Article 453. Sale is a contract by which a person, called seller, transfers to another person, called buyer, the ownership of a good, and the buyer undertakes to pay the price to the seller.
Article 454. The prior promise of sale made by one of the parties has no effect of sale until the other party has notified its intention to carry out the sale and this notification has reached the person who made the promise. .
If no deadline has been fixed in the promise for this notification, the author of the promise may fix a reasonable deadline and notify the other party that it must give within this deadline a precise answer on the fulfillment or not of the the sale. If, within this period, the other party does not give a precise answer, the previous promise loses its effect.
Article 455. The time of execution of the contract of sale is hereinafter referred to as the time of sale.
Article 456. The sale of an immovable is null if it is not made in writing and registered by the competent official. The same rule applies to ships or boats of six tons and over, steamboats or motor boats of five tons and over, houseboats and pack animals.
The agreement of sale or purchase of one of the aforementioned goods, or the promise of sale of one of these goods, can only give rise to legal action in the presence of a writing signed by the debtor, a deposit or a partial performance.
The provisions of the preceding paragraph apply to the contract of sale of movable property whose agreed price is equal to or greater than five hundred baht.
Article 457. The costs of a contract of sale are borne by the two parties in equal shares.
Section 458 . Ownership of the property sold is transferred to the buyer upon conclusion of the sales contract.
Article 459. If the contract of sale is accompanied by a condition or a temporal clause, the ownership of the property is only transferred when the condition is fulfilled or when the term arrives.
Article 460. In the event of the sale of an undetermined asset, ownership is not transferred until the asset has been numbered, counted, weighed, measured or selected, or until its identity has been made certain in another way.
In the event of the sale of a particular good, if the seller is required to count, weigh, measure or do any other act or thing relating to the good for the purpose of determining the price, title does not pass to buyer until such act or thing has been done.
Article 461 The seller is bound to deliver the property sold to the buyer.
Article 462 Delivery may be made by any act having the effect of placing the property at the disposal of the buyer.
Section 463 . If the contract provides that the goods sold will be shipped from one place to another, delivery takes place when the goods are handed over to the carrier.
Article 464. The costs of transporting the goods sold to a place other than the place of performance are borne by the buyer.
Article 465. In a sale of movable property:
Article 466. In the sale of a building whose total area is specified, if the seller delivers the property less or more than he had expected, the buyer has the choice of refusing or accepting it and pay the proportional price.
If the deficiency or excess does not exceed five percent of the total area specified, the buyer is bound to accept it and pay the proportional price, it being understood that the buyer may terminate the contract if the deficiency or excess is such that, had he known of it, he would not have entered into the contract.
Article 467. The action for liability for insufficiency or excess cannot be brought more than one year after delivery.
Article 468. When there is no term clause for the payment of the price, the seller has the right to retain the goods sold until the payment of the price.
Article 469. Even if there is a term clause for payment, if the buyer goes bankrupt before delivery, or if he was bankrupt at the time of the sale without the knowledge of the seller, or if he deteriorates or reduces the security given for payment, the seller has the right to retain the goods sold, unless the buyer gives a suitable security.
Article 470. When the buyer is in default, the seller who retains the property under the preceding articles may, instead of using ordinary legal remedies in the event of non-performance, give the buyer formal notice in writing to pay the price and incidental costs, within a reasonable period set out in the formal notice.
If the buyer does not comply with the formal notice, the seller can sell the property at public auction.
Article 471 The seller deducts from the net proceeds of the sale by public auction what is due to him in respect of the price and incidental costs and immediately remits the excess to the purchaser.
Section 472 . The seller is liable for defects in the goods sold which reduce either its value, or its suitability for ordinary use, or its suitability for the use provided for in the contract.
The previous provision applies whether the seller knew or was unaware of the existence of the defect.
Article 473. The seller is not liable in the following cases:
Article 474. The action for liability for defect cannot be brought more than one year after the discovery of the defect.
Article 475 The seller is liable for the consequences of the disturbance caused to the peaceful possession of the buyer by any person having a right to the property sold existing at the time of the sale or by the fault of the seller.
Article 476 The seller is not responsible for any disturbance caused by a person whose rights were known to the buyer at the time of the sale.
Article 477. In all cases of trouble where an action arises between the buyer and a third party, the buyer has the right to summon the seller to appear in the action to be co-defendant or co-plaintiff with the buyer, in order to allow the court to settle disputes between all parties to such disputes in a single action.
Article 478. The seller also has the right, if he deems it appropriate, to intervene in the action to reject the claim of the third party.
Article 479 The seller is liable if, as a result of eviction, the buyer is deprived of all or part of the property sold or if the property is encumbered with a right the existence of which reduces its value, ability, use or usefulness and of which the buyer was not aware at the time of the sale.
Article 480. If a building is declared encumbered with an easement established by law, the seller is not liable, unless he has expressly guaranteed that the building was free of any easement, or of this easement especially.
Article 481. If the seller was not a party to the initial action, or if the buyer has compromised with the third party, or has yielded to his claim, no action for liability for eviction may be instituted for more than three months after the final judgment of the initial action, or after the date of the compromise, or of the assignment to a third party.
Article 482. The seller is not responsible for eviction in the following cases:
In any case, the seller is liable when he is summoned and refuses to take the place of the buyer as buyer.
Article 483. The parties to the contract of sale may agree that the seller shall not incur any liability for defects or eviction.
Article 484. Unless otherwise stipulated in the non-responsibility clause, this does not exempt the seller from reimbursement of the price.
Section 485 . The non-responsibility clause cannot exonerate the seller from the consequences of his own act or facts that he knew and concealed.
Article 486 The buyer is bound to take delivery of the goods sold and to pay the price in accordance with the terms of the sales contract.
Article 487. The price of the property sold may be fixed by the contract, or left to be fixed in the manner agreed therein, or determined by the course of business between the parties.
Where the price is not determined as stated above, the buyer must pay a reasonable price.
Article 488. If the buyer has discovered defects in the goods sold, he has the right to retain the price or the part of the price still unpaid, unless the seller furnishes an appropriate guarantee.
Article 489. The buyer also has the right to withhold the price, in whole or in part, if he is threatened, or if he has good reason to believe that he is going to be threatened, with an action by a hypothecary creditor or by a claimant of the property sold, until the seller has put an end to the danger with which he is threatened, or until the seller has given sufficient guarantees.
Article 490. If a deadline is fixed for the delivery of the goods sold, it is presumed that the same deadline is fixed for the payment of the price.
Article 491. The sale with repurchase is a contract of sale by which the property of the sold good is transferred to the purchaser provided that the salesman can repurchase this good.
Article 492. When the property sold is repurchased within the time limit fixed by the contract or by law, or when the person who repurchases deposits the repurchase price within the time limit with a depository, renouncing the right to withdraw the price , ownership of the property vests in the person who redeems it upon payment or deposit of the price, as the case may be.
In the case of the deposit provided for in the first paragraph, an official of the deposit office immediately notifies the person redeemed, so that the person who redeems does not have to comply with the provisions of article 333, paragraph 3. .
Article 493 The parties may agree that the buyer will not dispose of the property sold. If he disposes of it contrary to his agreement, he is liable to the seller for the resulting damage.
Section 494 . The redemption right cannot be exercised later than:
Article 495. If the contract provides for a longer period, it is reduced to ten years and three years respectively.
Article 496. The time limit for restitution may be subsequently extended by contract, but if the total time limit is greater than the time limit provided for in Article 494, it is reduced to the time limit provided for in Article 494.
The extension of the period provided for in the first paragraph must at least be the subject of written proof signed by the redeemed person. In the case of goods whose sale must be made in writing and registered by the competent official, the extension cannot be opposed to a third party who has, for valuable consideration and in good faith, acquired and registered his right, unless this writing or such written evidence is recorded or recorded by the competent official.
Section 497 . The redemption right can only be exercised by:
Article 498. The right of redemption can only be exercised against:
Article 499. If no redemption price is fixed, the property may be redeemed by reimbursing the sale price.
If the repurchase price or the sale price, at the time of repurchase, is higher than the actual sale price by more than fifteen percent per annum, it is repurchased at an actual price comprising fifteen percent per annum of profit.
Section 500 . The costs of the sale borne by the buyer must be reimbursed at the same time as the price.
Redemption costs are the responsibility of the redeemer.
Article 501. The property must be returned in the state in which it is at the time of redemption; however, if the property has been destroyed or damaged through the fault of the purchaser, the latter must pay compensation.
Article 502. The person who redeems the property recovers it free of any right created by the initial buyer or his heirs or assignees before the redemption.
If the rental of property subject to a right of redemption is registered by the competent official, it is valid for not more than one year of its remaining term, provided that it is not made with the intention of harming the seller.
Article 503. In a sale by sample, the seller is bound to deliver the goods corresponding to the sample.
In the sale by description, the seller is obliged to deliver the goods corresponding to the description.
Article 504. The action for liability for lack of conformity with the sample or the description cannot be brought more than one year after delivery.
Section 505 . The sale on approval is the sales contract that the buyer has the option to buy when checking the property to buy.
Article 506. To verify the good, if there is no time limit for the purchase, the seller can specify a reasonable time limit and notify the buyer that he can accept or refuse the purchase.
Section 507 . The good that the buyer has the opportunity to check before delivery, if the buyer does not accept it within the period indicated in the contract or in commercial practice or within the period set by the seller, the contract of sale n is not related.
Article 508. When the property is handed over to the buyer for verification, the sale and the purchase are absolutely terminated in the following cases:
Article 509. The auction is completed when the auctioneer accepts the final price by striking the wooden gavel or by any other practical act in the auction; otherwise, the bidder may withdraw their bid at any time.
Article 510. During the bidding process, the bidder must comply with the bidding procedure that the auctioneer has announced at each auction.
Article 511. The auctioneer cannot make a bid or allow a person to make a bid in his own interest by controlling the bidding process.
Article 512. The seller cannot make a bid or allow a person to make a bid, unless it is specified in the auction conditions that the seller has the right to bid.
Article 513. If the auctioneer considers that the adjudication price is not high enough, he may withdraw the property from the auction.
Article 514. The bidder is released from his bid when another person offers a higher price, even if the auction is over or not, or when the auctioneer withdraws the real estate bid.
Article 515. The bidder who offers the highest bid price must pay cash when the auction is over or on the deadline specified in the auction advertisement.
Article 516. If the bidder who offered the highest price does not pay, the auctioneer may renew the bid. If the price of the renewed auction is lower than that of the previous auction, the defaulting bidder is responsible for the loss of profit.
Article 517. If part or all of the auction proceeds are not paid and the cause arises from the ignorance of the auctioneer under Section 515 or Section 516, the auctioneer - auctioneer shall be responsible for the unpaid amount.
Section 518 . The exchange is the contract by which the two parties mutually transfer the right of ownership.
Section 519 . In all the provisions of the laws relating to sale and purchase, exchange is also included in these provisions by implying that both parties are the seller and the buyer for the transfer of these goods.
Article 520. If one of the parties to the exchange agrees to add money to the exchange of one good for another, the sale price must also include this additional cash payment.
Article 521. A donation is a contract by which a person. Called the donor, transfers own property free of charge to another person, called the donee, and the donee accepts this property.
Article 522. A donation may be made by granting the donee release from an obligation or by performing an obligation owed by the donee.
Article 523. A donation is valid only by handing over the donated property.
Article 524. In case of donation of a right represented by a written deed, the donation is valid only if this deed is delivered to the donee and if the donation is notified in writing to the debtor of the right.
Article 525. The donation of property, the sale of which must be made in writing and registered by the competent official, is only valid if it is so made and registered by the competent official. In this case, it is valid without discount.
Article 526. If a donation or a promise of donation has been made in writing and registered by the competent official and the donor does not deliver the donated property to the donee, the donee has the right to claim delivery of this property or its value. , but he is not entitled to any additional compensation.
Article 527. If the donor binds himself to periodic performance, the obligation is extinguished by the death either of the donor or of the donee, unless a contrary intention results from the obligation.
Article 528. If the gift is burdened with a charge and the donee does not perform it, the donor may, under the conditions provided for the right of rescission in reciprocal contracts, request the restitution of the gift under the provisions relating to the restitution of undue enrichment, insofar as the donation should have been allocated to the execution of the change.
This request is inadmissible if a third party is entitled to require the execution of the charge.
Article 529. If the property given is not sufficient to satisfy the charge, the donee is bound to perform only up to the value of the property.
Article 530. If the donation is burdened with a charge, the donor is liable for the defect or the eviction in the same way as the seller, but only up to the amount of the charge.
Article 531. The donor may only claim the revocation of a gift for cause of ingratitude in the following cases:
Article 532. The donor's heir may claim revocation only if the donee intentionally and illegally killed the donor or prevented him from revoking the donation.
However, the heir may pursue an action regularly initiated by the donor.
Article 533. A donation cannot be revoked if the donor has forgiven the donee, or if six months have elapsed since the act of ingratitude was brought to the attention of the person who has the right to demand its revocation. .
No action may be brought more than ten years after this act.
Section 534 . If the donation is revoked, the property is returned in accordance with the provisions of this code relating to unjust enrichment.
Article 535 The following liberalities are not revocable on grounds of ingratitude:
Article 536. A donation which takes effect on the death of the donor is governed by the provisions of the law on successions and wills.
Article 537. The rental contract is a contract by which a person, called the lessor, undertakes to leave to another person, called the lessee, the use or the benefit of an asset for a limited period and the lessee s undertakes to pay rent in this regard.
Article 538. The lease of an immovable is not enforceable by way of action, unless there is a writing signed by the lessee. If the tenancy is made for more than three years or for the life of the lessor or the lessee, it is only enforceable for three years, unless it is made in writing and registered by the competent official.
Article 539. The costs of a hire contract are borne equally by the two parties.
Article 540. The duration of a contract for the lease of immovable property may not exceed thirty years. If it is concluded for a longer period, this is reduced to thirty years. The aforementioned term may be renewed, but it may not exceed thirty years from the date of renewal.
Section 541 . The rental contract can be concluded for the lifetime of the lessor or the lessee.
Article 542. When several persons claim the same movable property under different rental contracts, the lessee who first entered into possession of the property under his contract must be preferred.
Article 543. When several persons claim the same immovable property under different rental contracts:
Article 544 Unless otherwise stipulated in the rental contract, the lessee may not sublet or assign to a third party his rights over all or part of the leased property.
Article 545. If the lessee legitimately sublets the leased property, the sublessee is directly liable with regard to the bill. In this case, the payment of the rent made in advance by the sub-tenant to the lessee who sub-lets is not opposable to the letter.
This provision does not prevent the letter from exercising its rights against the recipient.
Section 546 . The lessor is required to deliver the leased property in a good state of repair.
Section 547 . The lessor is required to reimburse the lessee for the necessary and reasonable expenses incurred by him for the preservation of the leased property, with the exception of ordinary maintenance expenses and minor repairs.
Article 548. In the event of delivery of the rented property in a condition unsuitable for the use for which it is rented, the lessee may terminate the contract.
Article 549. The delivery of the leased property, the liability of the lessor in the event of defects and eviction and the effects of a non-responsibility clause are governed by the provisions of this code relating to the sale, mutatis mutandis.
Article 550. The lessor is responsible for defects which occur during the term of the contract and must make all the repairs which may become necessary, except those which the law or usage places at the expense of the lessee.
Article 551. If the defect is not such as to deprive the lessee of the use and benefit of the leased property, and if it can be repaired by the lessor, the lessee must first notify the lessor of to repair it. If the defect is not repaired within a reasonable time, the lessee may terminate the contract, provided that the defect is serious enough to justify this action.
Article 552 The lessee may not use the leased property for purposes other than those which are ordinary and customary, or which have been provided for in the contract.
Article 553 The lessee is required to take the same care of the leased property that a normally prudent person would take of his own property, and to carry out ordinary maintenance and minor repairs.
Article 554. If the lessee acts contrary to the provisions of articles 552 and 553 or to the clauses of the contract, the lessor may put him on notice to comply with these provisions or clauses and, if the lessee does not comply with them, the lessor can terminate the contract.
Article 555. The lessee is obliged to allow the lessor or his agents to inspect the leased property at reasonable times.
Article 556. If the leased property requires urgent repairs during the term of the contract, and if the lessor wishes to perform an act necessary for these repairs, the lessee cannot refuse permission to have this act performed, although this may result disadvantages for him. However, if the repairs are of such a nature that they take an unreasonable amount of time and thus render the property unfit for the use for which it is rented, the lessor may terminate the contract.
Article 557. In one of the following cases:
If the lessee does not comply with this provision, he is liable to the lessor for any damage resulting from the delay caused by this breach.
Article 558 The lessee may not, without the authorization of the lessor, make modifications or additions to the leased property. If he does so without this authorization, he must, at the request of the lessor, restore the property to its former state, and he is liable to the lessor for any loss or damage which may result from this modification or addition. .
Article 559. If no period of payment of the rent is fixed by the contract or by custom, the rent must be paid at the end of each period for which it is stipulated, that is to say: if a property is rented at so much per year, the rent is payable at the end of each year, if a property is rented at so much per month, the rent is payable at the end of each month.
Article 560. In the event of non-payment of rent, the lessor may terminate the contract. But, if the rent is payable at monthly or longer intervals, the letter must first notify the lessee that payment is required within a period which cannot be less than fifteen days.
Article 561. If no written description of the condition of the leased property has been made and signed by both parties, the lessee is presumed to have received the property in a good state of repair and must return the property in this condition to the end or termination of the contract, unless it proves that it was in poor condition at the time of delivery.
Article 562. The lessee is liable for loss and damage caused to the leased property by his fault or by the fault of the persons living with him or being his sub-tenant.
But it is not responsible for damage resulting from normal use.
Article 563. No action by the lessor against the lessee in connection with the contract of lease may be brought more than six months after the return of the leased property.
Article 564. The rental contract is extinguished at the expiration of the agreed period, without notice.
Article 565. The rental of a garden is presumed to be made for one year. The rental of rice land is presumed to be made for the agricultural year.
Article 566. If no duration is agreed or presumed, each of the parties may terminate the rental agreement at the expiration of each period for payment of the rent, provided that notice of at least one rental period is given, without the need to give more than two months' notice.
Article 567. If the whole of the leased property is lost, the contract is extinguished.
Article 568. If only part of the leased property is lost through no fault of the lessee, the lessee may request that the rent be reduced in proportion to the lost part.
If, in this case, the lessee cannot, with the remaining part, realize the object for which he concluded the rental contract, he can terminate it.
Article 569. The building rental contract is not terminated by the transfer of ownership of the leased property.
The transferee has the rights and is subject to the obligations of the transferor towards the lessee.
Article 570. If, at the expiration of the agreed period, the lessee remains in possession of the property and the lessor, knowing this, does not oppose it, the parties are deemed to have renewed the contract for an indefinite period.
Section 571 . If the lease of a paddy field is terminated or extinguished after the lessee has planted the paddy, the lessee has the right to remain in possession of the paddy field until the harvest is finished, but he must pay rent.
Article 572. Hire-purchase is a contract by which the owner of a good rents it and promises to sell it or to make it the property of the lessee, on condition that the latter makes a certain number of payments.
The hire-purchase contract is void if it is not made in writing.
Article 573. The lessee may terminate the contract at any time by returning the property to the owner at his expense.
Article 574. The owner may also terminate the contract in the event of non-payment of two successive installments or non-performance of an essential part of the contract; in this case, all previous payments remain with the owner who has the right to repossess the property.
