Thai Civil & Commercial Code Part 1
- Codex Bureau
- Jan 27
- 14 min read
BOOK I: GENERAL PRINCIPLES
TITLE I: General Provisions
Application of Law (Section 4):
Use laws based on letter and spirit.
If unclear, use analogy or general legal principles.
Example:If no law governs drone usage, apply similar principles from other aviation laws.
Good Faith (Sections 5-6):
Everyone must act in good faith (Section 5).
People are presumed to act in good faith (Section 6).
Mnemonic: "Good Faith Guides All"
Everyone’s actions must align with good intent.
Interest Rates (Section 7):
Default interest rate = 7.5% per year, unless otherwise specified.
Mnemonic: "Default Rate is Lucky 7.5"
Force Majeure (Section 8):
An event that can’t be avoided even with proper care (e.g., natural disasters).
Example: A contract breach due to a tsunami would likely qualify as force majeure.
Signature Requirements (Section 9):
A document doesn’t have to be handwritten but must have the person’s signature or equivalent (e.g., fingerprint + 2 witnesses).
Interpretation (Sections 10-13):
Prefer effective clauses over ones that nullify the document (Section 10).
Doubts favor the party who incurs the obligation (Section 11).
Disagreements in numbers: Letters prevail over figures (Section 12).
If multiple discrepancies, lowest value applies (Section 13).
Language Priority (Section 14):
Thai version of a document governs in case of discrepancies.
Simplified Summary Table
TITLE II: PERSONS
CHAPTER I: Natural Persons
Part I: Personality
Start and End of Personality (Section 15):
Begins with live birth.
Ends with death.
Rights for unborn children if born alive.
Mnemonic: "Life Starts Breathing"
Age Calculation (Section 16):
Use birthdate.
If only the birth month is known, use the 1st day of that month.
Common Peril Deaths (Section 17):
People perishing in the same peril are presumed to die simultaneously.
Example: Two passengers missing in a plane crash.
Name Disputes (Section 18):
If someone uses your name unauthorized, you can demand it stop or request an injunction.
Simplified Mnemonics for Personality
Life Starts Breathing: Personality = Live birth to death (Section 15).
First of the Month Rule: Use 1st day if birth date unknown (Section 16).
Simultaneous Tragedy: Assume all perished at the same time in common peril (Section 17).
CHAPTER II: Capacity
Age of Majority (Sections 19-20):
Full legal capacity at 20 years old or upon marriage.
Mnemonic: "Married at 20 = Fully Free"
Minors’ Rights (Sections 21-27):
Need guardian consent for most acts (Section 21).
Exceptions: Rights-acquiring acts, strictly personal acts, or daily needs (Sections 22-24).
Minors can make a will at age 15 (Section 25).
Property Disposal:
With guardian permission, minors can manage specific properties (Section 26).
Minors can run businesses with guardian or court permission (Section 27).
Simplified Mnemonic for Capacity
"20 = Fully Free, 15 = Wills Allowed"
Simplified Table for Capacity
CHAPTER II: JURISTIC PERSONS
PART I: General Provisions
Existence of Juristic Persons (Section 65):
A juristic person exists only by law (under this Code or other laws).
Rights and Duties (Sections 66-67):
Rights and duties are defined by law, regulations, or constitutive acts (Section 66).
Juristic persons have the same rights and duties as natural persons, except for actions limited to natural persons (e.g., marriage) (Section 67).
Mnemonic: "Law Defines Rights" – Juristic persons only exist and operate as per the law.
Domicile (Sections 68-69):
Domicile = Principal office or chosen address in regulations (Section 68).
Branch office = Domicile for actions performed there (Section 69).
Example: A company based in Bangkok with a Chiang Mai branch can treat the Chiang Mai branch as its domicile for local contracts.
Representation (Sections 70-71):
Juristic persons must have representatives as specified in their constitutive acts or regulations.
Decisions = Majority of representatives (Section 71).
Representative Powers and Vacancies (Sections 72-75):
Changes to representatives take effect only after legal compliance (Section 72).
Conflicts of interest invalidate representation power (Section 74).
If representatives cannot act, courts appoint temporary or special representatives (Sections 73, 75).
Liability for Damages (Section 76):
Juristic persons compensate for damages caused by representatives while performing their duties.
If actions exceed their lawful scope, representatives are personally liable.
