. In the interpretation of a declaration of will, the true intention should be sought rather than the literal meaning of the words or expressions.
Article 172. A null act cannot be ratified and its nullity may be invoked at any time by any interested person.
The return of property resulting from a void act is governed by the provisions of the Code relating to Undue Enrichment.
Article 173. If part of an act is void, the whole act is void, unless it can be assumed, having regard to the circumstances, that the parties intended the valid part of the act to be severable from the draw game.
Article 174. If a void act satisfies the requirements of another act which is not void, it is valid like this other act, if it can be supposed that this validity would have been desired by the parties, if they had known the nullity of the act envisaged.
Article 175. A voidable act may be voided by:
If the author of the voidable legal act dies before having carried out the annulment, this can be carried out by his heir.
Article 176. When a voidable act is annulled, it is deemed void from the beginning and the parties must be restored to the state in which they were before and, if it is not possible to restore them, they must be compensated by an equivalent sum.
If a person knew or should have known that an act is voidable, he is deemed, after having carried out the annulment, to have known of the nullity of the act since the voidable act was known or should have been known by She.
The claim resulting from the restoration of the previous state under the first paragraph cannot be exercised more than one year after the date of the cancellation of the voidable act.
Section 177 . If a person entitled to void a voidable act under section 175 ratifies a voidable act, it is deemed valid from the beginning; but the rights of third parties remain unaffected.
Article 178 The cancellation or ratification of a voidable act may be effected by a declaration of will made to the other party who is a specific person.
Article 179. A ratification is not valid unless it is made after the state of fact forming the basis of the voidability has ceased to exist.
Where a person found to be incompetent or quasi-incompetent or a person suffering from insanity who has made a juridical act voidable under section 30 acquires knowledge of that act after having regained his capacity, he may ratify it only after gaining knowledge of it.
The heir of the person who performed the voidable juridical act may ratify this act after the death of this person, unless the right to annul the voidable juridical act of the deceased has expired.
The provisions of paragraphs 1 and 2 do not apply to the ratification of the voidable legal act by the legal representative , guardian or trustee.
Article 180. If, after the time when the ratification provided for in article 179 can be effected, one of the following facts occurs with respect to an act voidable by an act of the person empowered to annul the act voidable under Article 175, the act is deemed to be ratified, unless a reservation is expressed, such as:
Article 181. A voidable act cannot be voided more than one year after the moment when the ratification could have been made, or more than ten years after the act was made.
Article 182 A condition is considered to be a clause which subordinates the effect or the end of the effect of a legal act to a future and uncertain event.
Article 183. A juridical act subject to a condition precedent takes effect when the condition is fulfilled.
The legal act subject to a resolutive condition ceases to produce its effects when the condition is fulfilled.
If the parties to the act have declared that they want the effect of the fulfillment of a condition to relate to a time prior to its fulfillment, that intention prevails.
Article 184. The parties to a juridical act subject to a condition must not, while the condition is pending, do anything that impairs the benefit which the other party could derive from the fulfillment of the condition.
Article 185. The rights and obligations of the parties, while the condition is pending, may be alienated, inherited, protected or guaranteed in accordance with the law.
Article 186. If the fulfillment of a condition is not prevented in good faith by the party to whose detriment it would occur, the condition is deemed fulfilled.
If the fulfillment of a condition is brought about in bad faith by the party for whose benefit it would occur, the condition is deemed not to have been fulfilled.
Article 187. When the condition is already fulfilled at the time of the juridical act, the latter is valid without condition, if the condition is prior, and it is null, if the condition is subsequent.
When it is already certain, at the time of the legal act, that the condition cannot be fulfilled, the act is null, if the condition is prior, and valid without condition, if the condition is later.
The parties retain the rights and obligations provided for in articles 184 and 185 as long as they do not know whether the condition is fulfilled under the first paragraph or whether it cannot be fulfilled under the second paragraph.
Article 188. A juridical act is void if it is subject to a condition that is unlawful or contrary to public order or morality.
Article 189. The juridical act under an impossible condition precedent is null.
The juridical act subject to an impossible resolutive condition is valid without condition.
Article 190 A legal act relating to a condition precedent which depends on the will of the debtor is null.
Article 191. If a date of commencement is annexed to a juridical act, its execution cannot be demanded before the arrival of this date.
If an end date is attached to a legal act, its effect ceases on the arrival of that date.
Section 192 . It is presumed that an opening or closing time is set for the benefit of the debtor, unless it follows from the content of the act or the circumstances of the case that it was intended for the benefit of the creditor, or one and the other.
The benefit of such a delay may be waived, but this does not affect the resulting benefit to the other party.
Article 193. In the following cases, the debtor cannot avail himself of a time limit for opening or closing:
Section 193/1. The method of calculating all periods of time is governed by the provisions of this title, unless otherwise provided by law, by a legal order, by a regulation or by a legal act.
Section 193/2. A delay is calculated per day. But if it is determined shorter than one day, it is calculated as such.
Section 193/3. If the time limit is set for less than one day, it begins to run immediately.