In the event of breach of contract by default in payment of the last installment, the owner has the right to waive previous installments and to regain possession of the property only after the expiry of a payment period.
Article 575. A service contract is a contract by which a person, called an employee, undertakes to provide services to another person, called an employer, who undertakes to pay him remuneration for the duration of the services.
Article 576. The promise to pay remuneration is implicit if, taking into account the circumstances, it cannot be expected that the services will be rendered free of charge.
Article 577. The employer may transfer his right to a third party with the worker's consent.
The worker may ask a third party to perform the services in his place with the consent of the employer.
If either party acts contrary to this provision, the other party may terminate the contract.
Article 578. If the worker expressly or implicitly guarantees a particular skill, the absence of this skill authorizes the employer to terminate the contract.
Article 579. The absence of the employee for a reasonable cause and for a reasonably short period does not give the employer the right to terminate the contract.
Article 580. If no date for payment of the remuneration is fixed by the contract or by custom, the remuneration is payable after the services have been rendered; if it is fixed by periods, the remuneration is payable at the end of each period.
Article 581. If, after the expiration of the agreed period, the worker continues to provide his services and if the employer, who is aware of it, does not oppose it, the parties are presumed to have concluded a new employment contract under the same conditions, but each of them may terminate the contract by giving notice in accordance with the following article.
Section 582 . If the parties have not fixed the duration of the contract, either of them may terminate it by giving notice at or before any payment time, to take effect at the next payment time. However, the notice may not exceed three months.
The employer may, by giving this notice, immediately dispense with the services of the employee by paying him his remuneration until the expiry of the notice.
Article 583. If the employee deliberately disobeys or habitually disobeys the lawful orders of his employer, absents himself from service, is guilty of serious misconduct or acts in a manner incompatible with the correct and faithful performance of his duty , he may be dismissed by the employer without notice or compensation.
Article 584. If the contract of hiring of services is a contract in which the personality of the employer constitutes an essential element, this contract is extinguished by the death of the employer.
Article 585. When hiring of services ends, the worker is entitled to a certificate on the duration and nature of his services.
Article 586. If the worker has been brought from elsewhere at the expense of the employer, the latter is bound, when the hire of services ends, unless otherwise stipulated in the contract, to pay the cost of the return journey, provided that :
Article 587. Work hire is a contract by which a person, called an entrepreneur, undertakes to perform specific work for another person, called an employer, who undertakes to pay him remuneration for the result of this work.
Article 588. The tools or instruments necessary for the performance of the work are provided by the contractor.
Article 589. If the materials necessary for the execution of the work are provided by the contractor, the latter must provide materials of good quality.
Article 590. If the materials are provided by the employer, the contractor must use them with care and without waste. He must return the surplus after the completion of the work.
Article 591. If the defect or delay in the work arises from the nature of the materials supplied by the employer or from the instructions given by him, the contractor is not liable, unless he was aware of the inappropriateness of materials or irregularity of instructions, and that he has not given notice thereof.
Article 592. The contractor is obliged to allow the employer or his representatives to inspect the works during their execution.
Article 593. If the contractor does not start the work in due time or delays in performing it contrary to the provisions of the contract, or if, through no fault of the employer, he delays in performing it in a manner such that it can be foreseen that the work will not be completed within the agreed time, the employer has the right to terminate the contract and demand that the work be completed. The employer has the right to withdraw from the contract without waiting for the agreed delivery period.
Article 594. When it is possible to foresee with certainty, during the execution of the works, that these will be executed, through the fault of the contractor, in a defective manner or contrary to the clauses of the contract, the employer may give notice to the contractor to remedy the defect or to comply with the clauses of the contract within a reasonable time fixed in the formal notice, failing which he has the right to have the work repaired or to continue the work by a third party at the risk and at the expense of the contractor.
Article 595. If the materials have been supplied by the contractor, his liability for defects is governed by the provisions of this code relating to the sale.
Article 596. If the work is delivered after the deadline fixed in the contract or, failing such deadline, after a reasonable deadline, the employer is entitled to a reduction in remuneration or, when the deadline is an essential condition of the contract , to resolution.
Article 597. If the employer has accepted the work without reservation, the contractor is not responsible for the delay in delivery.
Article 598. If the employer has accepted a defective work, expressly or implicitly, the contractor is not liable, unless the defect was such that it could not be discovered at the time of acceptance of the work, or s it had been concealed by the contractor.
Article 599. In the event of delay in delivery or delivery of defective work, the employer is entitled to withhold remuneration, unless the contractor provides an appropriate guarantee.
Article 600. Unless otherwise stipulated in the contract, the contractor is liable only for defects which appear within a period of one year from the delivery of the work, or within a period of five years in the case of a work on land other than a wooden building.
This limitation does not apply if the entrepreneur has concealed the defect.
Article 601. No action against the contractor may be brought more than one year after the appearance of the defect.
Article 602. Remuneration is due upon acceptance of the work. If the work must be accepted in several parts and the remuneration has been fixed for each of them, the remuneration for each part is payable at the time of acceptance.
Article 603. If the materials have been supplied by the contractor and the work is destroyed or damaged before its delivery, the contractor bears the loss, provided that this loss is not caused by an act of the employer.
In this case, no remuneration is due.
Article 604. If the materials have been supplied by the employer and the work is destroyed or damaged before its delivery, the employer bears the loss, provided that this loss is caused by an act of the contractor.
In this case, no remuneration is due, unless the loss is caused by an act of the employer.
Article 605. As long as the work is not completed, the employer may terminate the contract by compensating the contractor for the damage resulting from the termination of the contract.
Article 606. If the personal qualification of the contractor is an essential element of the contract and the contractor dies or becomes unable, without his fault, to continue the execution of the work, the contract ends.
If part of the work already done is useful to the employer, the latter is obliged to accept it and pay him reasonable remuneration.
Article 607. The contractor may appoint subcontractors to work for him in whole or in part, except for the main part of the contract which requires the competence of the contractor. The contractor remains responsible for the work and its execution.
Article 608. A carrier, within the meaning of this title, is a person who, in the normal course of his business, undertakes to transport goods or passengers for remuneration.
Section 609 . The carriage of goods or passengers by the Royal State Railways Department of Siam or of postal articles by the Post and Telegraph Department is governed by the laws and regulations relating to that department; the transport of goods by sea is governed by the relevant laws and regulations.
Article 610. The person who concludes an agreement with a carrier for the carriage of goods is called the sender or the consignee. The remuneration to be paid for the transport of goods is called freight.
Article 611. Freight accessories include all usual costs duly incurred by the carrier during transport.
Section 612 . If the carrier requires it, the sender must provide him with a consignment note. The consignment note must contain the following information:
The consignment note must be signed by the sender.
Article 613. At the request of the sender, the carrier must provide him with a consignment note. The consignment note must contain the following information:
The consignment note must be signed by the carrier.
Article 614. Even if the consignment note has been drawn up for the benefit of a named person, it may be transmitted by endorsement, unless endorsement is prohibited in the consignment note.
Article 615. If a consignment note has been drawn up, delivery can only be obtained by its delivery or by the provision of a sufficient guarantee by the addressee.
Article 616. The carrier is liable for loss, damage or delays in the delivery of the goods entrusted to him, unless he proves that these losses, damage or delays are due to force majeure or the fault of the carrier. sender or recipient.
Article 617 The carrier is liable for loss, damage or delays caused by the fault of other carriers or persons to whom he has entrusted the goods.
Article 618. If the goods have been transported by several carriers, the latter are jointly and severally liable for losses, damage and delays.
Article 619. If the goods are of a dangerous nature or likely to cause damage to persons or property, the sender must declare their nature before concluding the contract of carriage, failing which he is liable for the damage they cause. .
Article 620. The carrier is not responsible for cash, banknotes, bills of exchange, bonds, stocks, warrants, jewelry and other valuables, unless he has been advised of the value or of the nature of these goods at the time when they were handed over to him.
Article 621. Compensation for late delivery may not exceed the amount that could be awarded in the event of total loss of the goods.
Article 622. The carrier must notify the consignee upon arrival of the goods.
Article 623. The carrier's liability ceases when the consignee has accepted the goods without reservation and paid the freight and accessories.
However, this provision does not apply in the event of loss or damage not detectable in the external condition of the goods, provided that the notice of loss or damage has been given to the carrier within eight days from the delivery of the goods.
These provisions do not apply in the event of bad faith or cross negligence attributable to the carrier.
Article 624. No action for loss, damage or delay may be brought against the carrier more than one year after delivery, or one year after the date on which delivery should have been made, except in case of bad faith .
Article 625. A provision contained in a receipt, consignment note or other such document delivered by the carrier to the sender and excluding or limiting the liability of the carrier is void, unless the sender has expressly accepted this exclusion or limitation of liability.
Article 626. As long as the goods are in the hands of the carrier, the consignor or, if a consignment note has been drawn up, the holder thereof may require the carrier to stop the transport, to return the goods or otherwise disposes of them.
In this case, the carrier is entitled to the freight in proportion to the carriage already carried out and to all other costs occasioned by the stoppage, return or any other disposal of the goods.
Section 627 . When the goods have arrived at the place of destination and the consignee has requested delivery, he acquires the consignor's rights arising from the contract of carriage.
Article 628. If the goods are lost due to force majeure, the carrier is not entitled to the freight. What has been received as such must be returned.
Article 629. If the carrier delivers the goods before the payment of the freight and accessories, he remains responsible towards the preceding carriers for the part of the freight and accessories which is still due to them.
Article 630. The carrier has the right to retain the goods necessary for the payment of freight and accessories.
Article 631. If the addressee cannot be found or if he refuses to take delivery, the carrier must immediately notify the sender and obtain his instructions.
If circumstances make this operation impossible, or if the sender does not send his instructions in due time or sends them without being able to carry them out, the carrier has the power to deposit the goods in a deposit office.
If the merchandise is perishable and a delay entails risk, or if the value of the merchandise does not appear to cover the freight and accessories, he may have the merchandise sold at public auction.
The carrier must, unless this is impossible, immediately notify the sender or the consignee of this deposit or sale, failing which he is required to pay damages.
Article 632. The carrier deducts freight and accessories from the net proceeds of the sale by public auction and must immediately deliver the excess to the person entitled.
Section 633. If the goods have been transported by several carriers, the last of them may exercise the rights provided for in articles 630, 631, 632 for the sums due to them all for freight and accessories.
Article 634. The passenger carrier is liable to a traveler for bodily injury and damage immediately resulting from the delay suffered as a result of transport, unless the damage or delay is due to a case of force majeure or the fault of this traveler.
Article 635. Baggage entrusted to the carrier in time must be delivered on the passenger's arrival.
Article 636. If the traveler does not take delivery of the luggage within the month following their arrival, the carrier may sell it at public auction. If the baggage is of a perishable nature, the carrier may sell it at public auction twenty-four hours after arrival. The provisions of Article 632 apply mutatis mutandis .
Article 637. The rights and obligations of the carrier for the baggage entrusted to him are governed by Chapter I, even if the carrier has not invoiced them separately.
Section 638. The carrier shall not be liable for baggage not entrusted to it, unless such baggage is lost or damaged through the fault of the carrier or its agents.
Article 639. Any provision of a ticket, receipt or any other document delivered by the carrier to the passenger, excluding or limiting the liability of the carrier, is void, unless the passenger has expressly consented to such exclusion. or Limitation of Liability.
Article 640 Loan for use is a contract by which a person, called a lender, leaves to another person, called a borrower, the free use of property, the borrower undertaking to return it after having made use of it. .
Article 641. A loan for use is perfected only by the return of the loaned property.
Article 642 The costs of the contract, the costs of issuing the loaned property and the costs of restitution are borne by the borrower.
Article 643. If the borrower uses the property loaned for purposes other than the ordinary purposes or those which result from the contract, or if he leaves the use of it to a third party, or if he keeps it longer than he should not, he is liable for loss or damage caused to the property by force majeure, unless he proves that the loss or damage would have occurred in any event.
Article 644 The borrower is bound to take the same care with the property lent that a person of ordinary prudence would take with his own property.
Article 645. In the cases provided for in article 643, or if the borrower acts in accordance with article 644, the lender may terminate the contract.
Article 646. If no time limit is fixed, the property is returned after the borrower has made the use provided for in the contract. The lender may request the return of the property earlier, if time has elapsed such that the borrower could have made use of it.
If no deadline is set and no purpose emerges from the contract, the lender may claim restitution at any time.
Article 647. Routine maintenance costs for the loaned property are borne by the borrower.
Article 648. A loan for use is extinguished by the death of the borrower.
Article 649. No action for compensation for a loan for use may be brought more than six months after the termination of the contract.
Article 650. A consumer loan is a contract by which the lender transfers to the borrower the ownership of a certain quantity of goods which are consumed at the user's premises, and the borrower undertakes to return goods of the same species, quality and quantity.
The contract is perfected only by the handing over of the property.
Article 651. The costs of the contract, the costs of delivery of the property loaned and the costs of restitution are borne by the borrower.
Article 652. If no time limit has been fixed for the return of the property loaned, the lender may put the borrower on notice to return the property within a reasonable time fixed in the formal notice.
Section 653. A loan of money in an amount exceeding two thousand baht in principal is not enforceable by action unless there is written evidence of the loan signed by the borrower.
Reimbursement of a money loan evidenced in writing can only be proven if there is written proof signed by the lender, or if the document evidencing the loan has been returned to the borrower or cancelled.
Article 654 Interest cannot exceed 15% per annum; when a higher interest rate is fixed by the contract, it is reduced to 15% per annum.
Article 655. Interest does not bear interest. The parties to a loan of money may, however, agree that the interest due for at least one year will be added to the capital, and that the whole will bear interest, but this agreement must be made in writing.
Commercial uses for the calculation of compound interest in current accounts, as well as in similar commercial transactions, are not governed by the preceding paragraph.
Section 656 . If a loan is made for a sum of money and the borrower accepts merchandise or other property in lieu of that sum, the amount of debt due is considered equal to the market value of the commodity or property. at the time and place of delivery.
If a loan is made for a sum of money and the lender accepts goods or other property for repayment of the loan, the amount of the debt so extinguished shall be deemed to be equal to the market value of the goods or property at the time and place of delivery.
Any agreement to the contrary is void.
Article 657. A deposit is a contract by which a person, called the depositor, delivers property to another person, called the depositary, and the depositary undertakes to keep it and to return it.
Article 658. Remuneration for the deposit is deemed to be implicitly agreed. If, in the circumstances, the commitment of the deposit should only be expected from the remuneration.
Section 659. If the deposit is made free of charge, the depositary is required to provide the property deposited with the care that it is customary to take in its own affairs.
If the deposit is made for consideration, the depositary is required to provide the deposited property with the care and skill that a person of normal prudence would exercise in similar circumstances. This includes exercising a particular skill when it is required.
If the Custodian is engaged in a particular trade, profession or activity, it is required to exercise the care and skill customary and necessary for such trade, profession or activity.
Section 660. If, without the authorization of the depositor, the depositary uses the deposited property or leaves the use or custody of it to a third party, he is liable for the loss or deterioration of the property, even if caused by force majeure, unless it proves that the loss or damage would have occurred anyway.
Article 661. If a third party claims rights to the deposited property and brings an action against the depositary, or seizes the property, the depositary must immediately notify the depositor.
Article 662. If a date has been set for the return of the deposited property, the depositary does not have the right to return the property before that date, except in cases of absolute necessity.
Section 663. If the parties have fixed a time for the return of the deposited property, the depositary must return it at any time at the request of the depositor.
Article 664. If the parties have not fixed a time for the return of the deposited property, the depositary may return it at any time.
Section 665. The depositary is bound to return the property deposited to the depositor, or to the person in whose name it was deposited, or to the person to whom it has been duly ordered to return it.
However, in the event of the death of the depositor, the deposited property is returned to his heir.
Article 666. The depositary is bound to hand over the fruits resulting therefrom with the property.
Article 667. The costs of returning the deposited property are borne by the depositor.
Article 668. The depositor is bound to reimburse the depositary for the expenses which have been necessary for the preservation or upkeep of the deposited property, unless these expenses are the responsibility of the depositary by virtue of the contract of deposit.
Section 669. If no period is fixed by the contract or by custom for the payment of the remuneration, the latter is payable on the return of the property deposited. If it is fixed by periods, the remuneration is payable at the end of each period.
Article 670. The depositary has the right to retain the property deposited until he has been paid all that is due to him for the deposit.
Article 671. No action for remuneration, reimbursement of expenses or indemnity relating to a deposit may be brought more than six months after the termination of the contract.
Article 672. If the deposit is of money, it is presumed that the depositary must not return the same specie, but only the same sum.
The custodian can use the deposited money and is only obliged to return an equivalent sum. He is required to return this sum even if the money deposited has been lost by force majeure.
Article 673. When the depositary is bound only to restore the same sum, the depositor cannot demand the restitution of the sum before the agreed time, and the depositary cannot restore it before this time.
(hotel, guest house…)
Section 674. The owner of an inn, hotel or other such place is liable for any loss or damage to property that the traveler or host staying with him may have brought.
Section 675. The owner is liable for loss or damage to the property of the traveler or guest, even if caused by strangers visiting the hostel, hotel or any other such place , or coming back.
Its liability is limited to the sum of five thousand baht if the property is cash, banknotes, bills of exchange, bonds, shares, debentures, warrants, jewelry or other valuables, unless they have been deposited with him and their value has been clearly indicated.
But it is not liable for loss or damage caused by force majeure, by the nature of the goods or by the fault of the traveler or guest, his companion or a person he received.
Section 676. Upon discovery of loss or damage to goods not expressly deposited, the traveler or guest must immediately notify the owner of the inn, hotel or other similar place, failing which the -ci is relieved of the liability provided for in Articles 674 and 675.
Section 677. A notice posted in the hostel, hotel or other place excluding or limiting the owner's liability is void unless the traveler or guest has expressly agreed to such exclusion or limitation of liability.
Section 678. No action for compensation for loss or damage caused to the property of the traveler or the host can be brought more than six months after the departure of the traveler or the host.
Section 679. The owner has the right to retain the luggage or other objects of the traveler or the host which are in the hostel, hotel or any other place of this kind, until he has been paid for all what is due to him for accommodation and other services provided to the traveler or guest to meet his needs, including disbursements.
He may sell at public auction the property thus retained and pay himself out of the proceeds of this sale the amount due to him, as well as the costs and expenses of this sale. But he can only exercise this right if:
The excess (if any) remaining after such payment shall be paid to the owner of such property or deposited at the deposit office in accordance with the provisions of Sections 331 and 333.
Section 680 . Suretyship is a contract by which a third party, called the surety, undertakes towards a creditor to satisfy an obligation in the event that the debtor does not perform it.
The contract of suretyship is not enforceable by action unless there is written evidence signed by the surety.
Section 681 . A future or conditional obligation can be guaranteed in the event that it would produce its effects.
An obligation resulting from a contract which, by error or incapacity, does not bind the debtor, can be validly guaranteed if the surety, at the time when he undertakes, knows of this error or this incapacity
Section 682 . If several persons stand surety for the same obligation, they are held as joint and several debtors, even if they do not jointly assume the suretyship.
Section 683 . The suretyship covers without limitation the interest and indemnities owed by the debtor on account of the obligation and all charges incidental thereto.
Section 684 . The surety is liable for the prosecution costs that the debtor must pay to the creditor, but he is not liable for these costs if the prosecution has been instituted without the surety having first demanded performance from him.