Mnemonic: "Scope Limits Liability" – Stay within your powers to avoid personal liability.
Agency Rules Apply (Section 77):
Agency laws govern relationships between juristic persons, their representatives, and third parties.
Summary Table for Juristic Persons
PART II: ASSOCIATIONS
Formation and Registration
Definition (Section 78):
Associations are created for non-profit, collective activities.
Regulations and Name (Sections 79, 81-83):
Must have clear rules, e.g., name, objectives, membership terms, fees, and management structure (Section 79).
At least three members must apply for registration, along with a list of ten potential members (Section 81).
Once registered, the association becomes a juristic person (Section 83).
Registrar's Powers (Sections 82, 84-85):
Registrar ensures regulations comply with the law and issues a certificate.
Any changes in regulations or directors must be registered (Section 85).
Mnemonic: "Rules, Register, Recognized" – Proper rules and registration grant legal recognition.
Management
Director and Committee Roles (Sections 86-88):
The committee manages the association's affairs under general meeting supervision (Section 86).
Activities are valid even if directors' qualifications are later disputed (Section 88).
Membership Rules (Sections 89-92):
Members can inspect association affairs (Section 89).
Withdrawal or non-payment of fees affects membership (Sections 90-91).
Members' liability is limited to unpaid subscriptions (Section 92).
Meetings and Decision-Making (Sections 93-100):
General Meetings must occur annually, with special meetings as required (Sections 93-94).
Decisions = majority vote unless otherwise stated in regulations. Ties are resolved by the chairman's casting vote (Section 97).
Resolutions conflicting with regulations or laws can be canceled by the court (Section 100).
Mnemonic: "Meet, Vote, Validate" – Associations need meetings, fair votes, and compliance with rules.
Dissolution
Causes of Dissolution (Sections 101-106):
Dissolution occurs due to reasons like bankruptcy, non-compliance, or resolutions to dissolve (Section 101).
Remaining assets transfer to another charity or the state (Section 107).
Summary Table for Associations
PART III: FOUNDATIONS
Formation and Registration
Definition (Section 110):
Foundations are created for public benefit with dedicated property.
Regulations (Sections 111-113):
Must include details like the name, objectives, property, and management structure.
The word "foundation" must appear in its name (Section 113).
Registration (Sections 114-115):
Registration requires proper documentation, ensuring compliance with the law.
If regulations conflict with public order or good morals, registration can be denied.
Mnemonic: "Charity, Clear Rules, Comply" – Foundations must have charitable purposes, clear regulations, and legal compliance.
Management
Director Roles (Sections 123-125):
Foundations are managed by a committee.
Directors must be suitable, and changes require registration.
Supervision (Section 128):
The registrar has powers to inspect foundation activities and ensure compliance.
Dissolution
Causes of Dissolution (Sections 130-134):
Reasons include objectives being fulfilled or legal violations (Section 131).
Remaining assets transfer to another charity or the state (Section 134).
Summary Table for Foundations
TITLE III: THINGS
Key Sections and Concepts
Things and Property
Things (Section 137): Corporeal objects.
Property (Section 138): Includes both corporeal and incorporeal objects.
Mnemonic: "Things are Tangible, Property is Broader."
Types of Property
Immovable Property (Section 139): Land and permanently attached objects.
Movable Property (Section 140): Everything else (e.g., vehicles, furniture).
Example: A house = immovable; a car = movable.
Divisible vs. Indivisible Things (Sections 141-142)
Divisible: Can be split into parts (e.g., a loaf of bread).
Indivisible: Cannot be split without changing its essence (e.g., a painting).
Things Outside Commerce (Section 143):
Things that cannot be owned or sold (e.g., public parks, national monuments).
Component Parts and Accessories (Sections 144-147)
Component Parts: Essential and inseparable (e.g., walls of a house).
Accessories: Attached but not essential (e.g., house keys).
Fruits of a Thing (Section 148)
Natural Fruits: Produced by the thing itself (e.g., crops, milk).
Legal Fruits: Benefits derived through legal arrangements (e.g., rent).
Summary Table for TITLE III: THINGS
TITLE VI: JURISTIC ACTS
CHAPTER I: General Provisions
Definition (Section 149):
Juristic acts = voluntary lawful acts that create, modify, transfer, preserve, or extinguish rights.