When a period is determined by days, weeks, months or years, the first day of the period is not included in the calculation, unless the period begins to run on that day from the time at which it is customary to start business.
Section 193/4. In the case of legal proceedings, official business or commercial and industrial business, a day means the working hours determined by law, by court order or by rules and regulations, or the usual working hours of the company, as the case may be.
Section 193/5. The period determined in weeks, months or years is calculated according to the calendar.
If the period is not calculated from the beginning of a week, a month or a year, it ends on the penultimate day of the last week, the last month or the last year which matches where it started. If, for a period measured in months or years, there is no corresponding day in the last month, the last day of that month is the end day.
Section 193/6. If a period is determined in months and days, or in months and part of a month, a whole month is first measured, then a number of days or part of a month measured in days.
If a time period is determined in part of a year, the part of a year is first measured in months and a part of a month, if any, is measured in days.
For the calculation of part of a month under paragraphs 1 and 2, thirty days shall be deemed to be a month.
Section 193/7 . If a time period is extended and no start day for the extension is determined, the first day of the extension is the day following the last day of the initial period.
Section 193/8 . If the last day of a time limit is a holiday by virtue of official notification or custom on which no business is carried on, the time limit includes the next working day.
Section 193/9. A claim is time-barred if it has not been exercised within the time limit set by law.
Section 193/10. After expiry of the limitation period for claims, the debtor is entitled to refuse performance.
Section 193/11. Statutory limitation periods cannot be extended or reduced.
Section 193/12. Prescription begins and runs from the moment the claim can be enforced. If the claim relates to an abstention, the prescription begins to run from the moment when the right was violated for the first time.
Section 193/13. If the creditor cannot demand performance before having put the debtor in default, prescription runs from the moment when the formal notice can be given for the first time. If the debtor is not required to perform before a certain period has elapsed since the formal notice, the prescription begins to run at the end of this period.
Section 193/14. The prescription is interrupted if:
Section 193/15. When the prescription is interrupted, the time elapsed before the interruption does not count for the prescription.
A new limitation period begins to run from the moment the interruption ceases.
Section 193/16 . The creditor of an obligation to periodically pay a sum of money is entitled to demand from the debtor, at any time before the expiration of the limitation period, a written acknowledgment of the obligation in order to obtain proof the interruption of prescription.
Section 193/17. In the event that the limitation period is interrupted due to a situation referred to in Article 193/14, paragraph 2, if the court has issued a final decision dismissing the action, or if the action has expired and has been settled due to withdrawal or withdrawal, the prescription is deemed never to have been interrupted.
If the court refuses to accept, dismisses or dismisses the action for lack of jurisdiction, or if the action is dismissed with the right to reintroduce it in court and the limitation period expired during the proceedings or would have expired within sixty days from the date of the final judgment or order, the creditor has the right to bring an action before the court to assert his claim or to demand performance of the obligation within sixty days from the date of the final judgment or order.
Section 193/18. The provisions of Article 193/17 apply, mutatis mutandis , to the interruption of the limitation period due to the case referred to in Article 193/14, paragraphs 3, 4 and 5.
Section 193/19. If, at a time when the prescription should end, the creditor is prevented by a case of force majeure from carrying out an interruption, the prescription is not completed until thirty days after the moment when this case of force majeure ceased to exist. exist.
Section 193/20. If the prescription of the claim of a minor or a deficient person, whether he has been judged incapable or not, should expire while this person has not acquired his full capacity, or within one year following the day where she has no legal representative or guardian, it is not performed until the expiration of one year after she has acquired full capacity or has a legal representative or guardian, as the case. If the limitation period for the claim is less than one year, the shorter period applies instead of the one-year period.
Section 193/21. If the prescription of the claim of a minor, an incapable person or a quasi-incapable person against his legal representative, his tutor or his curator would have expired while this person has not acquired his full capacity, or in a period of one year from the day on which it has no legal representative, tutor or curator, it is not completed until the expiry of a period of one year after it has acquired full capacity or has a legal representative, guardian or curator, as the case may be. If the limitation period for the claim is less than one year, the shorter period applies instead of the one-year period.
Section 193/22. If the prescription of claims between spouses would have expired in the year following the dissolution of the marriage, it is not completed until the expiry of the year following the dissolution of the marriage.
Section 193/23. If the prescription of a debt existing in favor of or against a deceased is prescribed in the year following the date of death, it is not completed until the expiry of one year after the death.
Section 193/30. The limitation period for which no other period is provided by law is ten years.
Section 193/31 . The limitation period for government claims relating to taxes and duties is ten years. As regards other government claims relating to bonds, the provisions of this Title shall apply.
Section 193/32. The limitation period for a debt established by a final judgment or by a contract of compromise is ten years, even if the debt itself is subject to any prescription whatsoever.
Section 193/33. The limitation period is five years for the following claims:
Section 193/34. The limitation period is two years for the following claims:
Section 193/34. The limitation period is two years for the following claims:
Section 193/35. Subject to Article 193/27, the limitation period for claims arising from the written acknowledgment of liabilities by the debtor or from the creation of security under Article 193/28, paragraph 2, is two years from from the date of recognition of the liability or the creation of the security.