Section 685 . If, during the performance of the contract of suretyship, the surety does not perform the debtor's entire obligation, plus interest, indemnities and accessories, the debtor remains liable for the balance to the creditor.
Article 686. As soon as the debtor is in default, the creditor is entitled to demand the execution of the obligation of the surety.
Article 687 The surety is not bound to perform the obligation before the time fixed for performance, although the debtor may no longer avail himself of a time limit for opening or closing.
Section 688 . When the creditor requires performance of the surety's obligation, the latter may require that the debtor be called upon beforehand to perform, unless the debtor has been declared bankrupt, or found in Thailand without its whereabouts being known.
Article 689 Even after the appeal to the debtor provided for in the preceding article, if the surety proves that the debtor has the means to execute and that execution will not be difficult, the creditor must first proceed forced execution on the property of the debtor.
Section 690 . If the creditor holds real security belonging to the debtor, he must, at the request of the surety, enforce the obligation first on the real security.
Article 691. If the surety is pledged jointly with the debtor, he does not have the rights mentioned in articles 688, 689 and 690.
Article 692. The interruption of prescription against the debtor is also an interruption against the surety.
Article 693. The surety who has performed the obligation has a right of recourse against the debtor for the principal and the interest, and for the losses or damages that he may suffer as a result of the suretyship.
It is subrogated to the rights of the creditor against the debtor.
Article 694. Besides the defenses that the surety has against the creditor, he can also oppose the defenses that the debtor has against the creditor.
Article 695. A surety who neglects to set up the debtor's defenses against the creditor loses his right of recourse against the debtor to the extent of these exceptions, unless he proves that he was unaware of them and that his ignorance did not exist. is not his fault.
Section 696 . The surety has no recourse against the debtor if he performs the obligation without informing the debtor who, in ignorance of the fact, performs it.
In this case, the surety can only have an action for undue enrichment against the creditor.
Article 697. If, by the act of the creditor, the surety cannot be subrogated in whole or in part to the rights, mortgages, pledges and privileges of the creditor which were given before or during the suretyship for the performance of the obligation , the surety is discharged to the extent of the damage he has suffered as a result.
Article 698 The surety is released as soon as the obligation of the debtor is extinguished by any cause whatsoever.
Article 699 Suretyship for a series of operations without limit or delay in favor of the creditor may be terminated by the surety for the future by giving notice to the creditor to that effect.
In this case, the surety is not bound by the transactions made by the debtor after the notice has reached the creditor.
Section 700 . If the suretyship has been given for an obligation which must be performed at a specific time and the creditor grants the debtor an additional period of time, the suretyship is released.
The surety is not released if he has accepted the extension of the deadline.
Article 701 The surety may propose the execution of the obligation to the creditor from the moment when the execution is due.
If the creditor refuses execution, the surety is released.
Article 702. Mortgage is a contract by which a person, called the mortgage debtor, assigns property to another person, called the mortgage creditor, as security for the performance of an obligation, without handing over the property to the mortgage creditor. .
The mortgagee has the right to be paid on the mortgaged property in preference to ordinary creditors, whether or not ownership of the property has transferred to a third party.
Article 703. Buildings of any kind may be mortgaged.
The following movable property may also be mortgaged, provided that it is registered in accordance with the law:
Article 704. The mortgage contract must specify the mortgaged property.
Article 705. No property can be mortgaged except by the current owner.
Article 706. A person whose right of ownership over a property is subject to a condition may mortgage this property only under this condition.
Article 707. The provisions of article 681 relating to security apply mutatis mutandis.
Article 708. The mortgage contract must contain, in Thai currency, either the certain sum or the maximum amount for which the mortgaged property is given as security.
Article 709. A person may mortgage his property to secure the performance of an obligation by another person.
Article 710 The performance of the same obligation may be guaranteed by the mortgage of several buildings belonging either to one or to several owners.
The parties may agree:
Article 711. Before the obligation becomes payable, any agreement providing that the mortgagee will become, in the event of non-performance, the owner of the mortgaged property or will dispose of it otherwise than in accordance with the provisions relating to the execution of the mortgage , is zero.
Article 712 Notwithstanding any clause to the contrary in the contract, an immovable mortgaged for the benefit of one person may be mortgaged for the benefit of another person during the term of the preceding contract.
Action 713. Unless otherwise agreed in the mortgage agreement, the mortgagor may repay the mortgage in installments.
Article 714. The mortgage contract must be made in writing and registered by the competent official.
Article 715. The mortgaged building serves as security for the performance of the obligation and for the following accessories:
Article 716. The mortgage, even in partial execution, extends to all the mortgaged immovables and to the totality of each of them.
Article 717. If a mortgaged building is divided into plots, the mortgage nevertheless continues to extend to each and every one of these plots.
Article 718. The mortgage extends to all things attached to the mortgaged property, subject however to the restrictions contained in the following articles.
Article 719 A mortgage on land does not extend to constructions erected by the debtor on this land after the date of the mortgage, unless there is a special clause in the contract to this effect. effect.
However, in all cases, the mortgage creditor can have these constructions sold with the fund, but he can only exercise his right of preference on the price obtained for the fund.
Article 720. The mortgage on buildings erected or constructed on or under the property of others does not extend to this property, and vice versa.
Section 721 . The mortgage extends to the fruits of the mortgaged property only after the mortgage creditor has notified the mortgage debtor or the assignee of his intention to execute the mortgage.
Article 722. When an immovable has been mortgaged and an easement or other real right is registered after the registration of the mortgage without the consent of the mortgagee, the mortgage has priority over the easement or other real right. real and it is removed from the register if its existence affects the right of the mortgagee to the execution of the mortgage.
Article 723. If the mortgaged immovable is damaged, or if one of the mortgaged immovables is lost or damaged, such that the security becomes insufficient, the mortgagee may realize the mortgage immediately, unless the mortgagor has not committed any fault and that he offers either to mortgage another property of sufficient value or to repair the damage within a reasonable time.
Article 724. The mortgagor, who has mortgaged his property to secure the performance of an obligation by another person and who performs the obligation on behalf of the debtor in order to prevent the performance of the mortgage, has the right to recover from the debtor the amount of the performance.
If the mortgage is executed, the mortgagor is entitled to recover from the debtor the amount which the mortgagee has been satisfied by such execution.
Article 725. When two or more persons have separately mortgaged their property to secure the performance of the same obligation by another person and no order has been specified, the mortgagor who performed the obligation, or on the property from which the mortgage was executed, has no right of recourse against the other mortgagors.
Article 726. When several persons have mortgaged their buildings separately to guarantee the performance of the same obligation by another person and an order has been specified, the release granted by the mortgagee to one of the debtors releases the debtors subsequent parties to the extent of the damage they suffered as a result.
Article 727. If a person has mortgaged his property to guarantee the performance of an obligation by another person, the provisions of articles 697, 700 and 701 relating to security apply mutatis mutandis .
Article 728. For the execution of the mortgage, the mortgagee must notify the debtor in writing that he must perform his obligation within a reasonable time fixed in the notification. If the debtor does not comply with this formal notice, the hypothecary creditor may apply to the court to order the seizure and the public auction of the mortgaged property.
Article 729. In addition to the recourse provided for in the preceding article, the hypothecary creditor has the right to claim the foreclosure of the mortgage, subject to the following conditions:
Article 730. When the same property is mortgaged in favor of several mortgage creditors, the latter rank according to their respective dates and times of registration, and the prior mortgage creditor must be paid before the later creditor.
Article 731 The subsequent mortgage cannot assert its right to the lesion of the prior mortgage.
Article 732 The net proceeds of the adjudication are distributed to the hypothecary creditors according to their rank, and the surplus, if any, is returned to the hypothecary debtor.
Article 733. If the estimated value of the property, in case of seizure, is or if the net proceeds, in case of adjudication, is less than the amount due, the debtor of the obligation is not responsible for the difference.
Article 734 When several properties have been mortgaged to secure the same obligation and no order has been specified, the mortgage creditor may assert his right to all or part of the properties; provided that he does not do so on more buildings than is necessary for the satisfaction of his right.
If the hypothecary creditor exercises his right on all the immovables at the same time, the burden of the obligation is divided according to the respective value of the immovables, unless the amounts of the mortgages have been specified for each immovable, in which case the division made according to the respective amounts of the mortgages on these buildings.
However, if the hypothecary creditor asserts his right on one of the immovables, he may receive from this immovable the performance of all of his obligation. In this case, the next ranking mortgagee is considered as subrogated to the previous mortgagee and can execute the mortgage in his place up to the amount that the previous mortgagee would have received from the other buildings in accordance with the provisions of paragraph previous.
Article 735 When the mortgage creditor intends to realize the mortgage against the transferee of a mortgaged property, the latter must be notified in writing one month before the realization of the mortgage.
Article 736 The transferee of a mortgaged building may lift the mortgage, provided that he is neither the principal debtor, nor a surety, nor an heir of one of them.
Article 737. The assignee may lift the mortgage at any time, but if he has been notified by the mortgagee of the latter's intention to execute the mortgage, he must do so within the following month.
Article 738. The transferee who wishes to lift the mortgage must notify the principal debtor and make an offer to each registered creditor, whether by way of mortgage or otherwise, to pay a reasonable sum corresponding to the value of the immovable. .
The offer must contain the following information:
A certified true copy of the entries made in the official register of the mortgaged property must be attached.
Article 739. If a creditor refuses the offer, he must apply to the court within one month from the date of the offer to obtain a judgment ordering the public auction of the mortgaged property, provided that :
Article 740. If the net proceeds of the auction exceed the sum offered by the assignee, the costs of the auction shall be borne by him; otherwise, the creditor requesting the sale bears the auction costs.
Article 741. When all the creditors have accepted the offer, either expressly or implicitly, the mortgage and the privilege are lifted by payment or deposit by the assignee, instead of execution, of the sum offered.
Article 742 When, by the execution or lifting of the mortgage, the person who previously acquired the mortgaged property is deprived of this property, this deprivation has no retroactive effect, and the preferential rights registered by his own creditors on the mortgagor or other former owner.
In this case, if rights on the mortgaged property existing in favor of or against the person who thus previously acquired the mortgaged property were extinguished by merger at the time of its acquisition, they are reborn in his favor or against him. after she was deprived of the mortgaged property.
Article 743 The assignee is liable for damages if the property has lost its value through his act or his negligence, and this results in prejudice for the creditors having mortgages or preferential rights on this property. However, the assignee may only claim any amount spent by him, nor the reimbursement of his improvement expenses, to the extent that he has increased the value of the building, and up to the amount of the capital gain recorded at time of the auction.
Article 744. The mortgage is extinguished:
Article 745. The mortgage creditor may execute the mortgage even after the secured obligation has been prescribed, but the interest arrears of the mortgage cannot be executed for more than five years.
Article 746. Any execution, total or partial, or any extinction, or any agreement modifying the mortgage or the guaranteed obligation, must be registered by the competent official at the request of the interested party, failing which it is unenforceable against third parties.
Article 747 A pledge is a contract by which a person, called the settlor, delivers to another person, called the pledger, movable property as security for the performance of an obligation.
Article 748. The pledge guarantees the performance of the obligation and the following accessories:
Article 749. The parties to a pledge may agree that the pledged property will be kept by a third person.
Article 750. If the pledged property is a right represented by a written deed, the pledge is void if this deed is not delivered to the pledgee and if the pledgee has not notified the debtor of the right in writing.
Article 751 If a promissory note is given as a pledge, this pledge is opposable to third parties only if its creation is mentioned on the title.
No notice to the debtor is required under this title.
Article 752. If a title issued to a named person and not transferable by way of endorsement is pledged, the pledge must be stated on this title, and cannot be opposed to the debtor of this title or to third parties, unless unless it is notified to this debtor.
Article 753. If a registered share or bond certificate is pledged, this pledge cannot be set up against the company or another third party, unless the constitution of the pledge is entered in the company's book. in accordance with the provisions of Title XXII relating to the transfer of shares or bonds.
Article 754. If the pledged right becomes payable before the obligation of which it is the guarantee, the debtor of this right must deliver to the pledge the property which is the object of it and the latter becomes pledged in place of the given right. engaged.
If the pledged claim is an obligation to pay a sum of money and becomes due before the secured obligation, payment must be made jointly to the pledgee and the secured debtor; if they cannot agree, each of them has the right to demand that this sum be deposited in the deposit fund for their common benefit.
Article 755. If a right is pledged, it cannot be extinguished or modified to the detriment of the pledge without the consent of the pledgee.
Article 756 Before the obligation becomes payable, any agreement providing that the pledgee shall become, in the event of non-performance, the owner of the pledged property or dispose of it otherwise than in accordance with the provisions relating to the realization of the pledge, is null.
Article 757 The provisions of this Title XIII only apply to pledge contracts entered into with approved pawnbrokers only insofar as they are not contrary to the laws or regulations concerning pawnbrokers.
Article 758 The pledgee has the right to keep all the pledged goods until he has received full performance of the obligation and accessories.
Article 759 The pledgee is bound to preserve the pledged property and to take as much care of it as a person of ordinary prudence would take of it for his own account.
Article 760. If, without the grantor's consent, the pledgee uses the pledged property or leaves the custody of it to a third party, he is liable for the loss or deterioration of the pledged property, even if caused by force majeure, unless prove that the loss or damage would have occurred anyway.
Article 761 Unless otherwise stipulated in the contract, if the pledged property proceeds from legal fruits, the pledgee must allocate them to the payment of the interest which may be due to him, and, if there is no interest, to the payment of the principal of the guaranteed bond.
Article 762 The grantor is bound to reimburse the pledgee for the expenses necessary for the preservation or upkeep of the pledged property, unless otherwise provided in the contract.
Article 763. The following actions may not be brought more than six months after the restitution or auction of the pledged property:
Article 764. When realizing the pledge, the pledgee must first summon the debtor in writing to perform the obligation and the accessories within a reasonable time fixed in the summons.
The pledgee must notify the pledgee in writing of the time and place of the auction.
Article 765. If notification is impossible, the pledgee may sell the pledged property at public auction one month after the obligation becomes due.
Section 766 . The pledgee of an instrument must, without the need for prior notification, collect it on the day of its maturity.
Article 767. When realizing the pledge, the pledgee must allocate the net proceeds to the extinction of the obligation and accessories and return the surplus to the pledgee or any person entitled thereto.
If the proceeds are less than the amount due, the debtor of the obligation remains liable for the difference.
Article 768. If several buildings are pledged to secure an obligation, the pledgee may sell those he chooses, but he may not sell more than is necessary for the discharge of his right.
Article 769. The pledge is extinguished:
Article 770. A warehouseman is one who, in the usual exercise of his activity, is responsible for the storage and safekeeping of goods for remuneration.
Section 771 . The provisions of this code relating to deposit apply to storage insofar as they are not contrary to the provisions of this title.
Section 772 . The provisions of Articles 616, 619, 623, 625, 630, 631 and 632 relating to transport apply mutatis mutandis to storage.
Section 773 . The warehouse keeper is obliged to allow the warehouse receipt holder or the holder of the mandate to inspect the goods and to take samples at any reasonable time during business hours.
Section 774 . The warehouse keeper cannot require the collection of the goods by the depositor before the expiry of the agreed period. If no time limit has been fixed for the return of the goods, the warehouse keeper may only return them subject to one month's notice to the depositor, without the latter being able to be forced to remove the goods before the expiry of the two months from delivery.
Section 775 . If required by the warehouse, the warehouse keeper must provide him with a document taken from a special counterfoil register and comprising a warehouse receipt and a warrant.
Section 776 . The warehouse receipt allows the depositor to transfer ownership of the goods to another person by endorsement.
Section 777 . The warrant allows the depositor to pledge the goods mentioned therein by endorsement and without delivering them to the recipient.
However, when the depositor wants to pledge the goods, he must separate the warrant from the warehouse receipt and deliver the former to the recipient.
Section 778 . The warehouse receipt and the warrant must bear the same serial number as that mentioned in the counterfoil and be signed by the warehouseman.
They must contain the following information:
The storekeeper must carry the same indications on the stump.
Section 779 . The warehouse receipt and the warrant cannot be drawn up or endorsed in bearer form.
Section 780 . When the depositor endorses the warrant in favor of a pledgee, the parties must mention this endorsement on the warehouse receipt.
If this mention is not made, the pledge is not opposable to another purchaser of the goods.
Section 781 . When the warrant is endorsed and delivered to the pledge creditor, the depositor and the pledge creditor certify on the warrant that they have made on the warehouse receipt the statement provided for in the preceding article.
Section 782 . Where the depositor pledges the goods and delivers the warrant to an endorsee, the latter must notify the warehousekeeper in writing of the amount of the obligation for which the goods are pledged, the interest to be paid and the day the bond matures; and on this notification, the storekeeper must enter these particulars in the counterfoil.
If this mention is not made on the counterfoil, the pledge is not opposable to the creditors of the depositor.
Section 783 . The holder of the document comprising the warehouse receipt and the warrant may require the warehouseman to divide the stored goods and to deliver a separate document to him for each part. In this case, the holder must return the original document to the storekeeper.
The costs of dividing and issuing new documents are the responsibility of the holder.
Section 784 . Ownership of warehoused goods can only be transferred by endorsement of the warehouse receipt.
Section 785 . Stored goods can only be pledged by endorsement of the warrant. After endorsement of the warrant, the goods may be pledged to a second pledgee by endorsing the warehouse receipt in the same manner as a warrant.
Section 786 . As long as the stored goods are not pledged, the warehouse receipt and the warrant cannot be transferred separately.
Section 787 . The first endorsement of a warrant must mention the amount of the obligation for which the goods are pledged, the interest to be paid and the day of the maturity of the obligation.
Section 788 . Delivery of warehoused goods can only be obtained upon surrender of the warehouse receipt.
Section 789 . If a warrant has been severed and endorsed in favor of a pledgee, delivery of the goods can only be obtained by surrender of the warehouse receipt and the warrant.
However, the holder of the warehouse receipt may at any time have the goods returned by depositing with the warehouse keeper the total amount of the obligation entered in the warrant, plus interest until the date on which the obligation becomes due. 'obligation.
The amount thus deposited must be paid by the warehouse keeper to the holder of the warrant when it is delivered.
Section 790 . If the obligation for which the goods have been pledged is not performed on the day of its maturity, the holder of the warrant has the right, after duly drawn up protest, to have the goods sold at public auction by the warehouse keeper, provided that the public auction is not held less than eight days after the day of the protest.
Section 791 . The holder of the warrant must notify the depositor in writing of the time and place of the auction.
Section 792 . The warehouse keeper must deduct from the net proceeds of the public auctions the sums which are due to him for storage and, on the balance, he must, when the warrant is handed over, pay to the holder of the latter the amount which he is of.
Any surplus must be paid to the second pledgee when the warehouse receipt is delivered or, in the absence of a second pledgee or after it has been paid, to the holder of the warehouse receipt.
Section 793 . If the net proceeds from the sale at public auction are not sufficient to satisfy the holder of the warrant, the warehousekeeper must return the warrant to the holder indicating the amount paid and record it in its books.
Section 794 . The holder of the warrant has a right of recourse for the unpaid amount against all or one of the previous endorsers, provided that the public auction took place within one month from the day of the protest.
The recourse action cannot be exercised more than one year after the day of the auction.
Section 795 . The provisions of this code relating to bills of exchange apply to warrants and warehouse receipts endorsed as warrants insofar as they are not contrary to the provisions of this title.