Mnemonic: "Acts Define Rights."
Void Acts (Sections 150-152):
Void if:
Prohibited by law, impossible, or immoral (Section 150).
Not in legal form (Section 152).
Example: A contract for selling illegal drugs is void.
Voidable Acts (Section 153):
Acts are voidable if the party lacks capacity (e.g., minors, incompetent persons).
CHAPTER II: Declaration of Intention
Intent and Validity (Sections 154-158):
Declarations of intention are not void unless:
Hidden intention is known (Section 154).
Fraud or mistake as to essential elements occurs (Sections 155-156).
Example: Selling a house while misrepresenting its size = fraud.
Fraud and Duress (Sections 159-166):
Fraud = intentional deceit (Section 159).
Duress = imminent and severe threat (Section 164).
Good Faith (Section 160):
Fraud cannot be set up against third parties acting in good faith.
CHAPTER III: Void and Voidable Acts
Void Acts (Sections 172-174):
Cannot be ratified (Section 172).
Void if any part of the act is illegal (Section 173).
Voidable Acts (Sections 175-181):
Can be avoided by eligible parties (e.g., minors, persons under duress).
Avoidance must happen within one year (Section 181).
Mnemonic: "Voidable = Fixable."
CHAPTER IV: Conditions and Time
Conditions (Sections 182-190):
Precedent Condition: Act effective once fulfilled (Section 183).
Subsequent Condition: Act ends once fulfilled.
Time (Sections 191-193):
Time for performance starts when agreed and ends as specified.
Default = Time benefits debtor unless specified otherwise (Section 192).
TITLE V: PERIODS OF TIME
Calculation of Time (Sections 193/1-193/8):
Days, Weeks, Months: Count begins the day after (Section 193/3).
Holidays = Extend time to the next working day (Section 193/8).
Mnemonic: "Count Tomorrow, Respect Holidays."
TITLE VI: PRESCRIPTION
CHAPTER I: General Provisions
Definition (Section 193/9):
Claims are barred if not enforced within the legal period.
Starting and Interrupting Prescription (Sections 193/12-193/17):
Starts when the claim is enforceable (Section 193/12).
Interrupted by acknowledgment, partial payment, or legal action (Section 193/14).
Special Cases (Sections 193/19-193/23):
Minors or Incompetents: Prescription extends until they regain capacity.
Spouses: Prescription extends for one year after marriage dissolution.
Mnemonic: "Special People, Special Extensions."
CHAPTER II: Period of Prescription
Timeframes
Default: 10 years (Section 193/30).
Special cases:
Claims for goods or services = 2 years.
Government taxes or judgments = 10 years (Section 193/31).
Summary Table for Key Timeframes
TITLE I: GENERAL PROVISIONS
CHAPTER I: Subject of Obligations
Obligation Defined (Section 194):
A creditor can demand performance (action or forbearance) from a debtor.
Mnemonic: "Creditors Can Claim Actions or Abstentions."
Quality of Obligation (Section 195):
If unspecified, the debtor delivers medium quality goods.
Currency of Payment (Sections 196-197):
Foreign currency debts may be paid in Thai currency at the current exchange rate.
If currency is no longer valid, treat it as unspecified.
Example: A debt in U.S. dollars can be settled in Thai Baht.
Elective Obligations (Sections 198-202):
Debtor chooses the type of performance unless agreed otherwise.
If election isn’t made in time, the choice passes to the other party.
Mnemonic: "Election Defaults to the Other."
CHAPTER II: Effect of Obligations
PART I: Non-Performance
Timing of Performance (Sections 203-204):
If no time is set, performance is due immediately.
If a time is set, default occurs without warning after the deadline.
Example: Rent due on a fixed date—failure to pay = default without notice.
Exceptions to Default (Sections 205-207):
A debtor is not in default if circumstances beyond their control prevent performance.
A creditor is in default if they unjustifiably refuse performance.
Compulsory Performance (Section 213):
If a debtor fails to perform, the creditor can ask the court for enforcement or claim damages.
Compensation for Damages (Sections 215-222):
A debtor must compensate the creditor for damages caused by non-performance.
Default interest = 7.5% per annum unless otherwise agreed (Section 224).
Example: If goods aren’t delivered, the creditor can claim costs and additional losses caused by delays.