Section 796 . If the documents comprising the warehouse receipt and the warrant, or one of them, have been lost, the holder may, subject to an appropriate guarantee, require the warehouse keeper to issue him a new title.
In this case, the warehouse keeper must mention it in the counterfoil.
Article 797 Representation is a contract by which a person, called representative, has the power to act for another person, called represented, and undertakes to do so.
The representation may be express or tacit.
Article 798. If the law requires that an operation be made in writing, the appointment of an agent for this operation must also be made in writing.
If the transaction must be recorded in writing, the appointment of an agent for this transaction must also be recorded in writing.
Article 799. The mandator who employs an incapable person as mandatary is bound by the act of this mandatary.
Article 800. The mandatary who has a special power may do in the name of his principal all that is necessary for the proper execution of the business entrusted to him.
Article 801. The agent who has a general power can carry out all acts of management on behalf of his principal.
He cannot do acts such as:
Article 802. In case of emergency, the agent is presumed to have the power to do, to protect his principal against loss, all acts which would be performed by a person of ordinary prudence.
Article 803 The intermediary is not entitled to any remuneration, unless it is provided for by the contract, or it does not result implicitly from the relations between the parties or from usage.
Article 804. If several agents have been appointed in the same contract by the same principal for the same objects, it is presumed that they cannot act separately.
Article 805. A representative cannot, without the consent of his represented, enter into a juridical act in the name of his represented with himself in his own name or as representative of a third party, unless the juridical act consists exclusively in the performance of an obligation.
Article 806 The unrevealed represented may declare himself and assume any contract concluded in his name. But the principal who allows his agent to act as a principal cannot infringe the rights of the third party against the agent, acquired before the notification of the mandate.
Section 807 . The intermediary must act according to the express or tacit instructions of the principal. In the absence of such instructions, he must follow the normal course of the business for which he is employed.
The provisions of Article 659 relating to filing apply mutatis mutandis .
Article 808. The intermediary must act personally, unless he has the power to act through a sub-agent.
Article 809. If the principal so requires, the intermediary must, at any reasonable time, provide information on the conditions of the business entrusted to him. He must report after the end of the performance.
Article 810. The intermediary must remit to the principal all sums and other property which he receives within the framework of the agency.
Article 811. If the agent has used for his benefit funds which he should have remitted to the principal or used for him, he must pay interest from the day on which he used them for his benefit.
Article 812. The mandatary is liable for damage resulting from his negligence or non-execution of the mandate, or from an act performed without or with excess of power.
Article 813. The mandatary who appoints a sub-agent designated by the principal is liable only if he knew of his incapacity or unworthiness and if he omitted to inform the principal thereof or to dismiss the sub-agent.
Article 814. The sub-agent is directly responsible to the principal and vice versa.
Article 815 The principal must, if required, advance to the agent the sums necessary for the execution of the business entrusted to him.
Section 816 . If, in carrying out the business entrusted to him, the agent has made advances or expenses which may reasonably be considered necessary, he may claim reimbursement from the principal with interest from the day on which they are incurred. have been done.
If the agent, in carrying out the business entrusted to him, has incurred an obligation which may reasonably be regarded as necessary, he may require the principal to carry it out in his place or, if the due date n hasn't arrived yet, let him provide an appropriate guarantee.
If the agent has suffered damage as a result of the execution of the business entrusted to him, without any fault on his part, he may seek compensation from the person represented.
Section 817 . If remuneration has to be paid, it is only due, unless otherwise agreed, after the termination of the performance.
Article 818. The agent is not entitled to remuneration for the part of the agency which he has badly executed.
Article 819. The agent has the right to retain the property of the principal which he owns by reason of the representation, until he has been paid all that is due to him.
Article 820 The principal is liable vis-à-vis third parties for the acts that the intermediary or the sub-agent has performed in the exercise of his powers by virtue of his mandate.
Article 821. Whoever presents another person as his representative or who knowingly allows another person to present himself as his representative, is liable towards third parties in good faith in the same way as this person was his representative.
Article 822. If a representative does an act which exceeds his powers, but the third party has reasonable grounds, resulting from the act of the principal, to believe that this act was within the limits of his powers, the provisions of article above apply by analogy.
Article 823. If the intermediary performs an act without power or outside his power, this act does not bind the person represented, unless he ratifies it.
If the principal does not ratify, the intermediary is personally liable to third parties, unless he proves that these third parties knew that he acted without power or beyond power.
Article 824. An intermediary who concludes a contract on behalf of a principal who is and has his domicile in a foreign country is personally liable for the contract, even though the name of the principal has been revealed, unless the clauses of the contract are incompatible with its liability.
Article 825. The principal is not bound by a contract concluded by his agent with a third person, if the contract was concluded by the agent in consideration of a good or other advantage given or promised to him. by this third party, unless the principal has given his consent.
Article 826 Representation is extinguished by the revocation of the person represented or by the renunciation of the intermediary.
It is also extinguished by the death, incapacity or bankruptcy of one of the parties, unless the contrary results from the terms of the contract or the nature of the case.
Article 827 The principal may revoke the mandate and the agent may renounce it at any time.
Except in cases of compelling necessity, whoever revokes or renounces representation at an inopportune moment for the other party is liable to it for the damage resulting therefrom.
Article 828. When the representation is terminated by the death of the principal or by the latter's incapacity or bankruptcy, the representative must take all reasonable measures to protect the interests entrusted to him until the heirs or representatives of the principal may do so.
Article 829. When the representation is extinguished by the death of the intermediary or by his incapacity or his bankruptcy, the heir or the person legally in charge of the succession of the intermediary must notify the principal and take reasonable measures, in the circumstances, to protect the principal's interests until such time as the principal can protect them.
Article 830. The causes of termination of the representation, whether they come from the person represented or from the intermediary, are not opposable to the other party unless they have been notified to him or he has knowledge of them.
Article 831 The termination of the representation cannot be opposed to a third party in good faith, unless the latter was unaware of the fact by his own negligence.
Article 832. Upon termination of the representation, the person represented has the right to demand the return of the written powers which he has given to the representative.
Section 833 . A commission agent is someone who, in the exercise of his activity, undertakes to buy, sell a property or carry out any other commercial operation in his own name on behalf of the principal.
Article 834. Unless otherwise agreed, the agent is entitled to a usual remuneration for each operation that he concludes.
Article 835. The provisions of this Code relating to the agency apply to the commissioning agency insofar as they are not contrary to the provisions of this chapter.
Article 836. A person under incapacity may only act as a messenger if he is duly authorized for this purpose.
Article 837. The agent, by a sale, a purchase or any other operation carried out on behalf of the principal, acquires rights against the other party to this operation and becomes bound to it.
Article 838. If the other party to the operation does not perform his obligation, the agent is not himself responsible for the performance towards the principal, unless it is provided for in the contract, or that it does not result implicitly from the relationship between the principal and the agent, or from local customs.
The broker who undertakes to guarantee the performance of a contract under the conditions mentioned in the preceding paragraph is a del credere broker and is entitled to special remuneration.
Article 839. When a commission agent has made a sale at a lower price or a purchase at a higher price than that designated by the principal, if the commission agent bears the difference, this sale or this purchase takes effect on the against the principal.
Article 840. When a broker has made a sale for a higher price or a purchase for a price lower than that designated by the principal, he cannot claim the benefit of this operation and must account for it to the principal.
Article 841. The agent must account for his activities to the principal and, during the execution of the commission, inform the principal thereof without delay.
Article 842. When property has been entrusted to a broker, the provisions of this code relating to deposit apply mutatis mutandis.
In the event of imperative necessity, the agent may dispose of the property in the manner provided for in article 631 concerning transport.
Article 843. A broker who has received the order to sell or buy a property listed on the stock exchange may himself be a buyer or a seller, unless the contract expressly prohibits him from doing so. In this case, the price to be paid is determined by the listing of the building on the stock exchange at the time when the broker notifies his status as buyer or seller.
Upon receipt of this notice, the principal is deemed to have accepted the transaction, unless he refuses it immediately.
In this case, the agent may even receive remuneration.
Article 844. Between the principal and the agent, the transaction concluded by the latter has the same effect as if it had been concluded directly in the name of the principal.
Article 845. A person who agrees to pay remuneration to a broker for having indicated the possibility of concluding a contract or for having procured a contract is liable to payment of the remuneration only if the contract is concluded as a result of the broker's indication or power of attorney. If the contract is concluded under a condition precedent, the broker's remuneration cannot be claimed before the condition is fulfilled.
The broker is only entitled to reimbursement of the costs incurred if this has been agreed. This provision applies even if the contract is not concluded.
Article 846. The remuneration of a broker is deemed to have been implicitly agreed upon if the activity entrusted to the broker cannot, taking into account the circumstances, be expected except against remuneration.
If the amount of remuneration is not fixed, the usual remuneration is deemed to have been agreed.
Article 847. The broker is not entitled to remuneration or reimbursement of his expenses if, contrary to his commitment, he has also acted on behalf of the third party or if he has been promised by the latter a remuneration which is not compatible with the good faith of the broker.
Article 848. The broker is not personally responsible for the performance of contracts concluded through him, unless he has not communicated the name of one party to the other.
Article 849. The broker is presumed to have no power to receive on behalf of the parties the payments or other services due under the contract.
Article 850. The compromise is a contract by which the parties settle a dispute which has arisen or is to arise by reciprocal concessions.
Section 851. The compromise is enforceable by way of action only if there is a writing signed by the debtor or his mandatary.
Article 852. The effect of a compromise is to extinguish the claims abandoned by each of the parties and to guarantee to each of them the rights which are declared to belong to them.
Article 853. Gambling and betting create no obligation. What was given because of gambling or betting cannot be claimed on the pretext that there was no obligation.
These provisions also apply to the agreement by which the losing party, to satisfy a gambling debt or a bet, contracts an obligation towards the other party.
Section 854. A lottery or sweepstakes contract is binding if the lottery or sweepstakes is specially authorized or ratified by the government. In all other cases, the provisions of the article are applicable.
Article 855. Subject to the provisions of Articles 312 and 916, any ticket or other given in whole or in part for money won in gambling or betting, or to reimburse money lent for such gambling or betting, is void. bet.
For the purposes of this provision, any sum lent to a person on the occasion of a game or a bet, at the time or place of this game, is presumed to have been lent for this game or this bet.
Article 856. A current account contract is a contract by which two persons agree that, henceforth or for a specified period, the amount of all or only part of the obligations resulting from the transactions carried out between them will be compensated and that only the balance will be paid.
Article 857. The registration of an invoice on a current account is presumed to be made on condition that the invoice is paid. If the invoice is not paid, the registration may be cancelled.
Article 858. If the parties have not fixed the time limit for reaching equilibrium, this time limit is six months.
Section 859. Unless otherwise specified, each of the parties may terminate the current account contract at any time and have the balance canceled.
Section 860. The difference, if not paid, bears interest from the day the balance was established.
Article 861. A contract of insurance is a contract by which a person undertakes to pay compensation or a sum of money in the event of possible loss or any other future event specified in the contract, and another person undertakes undertakes to pay a sum of money for this, called a premium.
Article 862. In this title:
"Insurer" means the party that undertakes to indemnify or pay a sum of money.
"Insured" corresponds to the person who agrees to pay the premium.
"Beneficiary" corresponds to the person who is to receive compensation or a sum of money.
The insured and the beneficiary can be one and the same person.
Article 863. An insurance contract binds the parties only if the insured has an interest in the insured event.
Section 864 . When the parties to an insurance contract, in fixing the amount of the premium, have taken into account a particular risk and this risk ceases to exist, the insured is entitled to a proportional reduction in the premium for the future. .
Article 865. If, at the time of the conclusion of the contract, the insured or, in the case of life insurance, the person on whom life or death depends, knowingly omits to declare facts which would have prompted the insurer to increase the premium or refuse to enter into the contract, or knowingly misrepresents these facts, the contract is voidable.
If this right of cancellation is not exercised within one month from the time the insurer became aware of the cause of cancellation, or within five years from the date of the contract , this right is extinguished.
Section 866 . If the insurer knew the facts mentioned in article 865, or knew that the declarations were false, or would have known of these facts - or of their falsehood - if he had exercised the diligence that one is in right to expect from a normally prudent person, the contract is valid.
Article 867. An insurance policy conforming to the contract is issued to the insured.
The policy must be signed by the insurer and contain:
Section 868 . Marine insurance contracts are governed by the provisions of maritime law.
Article 869. The term "loss", within the meaning of the present chapter, includes any damage which can be estimated in money.
Article 870. If two or more insurance contracts are concluded simultaneously for the same claim and the total amount of the sum insured exceeds the actual amount of the claim, the beneficiary is only entitled to compensation up to of this amount. Each insurer must pay a part of the actual loss in proportion to the sum insured by him.
Insurance contracts are deemed to have been concluded simultaneously if their dates are identical.
If two or more insurance contracts are concluded successively, the first insurer is the first liable for the claim. If the amount he has paid is not enough to cover the loss, the next insurer is responsible for the difference and so on, until the loss is covered.
Article 871. If several insurance contracts are concluded simultaneously or successively, the renunciation of the right against one of the insurers does not affect the rights and obligations of the others.
Article 872. Before the start of the risk, the insured may terminate the contract, but the insurer is entitled to half the premium.
Article 873. If, during the period of insurance, the insurable interest is significantly reduced, the insured is entitled to a reduction of the sum insured and of the premium.
The premium reduction only takes effect for the future.
Article 874. If the parties have assessed the insurable interest, the insurer is only entitled to a reduction in the amount of compensation if he proves that the agreed assessment is clearly too high and he returns an amount proportional premiums with interest.
Article 875. If the object of insurance is transferred to the insured person by will or by operation of law, the rights arising from the insurance contract are transferred with him.
Unless otherwise provided in the contract, if the insured transfers the subject matter of the insurance and notifies the transfer to the insurer, the rights arising from the insurance contract are transferred with him. If, by this transfer, the risk is substantially modified or increased, the insurance contract becomes void.
Article 876. If the insurer has been declared bankrupt, the insured may demand that an appropriate guarantee be given to him or terminate the contract.
If the insured is declared bankrupt, the same rules apply correlatively; however, when the total amount of the premium has been paid for a certain period, the insurer cannot terminate the contract before the expiry of this period.
Section 877 . The insurer is required to indemnify:
The indemnity cannot exceed the sum insured.
Article 878. The cost of assessing the loss must be borne by the insurer.
Article 879 The insurer is not liable if the loss or other event provided for in the contract is caused by the bad faith or gross negligence of the insured or the beneficiary.
The insurer is not liable for losses resulting directly from inherent defects in the subject matter of the insurance, unless otherwise provided.
Article 880. If the claim is caused by the act of a third party, the insurer who pays the indemnity is subrogated, up to the amount he has paid, in the rights of the insured and of the beneficiary against this third party.
If the insurer has paid only part of the indemnity, it cannot exercise its right to the detriment of the right of the insured or the beneficiary to claim the balance of the claim from a third party.
Section 881 . When a loss results from the realization of the risk assumed by the insurer, the insured or the beneficiary must, after learning of the loss, notify the insurer without delay.
In the event of non-compliance with the provision of the preceding paragraph, the insurer may seek compensation for the loss suffered as a result, unless the other party proves that it is impossible for him to comply.
Section 882 . The action for payment of the indemnity is prescribed by two years from the date of the loss.
The action for payment or reimbursement of the premium is prescribed by two years from the date on which the right to payment or reimbursement of the premium became payable.
Section 883 . The transport insurance contract covers all damage that may be suffered by the goods transported from their receipt by the carrier until their delivery to the recipient, and the amount of the compensation is fixed according to the value that would have been the goods transported on their arrival at the place of destination.
Section 884 . If the transported goods are insured during their transport, the insurable interest of these goods includes their value at the place and at the time when they were received by the carrier, increased by freight up to the place of delivery to the consignee and other transportation costs.
Profits to be made when the goods were to be delivered are only included in the insurable interest if there is an express agreement to this effect.
Article 885. Unless otherwise stipulated in the contract, a transport insurance contract remains valid if, due to the necessities of transport, the transport is interrupted for a certain period of time, or if changes are made to the itinerary or mode transport.
Article 886. The transport insurance policy must contain, in addition to the information provided for in Article 867:
Article 887 Guarantee insurance is an insurance contract in which the insurer undertakes to indemnify, on behalf of the insured, damage caused to another person and for which the insured is responsible.
The injured party has the right to receive directly from the insurer the indemnity which is actually due to him, without this indemnity being able to exceed the sum due by the insurer under the contract. In the action between the injured person and the insurer, the injured person must summon the insured to appear.
The insurer is not released from its liability towards the injured person by remitting the indemnity to the insured, unless it proves that the indemnity was paid by the insured to the injured person.
Article 888. If the indemnity paid by the insurer under the judgment does not cover the entire loss, the insured remains responsible for the difference, unless the injured party has not summoned the insured to appear in court. action, as provided for in the previous article.
Article 889. In a life insurance contract, the payment of the sum of money depends on the life or death of a person.
Article 890. The sum to be paid may be a lump sum or an annuity, according to what has been agreed between the parties.
Section 891 . Even if the insured is not the beneficiary himself, he has the right to transfer the benefit of the contract to any other person, unless he has handed over the policy to the beneficiary and the latter ci has notified the insurer in writing of its intention to take advantage of the contract.
If the policy is payable to order, the provisions of article 309 are applicable.
Section 892. In case of cancellation of the contract under section 865, the insurer must restore to the insured or his heirs the surrender value of the policy.
Article 893. If the age of the person whose life or death conditions the payment of the sum has been incorrectly indicated and a lower premium has been fixed accordingly, the sum to be paid by the insurer is reduced in the same proportion. The sum to be paid by the insurer is reduced in the same proportion.
However, the contract is voidable if it is proved by the insurer that the actual age at the time of the conclusion of the contract was outside the age limit according to its commercial practice.
Article 894. The insured has the right to terminate the insurance contract at any time by ceasing to pay the premium. If the premium has been paid for at least three years, he is entitled to receive the cash value of the policy or a paid-up policy from the insurer.
Article 895. When the sum must be paid on the death of a person, the insurer is bound to pay it at the time of this death, unless:
In case number 2, the insurer is obliged to pay the insured or his heirs the surrender value of the contract.
Section 896 . If the death is caused by the fault of a third party, the insurer cannot claim compensation from it, but the heirs of the deceased do not lose their right to compensation from the third party, even if the amount due under the life insurance contract is theirs.
Article 897. If the insured has taken out insurance payable on his death in favor of his heirs without specifying any particular person, the sum payable forms part of the assets of his succession available to his creditors.
If the insurance was made in favor of a specific person, only the amount of the premiums paid by the insured forms part of the assets of his estate available to his creditors.
Article 898. Letters, within the meaning of this code, are of three kinds, namely: bills of exchange, promissory notes and checks.
Article 899. If elements not provided for by this title are inserted in a bill, they have no effect within the framework of this bill.
Article 900. A person who affixes his signature to an act is liable according to the tenor of this act.
A mere mark, such as a cross or a fingerprint, purporting to be a signature on a deed, even if certified by witnesses, produces no specific effect under the deed.
Article 901. If a person affixes his signature to a bill of payment without indicating that he is acting on behalf of another person, he is personally liable for the bill of payment.
Article 902. If an act bears the signature of persons who cannot in any case, or not at all, become parties to the act, this does not affect the liability of the other persons responsible for the act.
Article 903. No day of grace is granted for the payment of a bill of payment.
Article 904. The term "holder" means the person who is in possession of an instrument as beneficiary or endorsee, or the holder if the instrument is payable to bearer.
Article 905 Subject to the provisions of article 1008, the possessor of a bill is deemed to be its legitimate holder if he manifests his title by an uninterrupted series of endorsements, even if the last endorsement is in blank. When an endorsement in blank is followed by another endorsement, the signatory of the latter is deemed to have acquired the bill by the endorsement in blank. Canceled endorsements are deemed non-existent.
When a person has been dispossessed of a bill of exchange, the bearer who proves his right under the conditions provided for in the preceding paragraph is not required to renounce the bill of exchange, unless he acquired in bad faith or committed gross negligence in acquiring it.
The preceding paragraph also applies to the bearer of a bill of exchange payable to bearer.
Section 906 . The term "prior parties" includes the drawer or maker of the instrument and prior endorsers.
Article 907. When there is no room on an invoice for an additional endorsement, a sheet of paper, called an extension, may be attached to the invoice. It then becomes part of the effect.
The first endorsement on the extension must be written partly on the item itself and partly on the extension.
Article 908. A bill of exchange is a written instrument by which a person, called the drawer, orders another person, called the drawee, to pay a sum of money to a person, called the payee, or to his order.
Article 909. The bill of exchange must contain the following particulars:
Article 910. An instrument in which one of the conditions provided for in the preceding article is not fulfilled is not valid as a bill of exchange, except in the following cases:
Section 911 . The drawer may stipulate that the sum to be paid shall bear interest, in which case, unless otherwise stipulated, interest shall accrue from the date of the instrument.
Section 912 . The bill of exchange can be drawn on the order of the drawer, it can be drawn on the drawer himself or on behalf of a third party.
Article 913. The maturity of the bill of exchange is:
Article 914. Any person who draws or endorses a bill of exchange undertakes that it will be accepted and paid when due, and that, if he is dishonored by default of acceptance or payment, he pays to the bearer or to a subsequent endorser who has been compelled to pay it, provided that the procedures required for failure to accept or pay have been duly completed.
Article 915. The drawer of a bill of exchange and any endorser may insert an express stipulation therein:
Article 916. Persons prosecuted on a bill of exchange cannot set up against the bearer the means of defense based on their personal relations with the drawer or with previous bearers, unless the transfer has taken place under an agreement. fraudulent.
Article 917. Any bill of exchange, even if not expressly drawn to order, may be transferred by means of endorsement and delivery.
Where the drawer has written on the face of a bill of exchange the words "non-negotiable" or any equivalent expression, the bill may only be transferred in the form and with the effects of an ordinary transfer.
The bill may be endorsed in favor of the drawee, whether or not he has accepted, or the drawer, or any other party to the bill. These persons may again endorse the bill of exchange.
Section 918 . A bill of exchange payable to bearer is transferred by simple delivery.
Article 919. The endorsement must be entered on the bill of exchange or on an extension. It must be signed by the principal.
The endorsement is valid even if the beneficiary is not specified, or if the originator has only affixed his signature to the back of the letter or extension, in which case we speak of "endorsement in white".
Article 920 Endorsement transfers all rights arising from a bill of exchange.
If the endorsement is blank, the bearer may:
Section 921 . The endorsement of a bill of exchange payable to bearer serves only to guarantee the drawer.
Article 922 Endorsement must be unconditional. Any condition to which it is subordinated is deemed unwritten.
A partial endorsement is void.
Article 923. If the endorser specifies that he forbids any subsequent endorsement, he incurs no liability with regard to the person to whom the bill of exchange is subsequently endorsed.
Article 924. If a bill of exchange is endorsed after the expiration of the period for protesting non-acceptance or non-payment, the endorsee acquires the rights of the existing acceptance against the drawee and the rights of recourse against those who have endorsed the letter after the expiry of this period.
However, if the bill is already protested for non-acceptance or non-payment before endorsement, the endorsee has only the rights of his endorser against the acceptor, the drawer and those who have endorsed the bill until the time of protest.
Article 925. When the endorsement contains the stipulation "value on collection", "on collection", "by proxy" or any other expression implying a mandate, the bearer may exercise all the rights arising from the bill of exchange , but he can only endorse it as an agent.
In this case, the debtors can only set up against the bearer the means of defense which could be set up against the endorser.
Section 926 . When an endorsement contains the stipulation "value in guarantee", "value in pledge" or any other stipulation implying a pledge, the bearer may exercise all the rights arising from the bill of exchange, but the endorsement by him is only valid as endorsement of representation.
The persons liable for payment may not set up against the bearer the means of defense based on their personal relations with the principal, unless the endorsement has taken place by virtue of a fraudulent agreement.
Article 927 Until maturity, the bill of exchange may be presented for acceptance by the drawee at his place of residence, either by the bearer or by a simple possessor.
In any bill of exchange, the drawer may stipulate that it will be presented for acceptance, with or without fixing a time limit for presentation.
Except in the case of a drawn bill payable at a specific place other than the drawee's domicile or a drawn bill payable at a certain time after sight, the drawer may prohibit presentation for acceptance.
The shooter may also stipulate that presentation for acceptance will not take place before a certain date.
Any endorser may stipulate that the bill shall be presented for acceptance with or without fixing a time for presentation, unless the drawer has forbidden acceptance.
Article 928. The bearer of a bill of exchange payable at the expiration of a period at sight must present it for acceptance within a period of six months from its date, or within a shorter or longer period. fixed by the shooter.
Article 929. Subject to the provisions of article 927, the holder of a bill of exchange has the right to present it immediately to the drawee for acceptance; and if it has not been accepted within twenty-four hours, the bearer has the right to protest it.
Article 930. When a bill of exchange is presented for acceptance, the bearer is not obliged to leave it in the hands of the drawee.
The drawee may demand that the bill of exchange be presented to him a second time the day after the first presentation. Interested parties are not entitled to invoke the non-execution of this request, unless it is specified in the protest.
Article 931 Acceptance is entered on the front of the bill of exchange. It is expressed by the word "accepted", or any other equivalent term, and signed by the drawee. The simple signature of the drawee on the front of the bill of exchange constitutes acceptance.
Article 932. When a bill of exchange expressed as payable at a fixed time after the date of issue is not dated, or when the acceptance of a bill payable at a fixed time after sight is not dated , any holder may enter thereon the true date of issue or acceptance, and the bill is payable accordingly.
However, where the holder, in good faith and in error, records an incorrect date, and in all cases where an incorrect date is recorded, if the instrument subsequently falls into the hands of a legitimate holder, the instrument is not canceled by this fact, but functions and is payable as if the date thus entered had been the true date.
Article 933. If the acceptance is not dated, the last day of the period fixed for the acceptance is considered as the day of acceptance.
Article 934. When the drawee who has affixed his acceptance to a bill of exchange has canceled it before the bill has left his hands, the acceptance is deemed to be refused; nevertheless, the drawee is bound, according to the terms of his acceptance, if he cancels it after having informed in writing the holder or any other signatory of the bill that he accepts it.
Article 935. General acceptance accepts the drawer's order without reservation. A qualified acceptance in express terms alters the effect of the instrument as drawn. In particular, conditional or partial acceptance is qualified.
Article 936. The bearer of a bill of exchange may refuse to take a qualified acceptance, and if he does not obtain an unqualified acceptance, he may consider the bill dishonored for lack of acceptance.
Where a qualified acceptance is accepted and the drawer or an endorser has not expressly or impliedly authorized or subsequently consented to the holder to take a qualified acceptance, such drawer or endorser is released from his responsibility for the bill of exchange. These provisions do not apply to a duly notified partial acceptance.
When the drawer or the endorser of an instrument receives notification of a reasoned acceptance and does not express his disagreement to the bearer within a reasonable time, he is deemed to have given his assent.
Section 937 . By accepting the bill of exchange, the drawee undertakes to pay the amount accepted according to the tenor of his acceptance.
Article 938. The endorsement may be given by a third party or even by any party to the bill of exchange.
Article 939. The guarantee is given either on the invoice itself, or on an extension.
It is expressed by the mention "good for downstream" or by any equivalent expression. It is signed by the giver of the endorsement.
It is deemed to be constituted by the sole signature of the giver of the endorsement affixed to the front of the bill of exchange, unless it is the signature of the drawee or the drawer.
The endorsement must specify for which account it is given. Failing this, it is deemed given for the shooter.
Section 940 . The giver of the guarantee is bound in the same way as the person he is guaranteeing.
His commitment is valid even when the obligation he has guaranteed is ineffective for a reason other than a formal defect.
He has, when he pays the bill of exchange, a right of recourse against the person he has guaranteed and the persons responsible for the latter.
Article 941. A bill of exchange is payable on the day of its maturity. The bearer must present it for payment on that day.
Section 942 . The bearer of a bill of exchange cannot be compelled to receive payment before maturity.
The drawee who pays before the due date does so at his own risk.
Article 943— The maturity of a bill of exchange payable at sight at a certain time is determined either by the date of acceptance or by the date of protest.
In the absence of protest, the undated acceptance is deemed, with regard to the acceptor, to have been given on the last day of the legal or contractual presentation period.
Article 944. A bill of exchange at sight is payable on presentation. It must be presented for payment within the time required for presentation for acceptance of bills payable on a certain date at sight.
Article 945. Payment can be obtained only on delivery of the bill of exchange. The payer may require the holder to sign a receipt on the bill of exchange.
Section 946. The bearer of a bill of exchange may refuse partial payment.
If he accepts partial payment, he must mention this on the bill of exchange and issue a receipt to the payer.
Section 947. If a bill of exchange is not presented for payment on the day of maturity, the acceptor can discharge himself of his liability by depositing the amount due on the bill.
Article 948. If the holder grants an extension of time to the drawee, he loses his right of recourse against the prior parties who do not accept the extension.
Article 949. Subject to the provisions of article 1009, whoever pays when due is released, unless there has been fraud or gross negligence on his part. He is required to verify the regularity of the series of endorsements, but not the signature of the endorsers.
Article 950. The drawer or the endorser may designate a person responsible for accepting or paying, if necessary, at the place of payment.
The bill of exchange may, under the conditions below, be accepted or paid by a person acting for any signatory.
The intervenor may be a third party, even the drawee, or the person already liable for the bill, with the sole exception of the acceptor.
The intervener is required to notify his intervention without delay to the party for whom he intervened.
Section 951. There may be acceptance by intervention in all cases where the bearer has a right of recourse before the due date on a bill liable to acceptance.
The bearer may refuse acceptance by intervention, even when it is offered by a person designated to accept or pay in case of need.
If he allows acceptance, he loses his right of recourse before the due date against the debtors.
Section 952. Acceptance by intervention is specified on the bill of exchange. It is signed by the speaker. It specifies on what account it was given and, in the absence of this precision, the acceptance is deemed to have been given for the drawer.
Article 953. The acceptor by intervention is responsible with regard to the bearer and to the endorsers subsequent to the party on whose behalf he intervened, in the same manner as the latter.
Article 954. Payment for honor may take place in all cases where, either at maturity or before maturity, the holder has a right of recourse.
It must be made no later than the day following the last day provided for the establishment of the protest for lack of payment.
Article 955— If a bill of exchange has been accepted for honor, or if persons have been appointed to pay it in case of need, the bearer must, at the place of payment, present the bill to all these persons and, the if necessary, have a protest drawn up for lack of payment no later than the day after the last day to draw up the protest.
In the absence of protest within this period, the party who announced the case of necessity, or on whose account the bill was accepted, and the subsequent endorsers are discharged.
Article 956. The honorary payment must include the whole of the sum which the party for which it is made should have paid, with the exception of the commission provided for in article 968 paragraph 4.
The holder who refuses to use this payment loses his right of recourse against those who would have been relieved of it.
Article 957. Payment for honor must be authenticated by a receipt given on the bill of exchange and specifying for whom the payment was made. In the absence of this indication, payment is deemed to have been made for the drawer.
The bill of exchange and the protest, if it has been established, must be delivered to the payer on honor.
Section 958. He who pays for the honor is subrogated in the rights of the bearer against the party for which he has paid, and against the parties who are indebted to him. However, he cannot endorse the bill of exchange again. Endorsers subsequent to the one who has paid are discharged.
In the event of a competition for honor payout, the payout that results in the highest number of discharges takes precedence.
If this rule is not observed, the notified payer loses his right of recourse against those who would have been discharged.
Article 959. The bearer may exercise his right of recourse against the endorsers, the drawer and the other persons liable under the bill of exchange:
Article 960. Failure to accept or pay must be evidenced by a formal document, called a protest.
The protest for non-payment must be made either on the day the invoice is payable, or within one of the following three days.
The protest for non-acceptance must be made within the time limit set for presentation for acceptance or within the following three days.
The protest of non-acceptance dispenses with presentment for payment and the protest of non-payment.
In the cases provided for in Article 959 b) (2), the bearer may exercise his right of recourse only after presentation of the bill to the drawee for payment and after establishment of the protest.
In the cases provided for in article 959 b) paragraph 3, the production of the judgment pronouncing the bankruptcy of the drawer is sufficient to allow the bearer to exercise his right of recourse.
Section 961. The protest is filed by a district officer (Nai Amphoe) or his deputy, or by a licensed attorney.
The Minister of Justice is empowered to issue regulations for the application of the provisions of this code concerning the issuance of the license and the establishment of the protest, as well as for the fixing of the costs and fees relating thereto.
Article 962. The protest must contain, in addition to the name, title and signature of its author, an exact copy of the instrument with all the particulars and particulars:
The protest is delivered to the person at whose request it is drawn up. The author of the protest immediately informs the person against whom it is made, if his address is known, either by registered letter or by having it delivered to this address; if his domicile is not known, by posting a copy of the protest in a conspicuous place in the office of the District Officer (Nai Amphoe) of his last residence.
Article 963. The bearer must notify the non-acceptance or the non-payment to his first endorser and to the drawer within four days following the day of the protest, or the day of presentation in the event of a stipulation that the protest is not not necessary.
Every endorser must, within two days, give notice to his immediate endorser of the notice he has received, mentioning the names and addresses of those who gave the previous notices and so on in the series until the shooter is hit. The period mentioned above runs from receipt of the previous notice.
When a principal has not indicated his address or has indicated it in an illegible manner, it is sufficient that notice be given to the previous principal.
Anyone who must give notice may do so in any form whatsoever, even by the simple return of the bill of exchange. He must prove that he gave it within the prescribed period.
He is deemed to have done so within the prescribed period, if a registered letter giving the notice has been posted within the aforementioned period.
The person who does not give the notice within the aforementioned period does not lose his right of recourse. It is liable for the damage caused by its negligence, but the indemnity cannot exceed the amount of the bill of exchange.
Article 964. The drawer or the endorser may, by the stipulation "protest not necessary", "without protest", or any other equivalent expression, allow the bearer to dispense with a protest for default of acceptance or payment, in order to exercise its right of appeal.
This stipulation does not exempt the bearer from presenting the bill within the prescribed period, nor from giving notice of the refusal to a previous endorser or to the drawer. The burden of proof of the non-observance of the deadlines lies with the person who wants to oppose them to the bearer.
When this stipulation is inserted by the drawer, it produces its effects with regard to all the signatories of the instrument. If, despite this stipulation, the bearer causes the protest to be drawn up, he must bear the costs thereof. When the stipulation is inserted by an endorser, the cost of protest, if made, may be recovered from all other parties who signed the instrument.
Section 965. In the case of internal bills, if the drawee enters on the bill of exchange the fact and the date of the refusal of acceptance or payment and signs this entry, no protest is necessary and the bearer must, within four days following the date of the refusal, send a notice of refusal to the person or persons against whom he intends to exercise an appeal.
Article 966. The notice of refusal in the event of non-acceptance or non-payment must contain the date of the bill of exchange, the names or business names of the drawer and of the drawee, the amount of the bill, the day of maturity, the name or business name and address of the bearer, the date of protest or refusal of acceptance or payment, and the fact that the bill has not been accepted or paid.
Article 967. All persons who have drawn, accepted, endorsed or guaranteed by downstream a bill of exchange are jointly and severally liable towards the bearer.
The bearer has the right to act against all these persons, individually or collectively, without being bound to observe the order in which they are engaged.
The same right belongs, with regard to the previous parties, to any person who signed the letter and took charge of it.
Action against one of the responsible parties does not preclude action against the others, even if they are later than the first responsible person.
Article 968. The bearer may recover from the person against whom he is exercising his right of recourse:
If the right of recourse is exercised before the due date, the amount of the bill of exchange is subject to a discount of 5 per cent.
Section 969 . The party accepting and paying a bill of exchange may recover from the parties owing to it:
Article 970 Any taxpayer against whom a right of recourse is exercised or may be exercised may demand, against payment, that the bill be delivered to him with the protest and the account paid.
Any endorser who has accepted and paid a bill of exchange may cancel his endorsement and those of subsequent endorsers.
Article 971. The drawer, acceptor or previous endorser to whom a bill of exchange has been re-endorsed or retransferred has no right of recourse against the party to whom he was previously liable under the bill.
Article 972. In the event of the exercise of the right of recourse after partial acceptance, the party who pays the sum for which the invoice has not been accepted may demand that this payment be specified on the invoice and that a receipt be given to him. given. The bearer must also give him a certified true copy of the bill of exchange, accompanied by the protest, in order to allow the exercise of subsequent recourse.
Article 973. After the expiry of the fixed deadlines:
the bearer loses his rights or recourses against the endorsers, against the drawer and against other debtors, with the exception of the acceptor.
Failing presentation for acceptance within the period specified by the drawer, the bearer loses his right of recourse for non-payment, as well as for non-acceptance, unless it results from the terms of the stipulation that the drawer only wanted to free itself from the guarantee of acceptance.
If the stipulation of a time limit for presentation is contained in an endorsement, only the endorser may invoke it.
Article 974. When the presentation of a bill of exchange or the drafting of the protest within the prescribed time limits is prevented by an unavoidable necessity, these time limits are extended.
The bearer is required to give notice of the case of force majeure without delay to his immediate endorser, and to specify this notice, which he must date and sign, on the bill of exchange or on an extension; for the rest, the provisions of article 963 apply.
After the cessation of the impediment, the bearer must without delay present the bill for acceptance or payment and, if necessary, have the protest drawn up.
If the imperative necessity persists more than thirty days after the maturity of the bill of exchange, recourse may be exercised, without it being necessary to present the bill of exchange or to draw up the protest.
As regards bills payable at sight or at a certain period after sight, the thirty-day period begins to run from the date on which the bearer has, even before the expiry of the presentation period, given notice of force majeure to its immediate endorser.
Section 975 . Except in the case of bills of exchange payable to bearer, a bill of exchange may be drawn in two or more identical copies.
These duplicates must be numbered in the body of the instrument, failing which each duplicate is considered as a separate bill of exchange.
Any bearer of a letter which does not state that it was drawn as a so/a letter may, at his expense, demand the delivery of two or more duplicates. For this purpose, he must apply to his first endorser, who is required to help him pursue his own endorser, and so on in the series up to the drawer. The endorsers are required to reproduce their endorsements on the new duplicates of the bundle.
Article 976 When the holder of a bundle endorses two or more duplicates to different persons, he is responsible for each of these duplicates and any endorser subsequent to him is responsible for the duplicate which he has himself endorsed, as if said duplicates were separate items.
Article 977 When several copies of a bundle are negotiated with different legitimate holders, the holder whose title arises first is deemed, between these holders, to be the true owner of the bundle; however, the provisions of this article do not affect the rights of the person who legally accepts or pays for the copy first presented to him.
Article 978. Acceptance may be entered on any duplicate, but it must be entered on only one duplicate.
If the drawee accepts more than one duplicate and such accepted duplicates fall into the hands of different lawful holders, he shall be liable for each such duplicate as if it were a separate bill of exchange.
Article 979 When the acceptor of an instrument drawn on a bundle pays it without requiring that the duplicate bearing his acceptance be delivered to him, and when this duplicate remains in the hands of a legitimate bearer at maturity, he is liable. towards the bearer of the effect.
Article 980. Subject to the foregoing provisions, when one of the duplicates of an item drawn in a bundle is paid for by payment or otherwise, the entire item is paid for.
Article 981. The party who has sent a duplicate for acceptance must indicate on the other duplicate the name of the person in whose hands this duplicate will be. This person is required to hand it over to the legitimate holder of another duplicate.
In the event of refusal, the holder may only exercise his right of appeal after having had a protest drawn up specifying :
Article 982. A promissory note is a written instrument by which a person, called the originator, promises to pay a sum of money to another person, called the payee, or to the order of the latter.
Article 983. A promissory note must contain the following particulars:
Article 984. An instrument in which any of the conditions specified in the previous section is not fulfilled is not valid as a promissory note, except in the following cases:
A promissory note whose place of issue is not specified is deemed to have been drawn up at the domicile of its author.
If there is no date of issue, any lawful holder acting in good faith may enter the actual date.
Article 985. The following provisions of Chapter II relating to bills of exchange apply to promissory notes insofar as they are not incompatible with the nature of this instrument, namely articles 911, 913, 916, 917, 919 , 920, 922 to 926, 938 to 947, 949, 950, 954 to 959, 967 to 971.
In the case of foreign promissory notes, the following provisions also apply, namely Articles 960 to 964, 973 and 974.
Section 956 . The holder of a promissory note is bound in the same way as the acceptor of a bill of exchange.
Promissory notes payable on a certain date after sight must be presented for the visa of the author within the time limits fixed by article 928.
The period runs from the date of the visa, signed by the author of the ticket. The refusal of the issuer to give his visa with the date thereof must be authenticated by a protest, the date of which gives the starting point of the time limit.
Article 987. A check is a written instrument by which a person, called the drawer, orders a banker to pay on demand a sum of money to a person, called the payee, or to his order.
Article 988. A check must include the following particulars:
Section 989 . The following provisions of Chapter II relating to bills of exchange apply to checks insofar as they are not incompatible with the nature of this instrument, namely articles 910, 914 to 923, 925, 926, 938 to 940, 945, 946, 959, 967, 971.
In the case of foreign checks, the following provisions also apply, namely Articles 924, 960 to 964, 973 to 977, 980.
Article 990. The bearer of a check must present it to the banker for payment within the month following the date of issue if it is payable in the city where it was issued, or within three months if it is payable elsewhere ; otherwise he loses his right of recourse against the endorsers; he also loses his right against the drawer to the extent of the damage caused to the latter by the failure to present.
The bearer of the check from which the drawer is discharged is subrogated in the rights of this drawer against the banker.
Article 991. A banker is required to pay a check drawn on him by his client, unless:
Article 992. The duty and the power of a banker to pay a check drawn on him come to an end:
Article 993. If the banker affixes to the check a note such as "good" or "good to pay", or works having the same effect, he becomes bound, as principal debtor, to pay the check to the bearer.
If the bearer of a check has it certified, the drawer and the endorsers are released from all liability.
If certified at the drawer's request, the drawer and endorsers are not released.
Article 994. If a check bears on its face two parallel transverse lines, with or without the words "and company" or any abbreviation thereof between these lines, it is said to be generally crossed out and its payment can only be effected to a banker.
If, between these lines, a name or a particular banker is inserted, the check is said to be specially crossed and payment can only be made to this banker.
Article 995. An uncrossed check may be crossed generally or specifically by the drawer or by any bearer.
When a check is crossed in a general way, the holder can cross it in a special way.
When a check is crossed in a general or special way, the bearer can add the mention "non-negotiable".
When a check is specially crossed, the banker to whom it is crossed can cross it again specially to another banker for collection.
When an uncrossed check or a check crossed in general is sent to a banker for collection, the latter may cross it specifically for his benefit.
Article 996 The crossing authorized by the preceding article constitutes an essential element of the check. It is forbidden for anyone to obliterate it.
Section 997 . When a check is specially crossed in favor of several bankers, unless it is crossed in favor of a collection agent who is a banker, the banker on whom it is drawn refuses payment.
When a banker on whom a check so crossed is drawn nevertheless pays it, or pays a crossed check generally otherwise than through a banker, or if it is specially crossed otherwise than to the banker to whom it is barre or his collection agent who is a banker, he is liable to the true owner of the check for any loss he may suffer as a result of the check being so paid.
However, where a check is presented for payment which does not appear, at the time of presentation, to be crossed, or to have been crossed and obliterated, or to have been completed or altered other than in the manner authorized by law, the banker who pays the check in good faith and without negligence is not liable and incurs no liability.
Article 998. When the banker, on whom a crossed check is drawn, pays it in good faith and without negligence, if it is crossed in general, to a banker, and if it is crossed specially, to the banker to whom it is crossed , or to its collection agent who is a banker, the banker who pays the check, and, if the check has come into the hands of the payee, the drawer, respectively have the same rights and are placed in the same situation as if the payment of the check had been made to the true owner of this check.
Article 999. When a person takes a crossed check bearing the words "non-negotiable", he does not and cannot give a better title to the check than that which the person who took it had.
Article 1000. When a banker receives, in good faith and without negligence, payment for a client of a check crossed generally or specially in his name, and the client has no title or a defective title to this check, the banker incurs no liability towards the true owner of the check solely because of having received this payment.
Article 1001. Action against the acceptor of a bill of exchange or the holder of a promissory note is prescribed three years from the date of expiry.
Article 1002. No action by the bearer against the endorsers and against the drawer of an instrument may be brought more than one year after the date of the protest drawn up in good time or after the due date when there is a stipulation. unnecessary protest".
Article 1003. The recourse action of endorsers against each other and against the drawer of an instrument may only be exercised six months after the day on which the endorser took and paid for the instrument or from the day on which he was -even sued.
Article 1004. When prescription is interrupted by an act against one of the parties to the act, the interruption has effect only with regard to that party.
Article 1005. Unless otherwise agreed, if a draft has been made, transferred or endorsed for an obligation and the rights arising from this draft have been lost by prescription or by omission of any necessary procedure, the initial obligation remains in force under general principles of law, provided that the debtor has not suffered any prejudice.
Article 1006. The falsification of a signature on a ticket in no way affects the validity of the other signatures.
Article 1007. When a bill of exchange or an acceptance is materially modified without the consent of all the parties responsible for the bill of exchange, the latter is void, except with regard to the party which has itself made , authorized or consented to the modification, and subsequent endorsers.
However, where a bill of exchange has been substantially modified, but the modification is not apparent, and the bill of exchange is in the hands of a lawful holder, such holder may avail himself of the bill of exchange as if it had not been modified, and he may demand payment in accordance with its initial content.
In particular, the following alterations are considered to be substantial: any modification of the date, of the amount to be paid, of the time of payment, of the place of payment and, in the event of general acceptance of the bill, the addition of a place of payment without the consent of the acceptor.
Article 1008. Subject to the provisions of this code, when a signature on an instrument is forged or affixed without the authorization of the person whose signature it is supposed to be, the forged or unauthorized signature is totally inoperative, and no right to withhold or discharge the instrument or to enforce payment against any party cannot be acquired through or under this signature, unless the party against whom it is sought to withhold the instrument or to execute payment is prevented from invoking counterfeiting or lack of authorization.
However, nothing in this section affects the ratification of an unauthorized signature that is not a forgery.
Article 1009. When a bill payable at sight is drawn on a banker and the latter pays it in good faith, without negligence and in the normal course of business, it is not incumbent upon the banker to prove that the endorsement of the payee or any subsequent endorsement has been made by or under the authority of the person whose endorsement it purports to be, and the banker is deemed to have paid the instrument in good and due form notwithstanding that such endorsement has been forged or made without authority.
Article 1010. The bearer of a lost or stolen instrument must, as soon as he becomes aware of the loss or theft, notify in writing the manufacturer, the drawee, the umpire if necessary, the acceptor on the honor and the giver of the guarantee, if necessary, to refuse payment of the instrument.
Article 1011. When a bill of exchange has been lost before it matures, the person who was its bearer may ask the drawer to deliver another bill of exchange of the same tenor, giving the drawer, if there is takes place, the guarantee to indemnify him against all persons in the event that the allegedly lost bill of exchange is found.
If the shooter, on the request provided for above, refuses to give this duplicate, he may be forced to do so.
Article 1012 The contract of association or partnership is the contract by which two or more persons agree to associate for a common enterprise, with a view to sharing the profits which may result therefrom.
Article 1013. There are three kinds of companies, namely:
Article 1014 Companies registration offices are created by regulation of the Minister responsible for registering companies.
Article 1015 The company, once registered in accordance with the provisions of this title, is a legal person distinct from the associates or shareholders who compose it.
Article 1016. Registration must be carried out at the registration office of the part of the kingdom where the main establishment of the company is located.
Subsequent changes to recorded data, as well as all other matters the recording of which is ordered or authorized by this title, must be recorded in the same place.
Article 1017. If a fact to be registered or published occurs in a foreign country, the time limit for registration or publication is calculated from the moment when the notification of this fact reaches the place of registration or publication. .
Article 1018 Registration gives rise to the payment of the taxes provided for by the regulations issued by the competent minister.
Article 1019. If an application for registration or a document submitted for registration does not contain all the information required by this title, or if any of the information mentioned in this application or this document is contrary to the law, or if one of the documents the filing of which is prescribed is not produced, or if any other condition imposed by law is not fulfilled, the registrar may refuse to make an entry in his register until the application or the documents have been completed or amended, or until the prescribed documents have been produced, or until the condition has been fulfilled.
Article 1020. Any person has the right to inspect the documents kept by the registrar, or to require that a certificate of registration of a company, or a certified copy or extract of any other document, be delivered to him by the clerk, subject to payment of the tax prescribed by the regulation made by the competent minister.
Article 1021 Each clerk publishes periodically in the government gazette, in the form provided by the competent minister, a summary of the entries made in his register.
Article 1022. Once published, the registered documents or the matters mentioned in the summary are deemed to be known to all persons, whether or not they are connected with the partnership or the company.
Article 1023 Until such publication, the partners and the company may not rely on the existence of agreements, deeds or indications, the registration of which is prescribed by this title, with respect to third parties, but third parties may avail of this existence.
However, the partners or shareholders who, and the company which has received, before this publication, the performance of an obligation are required to inform third parties,
Article 1024. Between the partners or shareholders, the partners and the company, the shareholders and the company, all the books, accounts and documents of any company or of the liquidators of any company are presumed to be the exact proof of all that is recorded therein. .
Article 1025 The simple partnership is the partnership in which all the partners are jointly and severally and indefinitely liable for all the obligations of the partnership.
Article 1026. Each partner must make a contribution to the partnership.
This contribution can consist of money, other goods or services.
Article 1027. In case of doubt, contributions are presumed to be of equal value.
Article 1028. If the contribution of the partner consists only of his personal service and the partnership contract does not fix the value of this service, the share of this partner in the profits is equal to the average of the shares of the associates whose contributions are in money or in goods.
Article 1029. If a partner contributes the enjoyment of property, the relations between these partners and the company with regard to:
are governed by the provisions of this code relating to the rental of property.
Section 1030 . If the contribution of a partner consists of the ownership of property, the relationship between these partners and the company with regard to:
are governed by the provisions of this Code relating to sales.
Article 1031 If a partner totally fails to remit his contribution, he must be given formal notice by registered letter to remit it within a reasonable time, failing which he may be expelled from the partnership by decision of all the other partners or of the company. majority provided for in the contract.
Article 1032. No modification may be made to the initial partnership or to the nature of the activity without the consent of all the partners, unless an agreement provides otherwise.
Article 1033. If nothing has been agreed between the partners as to the management of the affairs of the partnership, these affairs may be managed by each of the partners, provided that no partner may enter into a contract to which another partner is bound. opposite.
In this case, each partner is the managing partner.
Article 1034 If it is agreed that questions relating to the business of the company will be decided by a majority of the partners, each partner has one vote, whatever the amount of his contribution.
Article 1035. If it is agreed that the affairs of the company will be managed by several managers, these affairs may be managed by each of the managers, provided that no manager can do what another manager opposes.
Section 1036 . The managers can only be dismissed with the consent of all the other partners, unless an agreement provides otherwise.
Article 1037. Even if the partners have agreed that the affairs of the partnership will be managed by one or more managers, each non-managing partner has the right to inquire at any time about the management of the affairs and to inspect and copy all the books and documents of the company.
Article 1038 No partner may, for his own account or for the account of others, exercise, without the consent of the other partners, an activity of the same nature and concurrent with that of the company.
If a partner acts contrary to the provisions of this article, the other partners have the right to claim from him the whole of the profits he has made or compensation for the loss which the company has suffered as a result, but this claim cannot be filed more than one year after the date of the offence.
Article 1039 The partner is required to manage the affairs of the partnership with as much care as he would for his own affairs.
Article 1040 No one may be introduced as a partner in the partnership without the consent of all the partners, unless an agreement provides otherwise.
Article 1041. If a partner, without the consent of the other partners, assigns to a third party all or part of his share in the profits of the partnership, this third party does not become a partner.
Article 1042. The relations of the managers with the other partners are governed by the provisions of this code relating to management.
Article 1043. If a non-managing partner manages the affairs of the company or if a managing partner acts beyond his powers, the provisions of this code relating to management without a mandate are applicable.
Article 1044 The share of each partner in the profits or losses is proportional to his contribution.
Article 1045. If the share of a partner is fixed only in the profits or only in the losses, the proportion is presumed to be the same for the profits and the losses.
Article 1046 No partner is entitled to remuneration for having managed the affairs of the partnership, unless an agreement provides otherwise.
Section 1047 . If the name of a partner whose membership has ceased is used in the company name, he is entitled to demand that this use cease.
Article 1048 A partner may claim a share from other partners even in an operation in which his name does not appear.
Article 1049 No associate may acquire any rights with regard to third parties by a transaction in which his own name does not appear.
Article 1150 All the partners are bound by the acts performed by one of them in the normal exercise of the company's activities and are jointly and severally liable for the performance of the obligations contracted within the framework of this management.
Article 1151 A partner whose membership has ceased remains bound by the obligations contracted by the partnership before he became a partner.
Article 1152 Whoever becomes a partner in a company is liable for the obligations contracted by the company before he became a partner.
Section 1153 . No restriction of the power of the partner of an unregistered company to bind the other partners can have any effect with regard to third parties.
Article 1054. Whoever, by words or writings, by his behavior or by consenting to the use of his name in the corporate name of the company, represents himself or knowingly allows himself to be represented as a partner of a company, becomes liable towards third parties, as a partner, of all the obligations of the company.
If, after the death of a partner, the activity of the company is continued under the former company name, the continuation of the use of this company name or the name of the deceased partner, as part of that -ci, does not in itself make his estate liable for the obligations contracted by the company after his death.
Article 1055. An ordinary company is dissolved:
Article 1056 If a partnership is entered into for an indefinite period, it cannot be terminated by a partner until the end of a financial year of the partnership; such partner must give at least six months' notice of its intention to terminate.
Article 1057 A simple partnership may also be dissolved by the court at the request of a partner in one of the following cases:
Section 1058. Upon the occurrence of an event relating to a partner which, in accordance with article 1057 or article 1067, entitles the remaining partners to apply for the dissolution of the partnership, the court may, on the application of the remaining partners, order the expulsion of the partner in question in lieu of such dissolution.
For the purposes of the division of property between the partnership and the evicted partner, the partnership's assets shall be valued and valued at their value at the time the request for expulsion was first made.
Article 1059. If, at the expiration of the agreed period, the operation of the company is continued by the partners or by those of them who usually manage it during this period, without any payment or account being made liquidation, the partners are deemed to have agreed to the continuation of the company for an indefinite period.
Article 1060. In all the cases provided for in article 1055, paragraphs (4) or (5), if the surviving partners buy the share of the partner whose membership has ceased, the partnership contract continues between the surviving partners.
Article 1061 After the dissolution of the partnership, liquidation takes place, unless another mode of adjustment of the assets between the partners has been agreed upon or the partnership is declared bankrupt.
If the dissolution is caused by formal notice from a creditor of one of the partners or by the bankruptcy of one of the partners, the liquidation can only be waived with the consent of the creditor or the judge. commissioner.
Liquidation is pursued by all the partners or by persons designated by them.
The appointment of the liquidators is decided by a majority of the votes of the partners.
Article 1062 Liquidation must be carried out in the following order:
Article 1063. If, after the performance of the obligations contracted with regard to third parties and the reimbursement of the advances and expenses, the assets are insufficient to return to the partners the total amount of the contributions, the insufficiency constitutes a loss and must be shared as such.
Article 1064. A simple partnership may be registered.
The entry in the register must contain the following elements:
The registration may contain any other information that the parties deem useful to bring to the attention of the public.
The registration must be signed by all the members of the society and bear the common seal of the society.
A registration certificate is issued to the company.
Article 1064/1. The managing partner of a registered partnership who wishes to resign from his functions must deliver his letter of resignation to any other managing partner. The written resignation takes effect on the date on which the letter of registration reaches the other manager.
In the event that the registered partnership has only one manager, the manager who wishes to resign from his position notifies his intention in writing to any other partner, attaching the letter of resignation, so that a meeting can be held in to appoint a new manager. The resignation takes effect from the date on which it is received by said partner.
The managing partner who resigns under the first or second paragraph may notify his resignation to the clerk.
Article 1064/2. In the event of a change of managing partner, the registered partnership must register this change within fourteen days of the date of this change.
Article 1065 A partner may avail himself vis-à-vis third parties of any right acquired by the registered partnership, even if his name did not appear in the transaction.
Article 1066 No member of a registered partnership may, for his own account or for the account of others, exercise without the consent of all the other members an activity of the same nature and concurrent with that of the partnership or, without this consent , be an indefinitely responsible partner of another partnership carrying out an activity of the same nature and concurrent with that of the registered partnership.
This prohibition does not apply if it was already known to the partners at the time of registration of the partnership that one of them was engaged in a business or in another company having the same object, and if his withdrawal was not stipulated in the partnership contract.
Article 1067. If a partner acts contrary to the provisions of the preceding article, the registered partnership is entitled to claim from him all the profits which he had made or compensation for the damage which the registered partnership has suffered as a result.
This complaint cannot be introduced more than one year after the date of the infringement.
The provisions of this article do not affect the right of the remaining partners to request the dissolution of the partnership.
Article 1068 The liability of a partner in a general partnership with regard to the obligations contracted by the partnership before he ceased to be a member thereof is limited to a period of two years from the date of the date on which he ceased to be a member.
Article 1069. In addition to the cases provided for in Article 1055, the registered partnership is dissolved if it becomes bankrupt.
Article 1070. The creditor of an obligation owed by a registered partnership is entitled, as soon as the partnership is in default, to demand performance of the obligation from any of the partners.
Article 1071. In the case provided for in article 1070, if the partner proves:
The court may, in its discretion, order that the obligation be performed first on the property of the company.
Article 1072. As long as the registered company is not dissolved, the creditors of a partner can exercise their rights only on the profits or other sums due by the company to this partner. After the dissolution, they can exercise their rights on the share of this partner in the assets of the company.
Article 1073. A registered partnership may merge with another registered partnership with the consent of all partners, unless otherwise agreed.
Article 1074. When a registered partnership has decided to merge, it must publish at least twice in a local newspaper and send to all the known creditors of the partnership a notice of the proposed merger requesting the creditors to submit within three months from the date of notice any objections they may have to this project.
If no objection is raised during this period, the merger is deemed to exist.
In the event of opposition, the company may only proceed with the merger after having satisfied the claim given as security.
Article 1075. When the amalgamation has been completed, it is the responsibility of each of the companies to register the amalgamation as a new company.
Article 1076 The new company enjoys the rights and is subject to the obligations of the merged company.
Article 1077 The limited partnership is the form of company in which there is:
Article 1078 The limited partnership must be registered.
The entry in the register must contain the following information:
The registration may contain any other information that the parties deem useful to bring to the attention of the public.
The registration must be signed by each of the members of the society and bear the common seal of the society.
A registration certificate is issued to the company.
Section 1078/1. The managing partner who wishes to resign from his duties must submit his letter of resignation to any managing partner. The resignation takes effect on the date on which the letter of resignation is received by this partner.
In the event that the limited partnership has only one manager, the one who wishes to resign from his duties must notify his intention in writing to any other partner, attaching the letter of resignation, so that a meeting can be held with a view to the appointment of a new manager. The resignation takes effect on the date on which the letter of resignation reaches said partner.
The managing partner who resigns under the first or second paragraph may notify his resignation to the clerk.
Article 1078/2. In the event of a change of managing partner, the limited partnership must register it within fourteen days from the date of this change.
Article 1079. Until registration, the limited partnership is considered as an ordinary partnership in which all the partners are jointly and severally liable for all the obligations of the partnership.
Article 1080 The provisions relating to ordinary general partnerships apply to limited partnerships insofar as they are not excluded or modified by the provisions of this Chapter III.
If there are several companies with unlimited liability, the rules of the simple company apply to their relations between them and with the company.
Article 1081 The company name may not contain any of the names of the limited liability partners.
Article 1082 The limited partner who expressly or implicitly consents to the use of his name in the company name is liable towards third parties in the same way as if he were an indefinitely liable partner.
Between the partners themselves, the liability of this partner remains governed by the partnership contract.
Article 1083 The contributions of limited partners must be in money or in other property.
Article 1084 No dividend or interest may be distributed to limited partners except out of the profits made by the company.
If the capital of the company has been reduced by losses, no dividends or interest can be distributed to the limited partners until these losses have been compensated.
However, the limited partner cannot be held to restore the dividend or the interest which he received in good faith.
Article 1085. If a limited partner has, by letter, circular or otherwise, made it known to third parties that his contribution was greater than the recorded amount, he becomes liable for this greater amount.
Article 1086 Agreements concluded between the partners to modify the nature or reduce the amount of the contribution of a limited partner are without effect with regard to third parties as long as they have not been registered.
When registered, they only have effect for the obligations entered into by the company after their registration.
Article 1087 A limited partnership can only be managed by partners with unlimited liability.
Article 1088 If a limited partner interferes in the management of the company, he becomes jointly and severally liable for all the obligations of the company.
Options and advice, votes given for the appointment or dismissal of managers in the cases provided for by the company contract, are not considered as interference in the management of the company.
Article 1089. A partner with limited liability may be appointed liquidator of the company.
Article 1090 The limited partners may exercise any activity, either for their own account or for the account of third parties, even if this activity is of the same nature as that of the company.
Article 1091 The limited partners may transfer their shares without the consent of the other partners.
Section 1092 . Unless otherwise stipulated in the contract, the limited partnership is not dissolved by the death of one of the limited partners, nor by his bankruptcy or incapacity.
Article 1093 In the event of the death of a limited partner, his heirs become partners instead, unless otherwise stipulated in the contract.
Article 1094. If a limited partner goes bankrupt, his share in the partnership must be sold as the bankrupt's assets.
Article 1095 The creditors of the limited partnership cannot act against the limited partners as long as the partnership has not been dissolved.
After the dissolution of the partnership, they may bring actions against each limited liability partner up to the following amounts:
Article 1096 A public limited company is one whose capital is divided into shares and whose shareholders' liability is limited to any unpaid amount of the shares they respectively hold.
Article 1096a. (repealed)
Article 1097. Three or more persons may, by subscribing their names to a deed of company and by complying with the provisions of this code, promote and constitute a limited liability company.
Section 1098 . The document must contain the following information:
Article 1099 The deed must be made in at least two original copies and signed by the promoters; the signatures are certified by two witnesses.
One of the copies of the deed must be filed and registered at the registry office of the part of the Kingdom in which the registered office of the company is declared to be located.
Section 1100 . All promoters must subscribe to at least one share.
Article 1101. The liability of the directors of a limited liability company may be unlimited.
In this case, a statement to this effect must be inserted in the constitutive act.
The unlimited liability of a director ends on the expiry of a period of two years from the date on which he ceased to exercise his functions.
Article 1102 No invitation to subscribe for shares may be made to the public.
Section 1103 . (repealed)
Article 1104. The total number of shares with which the company proposes to be registered must be subscribed or allocated before the registration of the company.
Article 1105 Shares cannot be issued at a price lower than their nominal value.
The issue of shares at a price higher than their nominal value is authorized by the memorandum of association. In this case, the excess amount must be paid at the same time as the first payment.
The first payment on the shares must not be less than twenty-five percent of their nominal amount.
Article 1106 Any person who subscribes to shares undertakes, provided that the company is incorporated, to pay the company the amount of these shares in accordance with the prospectus and the regulations.
Article 1107 When all the shares to be released in cash have been subscribed, the promoters must hold without delay a general meeting of subscribers which will be called a statutory meeting.
The promoters send each subscriber, at least seven days before the date of the meeting, a statutory report, duly certified by them, containing an indication of the questions which will be dealt with at the statutory meeting under the following article.
Promoters shall cause a copy of the statutory report, certified as required by this section, to be filed with the Registrar of Companies immediately after it is sent to subscribers.
The promoters must also produce at the meeting a list indicating the names, capacities and addresses of the subscribers, as well as the number of shares that they have respectively subscribed to.
The provisions of articles 1176, 1187, 1188, 1189, 1191, 1192 and 1195 apply mutatis mutandis to the statutory meeting.
Article 1108. Matters to be dealt with at the statutory meeting:
The description of the service or property in return for which these common shares or preferred shares will be allocated as being paid up must be expressly established before the meeting.
Section 1109 . A promoter or subscriber who has a particular interest in a resolution cannot exercise the right to vote.
The decisions of the statutory meeting are only valid if they are taken by a majority comprising at least half of the total number of subscribers with the right to vote and representing at least half of the total number of shares of these subscribers.
Article 1110. After the statutory meeting has been held, the promoters hand over the business to the administrators.
The directors must then cause the promoters and the subscribers to pay forthwith on each share payable in money the amount, which shall not be less than twenty-five per cent, provided for in the prospectus, notice, announcement or 'invitation.
Section 1111. When the amount mentioned in Section 1110 has been paid, the directors must apply for the registration of the company.
The application and the entry in the register must contain, in accordance with the decisions of the statutory assembly, the following information:
The registration may contain any other information that the administrators deem useful to bring to the attention of the public. The request must be accompanied by a copy of the regulations, if any, and of the deliberations of the statutory assembly, both certified by the signature of at least one director. The directors must at the same time deposit at the registry office ten printed copies of the memorandum and by-laws, if any, of the company.
A registration certificate is issued to the company.
Section 1111/1. When incorporating a company, the directors may, after completing all the following steps on the day the memorandum is drawn up by the promoters, apply for registration of the memorandum and registration of the company on same day.
Article 1112. If registration does not take place within three months of the statutory meeting, the company is not incorporated and all sums received from applicants must be reimbursed without deduction.
If these sums have not been reimbursed within three months of the statutory meeting, the directors of the company are jointly and severally liable for the reimbursement of these sums with interest from the expiry of the three-month period.
However, a director is not required to repay the interest if he proves that the loss of money or the delay is not his fault.
Article 1113 The promoters of the company are jointly and severally liable for all commitments and disbursements not approved by the statutory meeting; even if approved, they remain liable until the company is registered.
Article 1114 After the registration of the company, the subscriber of shares may not ask the court to cancel his subscription on the grounds of error, coercion or fraud.
Section 1115. If the name inserted in a memorandum is identical to the name of an existing registered company or the name inserted in a registered memorandum, or if it so resembles it that it is likely to mislead the public, any interested person may file a claim against the company's promoters and ask the court to order that the name be changed.
Once the order is made, the new name must be registered in place of the old one and the registration certificate must be amended accordingly.
Section 1116 . Any interested person has the right to obtain from any company a copy of its memorandum and registration, for which a sum not exceeding one baht per copy may be charged by the company.
Article 1117. The amount of a share cannot be less than five bahts.
Article 1118. Shares are indivisible.
If a share is held jointly by two or more persons, they must designate one of them to exercise their rights as shareholders.
The persons holding a share in common are jointly and severally liable towards the company for the payment of the amount of the share.
Article 1119. The total amount of each share must be paid in cash, with the exception of shares granted under Article 1108, paragraph 5, or Article 1221.
A shareholder cannot claim compensation from the company with respect to share payments.
Article 1120 Unless the general meeting decides otherwise, the directors may appeal to the shareholders for any sum due on their shares.
Article 1121 Each call must be given at least twenty-one days' notice by registered letter and each shareholder must pay the amount of this call to the person, at the time and at the place fixed by the administrators.
Article 1122. If the payable call for a share has not been paid on the day fixed for payment, the holder of this share is bound to pay interest from the day fixed for payment until the moment of actual payment. .
Article 1123. If a shareholder does not pay a call on the day set for payment, the directors may give him formal notice, by registered letter, to pay this call with interest.
This formal notice must set a reasonable deadline for payment of the call and interest.
It must also fix the place where the payment must be made. The notice may also indicate that in the event of non-payment, the share for which the appeal was made may be confiscated.
Article 1124. If mention of forfeiture has been made in the notice, the administrators may, as long as the call and the interest remain unpaid, pronounce the forfeiture of the shares.
Article 1125. The confiscated shares must be sold without delay at public auction. The proceeds of the sale must be assigned to the payment of the call and the interest due. Any surplus is returned to the shareholder.
Article 1126. The title of the purchaser of the confiscated action is not affected by any irregularity in the procedure of confiscation and sale.
Article 1127 One or more certificates are issued to each shareholder for the shares he holds.
The issue of a certificate may be subject to the payment of a fee, not exceeding fifty satang, which the administrators may decide.
Article 1128 All share certificates must be signed by at least one of the directors and bear the seal of the company.
It must contain the following information:
Article 1129. Shares are transferable without the assets of the company, unless, in the case of shares registered on a registered certificate, it is not provided otherwise in the rules of the company.
The transfer of shares recorded in a registered certificate is void if it is not made in writing and signed by the transferor and the transferee whose signatures must be certified by at least one witness.
This assignment is unenforceable against the company and third parties as long as the fact of the assignment as well as the name and address of the assignee have not been registered in the register of shareholders.
Article 1130 The company may refuse to register a transfer of shares on which a call for funds is due.
Article 1131 The register of transfers may be closed during the fourteen days preceding the ordinary general meeting.
Article 1132. If, as a result of an event such as the death or bankruptcy of a shareholder, another person acquires the right to a share, the company must, upon delivery of the share certificate where possible, and upon submission of appropriate evidence, register such other person as a shareholder.
Article 1133. The assignor of a share that is not fully paid up remains liable for the whole of the unpaid amount of this share, provided that:
No action against the transferor for this liability may be brought more than two years after the registration of the transfer in the register of shareholders.
Article 1134 Bearer certificates may only be issued if authorized by company rules and for fully paid-up shares. In this case, the holder of a registered certificate is entitled to receive a bearer certificate by surrendering the registered certificate for cancellation.
Article 1135 Shares recorded in a bearer certificate are transferred by the sole delivery of the certificate.
Article 1136 The holder of a bearer certificate is entitled to receive a nominative certificate when he delivers the bearer certificate for cancellation.
Section 1137 . If the rules of the company prescribe that a director must hold a certain number of shares in the company in order to exercise this function, these shares must be registered in a nominative certificate.
Article 1138. Every public limited company must keep a register of shareholders containing the following information:
Article 1139 The register of shareholders from the date of registration of the company is kept at the registered office of the company. It may be consulted free of charge by shareholders during opening hours, subject to such reasonable restrictions as the directors may impose, but not less than two hours per day.
Directors are required to send at least once a year to the Registrar, and no later than the fourteenth day after the ordinary meeting, a copy of the list of all shareholders at the time of the meeting and of those who have ceased to be shareholders since the date of the last ordinary meeting. This list must contain all the information provided for in the previous article.
Section 1140 . Any shareholder has the right to demand that a copy of this register or part of it be delivered to him on payment of fifty satang for each hundred words to be copied.
Article 1141 The register of shareholders is presumed to constitute exact proof of all that the law orders or authorizes to be entered therein.
Article 1142. If preferred shares have been issued, the preferential rights attributed to these shares cannot be modified.
Article 1143 A public limited company may not own its own shares or pledge them.
1. GENERAL PROVISIONS
Article 1144 Any public limited company is managed by one or more administrators under the control of the general meeting of shareholders and in accordance with the regulations of the company.
Section 1145. After the registration of the company, no by-laws can be made and no addition or modification of the by-laws or the contents of the incorporation document can be adopted, except by the passing of a special resolution.
Article 1146 The company is required to register any new regulation, addition or modification within fourteen days of the date of the special resolution.
Article 1147. Repealed
Article 1148 Any public limited company may have a registered office to which all communications and notifications may be addressed.
The location of the registered office and any modification thereof must be notified to the Trade and Companies Register, which takes note thereof.
Article 1149. Until the shares have been fully paid up, the company may not print or mention the capital of the company in any notice, advertisement, invoices, letters or other documents, without at the same time clearly indicating what proportion of this capital has been released.
2. DIRECTORS
Article 1150 The number and remuneration of the administrators are fixed by the general meeting.
Article 1151 An administrator can only be appointed or dismissed by the general meeting.
Article 1152. At the first ordinary meeting following the registration of the company and at the first ordinary meeting of each following year, one third of the directors or, if their number is not a multiple of three, the highest number relative of a third party must withdraw from his duties.
Article 1153 A director who wishes to resign from office must submit his letter of resignation to the company. The resignation takes effect from the date on which the letter of resignation reaches the company.
A director who resigns under the first paragraph of this article may notify his resignation to the clerk.
Article 1154 In case of bankruptcy or incapacity of an administrator, his post is vacant.
Article 1155. Any vacancy occurring on the board of directors otherwise than by rotation may be filled by the directors, but any person so appointed retains his position only as long as the resigning director had the right to retain it.
Article 1156. If a general meeting dismisses a director before the expiration of his mandate and appoints another person in his place, the person so appointed retains his mandate only as long as the dismissed director had the right to retain it.
Article 1157 In the event of a change in one or more directors, the company must register it within fourteen days from the date of this change.
Article 1158. Unless otherwise provided in the regulations of the company, the directors have the powers described in the following six articles.
Article 1159. The directors in office may act notwithstanding any vacancy among them but, if and so long as their number is reduced below the number necessary to form a quorum, the directors in office may act for the purpose of increasing the number of directors up to that number, or to call a general meeting of the company, but for no other purpose.
Section 1160. The directors may fix the quorum necessary for the conduct of business at their meetings and, unless it is so fixed, the quorum is three (when the number of directors is greater than three).
Article 1161 Questions raised at a meeting of administrators are decided by a majority of votes; in the event of a tie, the chairman's vote is decisive.
Article 1162. A director may at any time convene a meeting of directors.
Article 1163 The administrators may elect a chairman of the meeting and fix the duration of his mandate, but if no chairman is elected or if, during a meeting, the chairman is not present at the scheduled time, the directors present may choose one of their members to chair the meeting.
Article 1164 Administrators may delegate their powers to managers or to committees composed of members of their body. Any director or committee must, in the exercise of the power thus delegated, comply with any order or regulation which may be imposed on him by the directors.
Article 1165 Unless otherwise provided by the delegation, the questions raised during a meeting of a commission are decided by a majority of the votes of the members; in the event of a tie, the chairman has the casting vote.
Article 1166 All acts performed by a director, even if it is subsequently discovered that his appointment was flawed or that he was disqualified, are as valid as if that person had been duly appointed and fulfilled the requirements to be a director.
3. GENERAL MEETINGS
Article 1171 The general meeting of shareholders meets within six months of registration and, thereafter, at least every twelve months. This meeting is said to be ordinary.
All other general meetings are extraordinary meetings.
Section 1172 . The administrators can convene an extraordinary meeting whenever they deem it appropriate.
They must convene it without delay when the company has lost half of its capital, in order to inform the shareholders.
Article 1173 Extraordinary meetings must be convened if shareholders holding at least one-fifth of the shares of the company so request in writing. The request must specify the purpose for which the meeting must be convened.
Article 1174. When a request for convocation of an extraordinary assembly is made by the shareholders in accordance with the preceding article, the administrators must immediately convoke this assembly.
If the meeting is not called within thirty days of the date of the request, the author of the request or any other shareholder in sufficient number may call it himself.
Article 1175 The convocation of any general meeting is published at least once in a local newspaper no later than seven days before the date set for the meeting and sent by post with acknowledgment of receipt to each shareholder whose name appears in the register. shareholders no later than seven days or, if the notice concerns a special resolution to be taken by the general meeting, fourteen days before the date set for the meeting.
The notice convening a general meeting specifies the place, day and time of the meeting, as well as the nature of the issues to be discussed. If the notice relates to a special resolution to be taken at a general meeting, the content of the proposed resolution must also be included in the notice.
Section 1176 . Every shareholder has the right to be present at the general meeting.
Section 1177 . Unless otherwise provided in the company's regulations, the rules set out in the following articles apply to general meetings.
Article 1178 The general meeting may only deliberate if shareholders representing at least one quarter of the company's capital are present.
Article 1179. If, within the hour following the convening of the general meeting, the quorum provided for in article 1178 is not reached, the meeting, if it was convened at the request of the shareholders, is dissolved. .
If the general meeting has not been convened at the request of the shareholders, another general meeting is convened within fourteen days and no quorum is necessary for this meeting.
Article 1180 The chairman of the board of directors presides over any general meeting of shareholders.
If there is no chairman or if, during a general meeting, he is not present within fifteen minutes following the time fixed for the holding of the meeting, the shareholders present may elect the one of their members as president.
Section 1181 . The President may, with the consent of the meeting, adjourn any general meeting, but no business may be transacted at an adjourned meeting except business left in abeyance at the original meeting.
Section 1182 . In the event of a vote by show of hands, each shareholder present or represented has one vote. In the event of a vote, each shareholder has one vote for each share held.
Article 1183. If the regulations of the company provide that no shareholder has the right to vote if he does not possess a certain number of shares, the shareholders who do not possess this number of shares have the right to s associate to form this number and to appoint one of them as proxy to represent them and vote at any general meeting.
Article 1184 No shareholder has the right to vote if he has not paid the calls for funds for which he is liable.
Article 1185. The shareholder who has, in a resolution, a particular interest cannot vote on this resolution.
Section 1186 . Holders of bearer certificates can only vote if they have deposited their certificate with the company before the meeting.
Article 1187. Any shareholder may vote by proxy, provided that the power given to this proxy is in writing.
Article 1188 The proxy document must be dated and signed by the shareholder and contain the following information:
Article 1189 The deed of appointment of a representative must be deposited with the president at the latest at the opening of the meeting at which the representative designated in this deed proposes to vote.
Article 1190. At any general meeting, a resolution put to the vote is decided by a show of hands, unless a ballot is requested by at least two shareholders, before or when the result of the vote by show of hands is announced.
Article 1191. At any general meeting, the declaration by the chairman that a resolution has been adopted or rejected by a show of hands and the entry to this effect in the records of the company's deliberations constitute sufficient proof of this fact.
If a poll is called, the result of the poll is deemed to be the resolution of the meeting.
Article 1192. If a poll is duly demanded, it is carried out in the manner prescribed by the president.
Article 1193 In the event of a tie vote, whether by a show of hands or by ballot, the president of the assembly is entitled to a second vote or a casting vote.
Section 1194 . Any resolution to carry out any matter required by law to be passed as a special resolution must be passed by a majority of not less than three-fourths of the votes of the shareholders present and entitled to vote.
Article 1194. A resolution is considered a special resolution if it is adopted by two successive general meetings in the following manner:
Article 1195. If a general meeting has been convened or held or if a resolution has been adopted contrary to the provisions of this title or to the regulations of the company, the court, at the request of a director or a shareholder, annuls this resolution or resolutions adopted at this irregular general meeting, provided that the request is made within one month of the date of the resolution.
4. BALANCE SHEET
Article 1196 A balance sheet must be drawn up at least once every twelve months, at the end of the twelve months which constitute the financial year.
It should contain a summary of the assets and liabilities of the company and a profit and loss account.
Article 1197 The balance sheet must be examined by one or more auditors and submitted for adoption to the general meeting within four months of its date.
A copy must be sent to any person entered in the register of shareholders at least three days before the general meeting.
Copies must also be kept available to holders of bearer certificates in the offices of the company during the same period so that they can peruse them.
Article 1198. When presenting the balance sheet, the directors must submit to the general meeting a report indicating the manner in which the affairs of the company have been conducted during the year in question.
Article 1199. Any person has the right to obtain from any company a copy of its latest balance sheet against the payment of a sum not exceeding twenty baht.
Directors are required to send the clerk a copy of each balance sheet no later than one month after its adoption by the general meeting.
5. DIVIDEND AND RESERVE
Article 1200. The dividend must be distributed in proportion to the amount paid for each share, unless decided otherwise with regard to preferred shares.
Section 1201 . No dividend may be declared except by resolution passed at a general meeting.
The directors may from time to time pay the shareholders such interim dividends as they deem justified by the profits of the company.
No dividends will be paid other than out of profits. If the company has suffered losses, no dividend can be paid until these losses have been compensated.
Article 1202. The company must allocate to a reserve fund, at the time of each distribution of dividends, at least one twentieth of the profits deriving from the business of the company, until the reserve fund reaches one tenth of the capital of the company. or a higher proportion stipulated in the rules of the company.
If the shares were issued at a value greater than the nominal value, the excess must be added to the reserve fund until the latter reaches the amount mentioned in the preceding paragraph.
Article 1203. If the dividend has been distributed in violation of the provisions of the last two preceding articles, the creditors of the company have the right to obtain the restitution of the amount thus distributed to the company, it being understood that a shareholder cannot be held to return the dividend he received in good faith.
Any declared dividend is notified by letter to each shareholder whose name appears in the register of shareholders. If the company owns shares represented by a bearer certificate, the notice is also published at least once in a local newspaper.
Article 1204 Notice of any declared dividend is either published at least twice in a local newspaper, or given by letter to each shareholder whose name appears in the register of shareholders.
Article 1205 No dividend may bear interest against the company.
6. BOOKS AND ACCOUNTS
Article 1206 Administrators must ensure that sincere accounts are kept:
Article 1207 The directors may have the minutes of all the deliberations and resolutions of the meetings of shareholders and directors recorded in the books which are kept at the registered office of the company. Any minutes signed by the chairman of the meeting during which the resolution was adopted or the procedure initiated, or by the chairman of the following meeting, are presumed to constitute exact proof of the elements which they contain, and all resolutions and proceedings recorded in the minutes are presumed to have been duly adopted.
Any shareholder may, at any time during office hours, request to consult the aforementioned documents.
Article 1208 Auditors may be shareholders of the company; but no person may be an auditor if he is interested otherwise than as a shareholder in a transaction of the company, and no director or other agent or employee of the company may be an auditor during the term of his mandate.
Article 1209 The auditors are elected each year during an ordinary meeting.
The outgoing Commissioners are eligible for re-election.
Section 1210 . The remuneration of the auditors is set by the general meeting.
Article 1211. In the event of a fortuitous vacancy in the position of auditor, the administrators must immediately convene an extraordinary meeting in order to fill the vacancy.
Section 1212 . If the election of the auditors is not proceeded with in the manner indicated above, the court, at the request of at least five shareholders, appoints an auditor for the current year and fixes his remuneration.
Article 1213. Any auditor has access, at any reasonable time, to the books and accounts of the company and may, about these books and accounts, question the directors or any other agent or employee of the company.
Article 1214 The commissioners must make a report to the ordinary assembly on the balance sheet and the accounts.
They must indicate in this report whether, in their opinion, the balance sheet is correctly drawn up and gives a faithful image of the state of the company's affairs.
Section 1215. At the request of shareholders holding at least one-fifth of the company's shares, the competent minister shall appoint one or more competent inspectors to examine the affairs of any public limited company and to report thereon.
The Minister, before appointing such an inspector, may require the applicants to furnish a guarantee for the payment of the costs of the inspection.
Section 1216.. The directors, employees and agents of the company are required to present to the inspectors all the books and documents in their custody or power.
Any inspector may examine under oath the directors, employees and agents of the company in relation to its affairs.
Article 1217. The inspectors must draw up a report which must be drawn up or printed according to the instructions of the competent minister. Copies must be sent by the Minister to the head office of the company and to the shareholders at whose request the inspection was made.
Article 1218. All the costs of the inspection must be reimbursed by the claimants, unless the company, in the first general meeting following the end of the inspection, consents to their being paid out of the assets of the society.
Article 1220. The competent minister may also, ex officio, appoint inspectors responsible for reporting to the government on the affairs of the company. This appointment is at the sole discretion of the Minister.
Article 1220. A public limited company may, by special resolution, increase its capital by issuing new shares.
Article 1221. No new share of a limited liability company may be allotted, fully or partially paid, other than in cash, except in execution of a special resolution.
Article 1222. Any new share must be offered to shareholders in proportion to the shares they hold.
This offer must be made by a notice specifying the number of shares to which the shareholder is entitled and fixing a date after which the offer, if it is not accepted, is deemed to be refused.
After this date or after receipt of a notification from the shareholder indicating that he has refused to accept the shares offered, the director may offer these shares for subscription to other shareholders or subscribe to them himself. .
Section 1223. The subscription notice for new shares sent to a shareholder must be dated and signed by the directors.
Article 1224. A public limited company may, by special resolution, reduce its capital either by reducing the amount of each share or by reducing the number of shares.
Article 1225. The capital of the company cannot be reduced to less than a quarter of its total amounts.
When a company proposes to reduce its capital, it must publish at least once in a local newspaper and send to all known creditors of the company a notice setting out the details of the proposed reduction and inviting creditors to present within thirty days from the date of such notice any objection they may have to such reduction. If no objection is formulated within the period of thirty days, it is deemed non-existent. If an objection is raised, the company may only reduce its capital after having satisfied the debt or having guaranteed it.
Article 1226. When a company proposes to reduce its capital, it must publish at least seven times in a local newspaper and send to all known creditors of the company a notice containing the details of the proposed reduction, asking the creditors to present within three months of the date of this notice any objection they may have to this reduction.
If no objection is formulated within the period of three months, it is deemed non-existent.
In the absence of opposition, the company may only reduce its capital if it has satisfied the claim or guaranteed it.
Article 1227. If a creditor has, as a result of his ignorance of the planned capital reduction, omitted to notify his opposition to it, and that this ignorance is in no way due to his fault, those of the shareholders of the company to whom been reimbursed or surrendered part of their shares remain, for two years from the date of registration of this reduction, personally liable towards this creditor up to the amount reimbursed or surrendered.
Article 1228. The special resolution by which any increase or reduction of capital has been authorized must be registered by the company within fourteen days of its date.
Article 1229 Bonds cannot be issued.
Articles 1230 to 1235 (Repealed)
Section 1236 . The public limited company is dissolved:
Section 1237 . A limited liability company can also be dissolved by the court on the following grounds:
However, in the event of delay in the filing of the statutory report or in the holding of the statutory meeting, the court may, instead of dissolving the company, order that the statutory report be filed or that the statutory meeting be held, according to what he deems appropriate.
Article 1238. A public limited company cannot merge with another public limited company except by a special resolution.
Section 1239 . The special resolution by which a merger is decided upon must be registered by the company within fourteen days of its date.
Section 1240 . The company must publish at least seven times in a local newspaper and send to all known creditors of the company, by registered letter, a notice setting out the details of the proposed merger and inviting creditors to present, within six months from from the date of the notice, any objections they may have thereto.
If no objection is raised during this period, it is deemed non-existent.
If an objection is raised, the company can only proceed with the merger if it has satisfied the claim or given a guarantee to this effect.
Article 1241 When the merger is carried out, it must be registered within fourteen days by each merged company and the public limited company resulting from the merger must be registered as a new company.
Section 1242 . The share capital of the new company must be equivalent to the total share capital of the merged companies.
Article 1243 The new company enjoys the rights and is subject to the obligations of the merged companies.
Article 1244 A notification is deemed to be duly served by the company on a shareholder if it is delivered to him personally or sent by post to the address appearing in the register of shareholders.
Article 1245. Any notice sent by post in a properly addressed letter is deemed to have been served when such letter would have been delivered in the ordinary course of the post.
Section 1246 ( Repealed )
Article 1246/1. A general partnership or a limited partnership made up of at least three partners may be transformed into a limited liability company with the consent of all the partners and the completion of the following formalities:
Section 1246/2 . If no objection is raised or if an objection is raised but the debt has been satisfied or a guarantee has been given, all the partners must hold a meeting to consent to and proceed with the following:
Article 1246/3. The former managers submit to the board of directors of the company the business, property, accounts, documents and evidence of the company within fourteen days following the consent of the partners and the performance of the acts referred to in article 1246/2.
If a partner has not paid at least twenty-five percent of the price of a share or transferred ownership of property or produced a document or proof of the exercise of his rights to the board of administration, the board of directors of the company sends the partner a letter inviting him to pay the price of the share, to transfer ownership or to produce the document or proof of the exercise of his rights, according to the case, to the Board of Directors, within thirty days from the date of receipt of the letter of formal notice.
Article 1246/4. The company's board of directors files with the registrar an application for registration of the transformation into a public limited company within fourteen days from the date on which article 1246/3 has been fully complied with.
In its application for registration of the transformation, the board of directors also submits to the clerk, at the same time as the application for registration, the minutes of the shareholders' meeting relating to the examination of the consent to the transformation. of the company as a limited liability company under article 1246/2, the memorandum of association, the articles of association and the list of shareholders.
Section 1246/5 . After the conversion of the registered partnership or limited partnership to a limited liability partnership has been accepted for registration by the Registrar, the former registered partnership or limited partnership loses its status as a registered partnership or limited partnership under the Civil and Commercial Code and the clerk mentions this loss in the register.
Section 1246/6. After the registration of the conversion of the registered partnership or the limited partnership into a limited liability company, the company is vested with all the property, obligations, rights and liabilities of the former registered partnership or the former limited partnership. .
Section 1246/7. If, after the registration of the transformation into a public limited company, the company is unable to perform an obligation devolved to it by the transformed partnership, the creditor of this obligation may impose its performance on the partners of the partnership. transformed, insofar as each partner is responsible for the obligations of the partnership.
Section 1247 . The liquidation of a bankrupt general partnership, limited partnership or limited liability company is carried out, to the extent possible, in accordance with the provisions of applicable bankruptcy law.
The competent minister issues a ministerial regulation governing the liquidation of partnerships and capital companies and fixing the rate of fees for this purpose.
Article 1248. When a general meeting is prescribed in this chapter, it means:
Article 1249 The company is deemed to subsist after its dissolution to the extent that it is necessary for the purposes of liquidation.
Article 1250 The mission of the liquidators is to settle the affairs of the company, to discharge its debts and to distribute its assets.
Section 1251 . When the company is dissolved for any reason other than bankruptcy, the managing partners or directors become liquidators, unless otherwise provided by the partnership agreement or by the company's regulations.
If there are no liquidators under the previous provision, one or more liquidators are appointed by the court at the request of the public prosecutor or any other interested person.
Article 1252 The managing partners or administrators retain as liquidators the same respective powers that they had as managing partners or administrators.
Article 1253 Within fourteen days following the date of dissolution or, in the case of liquidators appointed by the court, within fourteen days following the date of their appointment, the liquidators must:
Article 1254 The dissolution of the company and the names of the liquidators must be registered within fourteen days from the date of the dissolution by the liquidators.
Article 1255 The liquidators must, as soon as possible, draw up a balance sheet, have it examined and certified by the auditors and convene a general meeting.
Article 1256 The purpose of the general meeting is:
The general meeting may enjoin the liquidators to carry out an inventory or to do whatever it deems useful for the settlement of the company's business.
Article 1257 Liquidators not appointed by the court may be dismissed and replaced by a unanimous vote of the partners or by the general meeting of shareholders. Liquidators, whether or not appointed by the court, may be removed and replaced by the court at the request of one of the partners or shareholders representing one-twentieth of the paid-up capital of the company.
Section 1258 . Any change among the liquidators must be registered, within fourteen days of the date of the change, by the liquidators.
Section 1259 . The liquidators have the power:
Section 1260 . No limitation of the power of the liquidators is opposable to third parties.
Article 1261 Unless the general meeting or the court decides otherwise when appointing the liquidators, no act of the liquidators is valid unless it is performed by them jointly.
Section 1262 . The resolution of the general meeting or the decision of the court authorizing one or more trustees to act separately must be registered within fourteen days of its date.
Article 1263 All the costs, charges and expenses that the liquidation has occasioned to the property must be paid by the liquidators in preference to other debts.
Article 1264. If a creditor does not demand payment, the liquidators must deposit the sum due to him as stated in the provisions of the Code concerning deposit instead of execution.
Article 1265 The liquidators may demand from the partners or shareholders the payment of the part of their contributions or their shares which is still unpaid and this part must be paid immediately, even if it has been previously agreed by the partnership contracts. or the rules of the society it would be called at a later time.
Article 1266 If the liquidators ascertain that after the payment of all the contributions or shares, the assets are insufficient to meet the liabilities, they must immediately request the court to declare the company bankrupt.
Article 1267. The liquidators must deposit every three months at the registration office a report of their activities, indicating the situation of the accounts of the liquidation. This report is made available free of charge to partners, shareholders or creditors for consultation.
Article 1268. If the liquidation continues for more than one year, the liquidators must convene a general meeting at the end of each year from the beginning of the liquidation and file before this meeting a report of their activities and a detailed report. of the situation.
Article 1269 The property of the company may be distributed among the partners or shareholders only insofar as it is not necessary for the performance of all the obligations of the company.
Article 1270 As soon as the affairs of the company are entirely liquidated, the liquidators draw up a liquidation account indicating the manner in which the liquidation took place and the manner in which the property of the company was alienated; they then convene the general meeting to present the account and give all explanations on this subject.
After approval of the account, the deliberations of the meeting must be recorded within fourteen days of its date by the liquidators. This registration is worth closure of the liquidation.
Article 1271 After the liquidation, the books, accounts and documents of the liquidated company are deposited within the fourteen days provided for by the preceding article at the office of the clerk where they are kept for ten years after the end of the liquidation.
All these books, accounts and documents can be consulted free of charge by anyone interested.
Article 1272 No action for payment of debts owed by the company or by the partners, shareholders or liquidators as such may be brought more than two years after the end of the liquidation.
Article 1273 The provisions of articles 1172 to 1193 and 1207 apply mutatis mutandis to general meetings held during liquidation.
Article 1273/1. Where the Registrar has reasonable grounds to believe that a registered general partnership, limited partnership or partnership does not carry on business or is not in operation, he shall send to the partnership, by post with acknowledgment of receipt, a letter asking if the company carries on a commercial activity or is in business and informing it that in the absence of a response within thirty days from the date of sending the letter, a notice will be published in a newspaper to remove the name of the company from the register.
If the Registrar receives a reply from the company stating that it is not carrying on business or not in business, or if he does not receive a reply within thirty days of the letter being sent, he may publish at least once in one of the local newspapers, and send to the company by post with acknowledgment of receipt, a notice stating that at the expiration of a period of ninety days from the date of dispatch of this notice, the name of the company mentioned in the notice will, unless proven otherwise, be struck from the register.
Section 1273/2. If, in the case where a company has been dissolved and is in the process of being liquidated, the Registrar has good reason to believe that no liquidator is acting or that the affairs of the company are entirely liquidated, and that the declarations of liquidation have not been made by the liquidator or the recording of the completion of the liquidation process has not been requested by the liquidator, the clerk may send a letter by post with return receipt to the company and the liquidator at its last known place of business, requiring the appointment of an interim liquidator, the presentation of returns or the recording of the closing of the liquidation, as the case may be, and advising them that if the action is not carried out within one hundred and eighty days from the date of mailing, a notice will be published in a newspaper to remove the name of the company from the register.
If the company or the liquidator does not take the measures within the period prescribed in the preceding paragraph, the clerk publishes at least once in a local newspaper and sends by post with acknowledgment of receipt to the company and the liquidator a notice indicating that at the expiration of a period of ninety days from the date of dispatch of this notice, the name of the company mentioned therein will, unless there is a reason to the contrary, be struck off the register.
Section 1273/3. Upon expiry of the period mentioned in the notice referred to in Article 1273/1 or Article 1273/2, the Registrar may, unless there is a reason to the contrary previously demonstrated by the company or the liquidator, strike off the name of the company from the register and, following this deletion, the company loses its status as a legal person, it being understood that the liability of each managing partner, partner, director, general manager and shareholders is maintained and can be implemented as if the company had not lost its status as a legal person.
Section 1273/4. If a partnership, partner, corporation or any shareholder or creditor thereof feels unjustly aggrieved by the striking off of the partnership or corporation, the court may, on the application of the partnership, of the partner, company, shareholder or creditor, if he is convinced that the general partnership or the company was, at the time of the cancellation, in activity or in operation, or that he is just that the general partnership or the company be re-entered on the register, order that the name of the company be re-entered on the register and, thereupon, the general partnership or the company shall be deemed to have continued in existence as if its name had not been struck off the register; and the court may, by order, give such directions and take such steps as seem just to place the company and all other persons in the same position as if the name of the company had not been struck off.
Any request for reinstatement of the name of the company in the register cannot be presented after the expiry of a period of ten years from the day on which the name was struck off by the registrar".