CHAPTER III: Subrogation
Definition (Section 226):
A third party can assume the creditor's rights if they pay the debt.
Example: A guarantor paying off a loan steps into the creditor’s position.
Key Rules (Sections 227-232):
Subrogation can occur automatically or by agreement.
Substitute property (e.g., insurance payout) is treated as the original property.
CHAPTER IV: Cancellation of Fraudulent Acts
Fraudulent Acts (Section 237):
Creditors can request the court to cancel acts by the debtor that harm their claims.
Exception: If the enriched party acted in good faith, cancellation isn’t allowed.
Mnemonic: "Fraud Is Cancelable Except for Good Faith."
Time Limit (Section 240):
Claims must be made within 1 year of discovery or 10 years from the act.
CHAPTER V: Right of Retention
Definition (Section 241):
A creditor may retain property until an obligation is fulfilled.
Example: A repair shop can retain a car until the repair fee is paid.
Key Rules (Sections 242-250):
Retained property cannot be used or damaged without consent.
Right of retention ends when possession is lost or proper security is given.
CHAPTER VI: Preferential Rights
Types of Preferential Rights
General Preferential Rights (Sections 253-258):
Cover common expenses, funeral costs, taxes, employee wages, and daily necessities.
Mnemonic: "CFTED" – Common benefit, Funeral, Taxes, Employee wages, Daily necessities.
Special Preferential Rights in Movables (Sections 259-272):
Include obligations for lodging, carriage, preservation, or sale of movables.
Example: Hotel owners have a preferential right over guest luggage for unpaid bills.
Special Preferential Rights in Immovables (Sections 273-276):
Include preservation, work done, or sale of immovables.
Example: A builder can claim unpaid dues against the property value increase they caused.
Ranking of Preferential Rights (Sections 277-280):
Special preferential rights take precedence over general rights.
Summary Table for Preferential Rights
CHAPTER VII: Extinction of Obligations
CHAPTER III: Plurality of Debtors and Creditors
Key Principles
Divisible Obligations (Section 290):
Rule: If several persons owe or are entitled to divisible performance, each is liable or entitled only to an equal share.
Example: Three tenants equally liable to pay THB 9,000 rent = THB 3,000 each.
Joint Debtors (Sections 291-297):
If several persons owe an obligation (e.g., as guarantors), the creditor can demand full performance from any one debtor.
Example: Three co-guarantors owe THB 90,000; creditor can demand the full amount from one guarantor.
Joint Creditors (Sections 298-302):
The debtor can choose to perform for any one of the joint creditors.
Example: Two siblings inherit joint rights to collect THB 50,000 from a tenant; the tenant can pay either sibling.
CHAPTER IV: Transfer of Claims
Key Principles
General Rule (Section 303):
Claims can be transferred unless their nature prohibits it (e.g., personal claims like employment obligations).
Rights Included in Transfer (Section 305):
A claim's related rights (e.g., mortgage, pledge) automatically transfer to the new creditor.
Notice Requirement (Section 306):
The transfer is enforceable against the debtor only after written notice or the debtor's written consent.
Order of Priority (Section 307):
When claims are transferred multiple times, priority goes to the first notified transfer.
CHAPTER V: Extinction of Obligations
PART I: Performance
Who Can Perform (Section 314):
Performance can be made by the debtor or a third person unless expressly prohibited.
Example: A parent repays their child's loan on their behalf.
Where to Perform (Section 324):
Performance location depends on the nature of the obligation:
Specific goods: Where the goods are located.
Money: Creditor's domicile.
Right to Receipt (Section 326):
A debtor is entitled to a receipt and return of documents (if applicable) upon performance.
Partial or Alternative Performance (Sections 320-322):
The creditor can refuse partial or substitute performance unless otherwise agreed.
Example: A landlord can refuse partial rent payment.
PART II: Release
Declaration of Release (Section 340):
An obligation is extinguished if the creditor declares their intention to release it.
If the obligation is in writing, the release must also be in writing.
PART III: Set-off
Definition (Section 341):
If two parties owe obligations of the same kind to each other, they may cancel them out (set-off).
Example: A owes B THB 10,000, and B owes A THB 7,000 → A pays B THB 3,000.
Requirements:
Both obligations must be due and enforceable.
Claims must not involve unlawful acts or be ineligible for judicial attachment.
PART IV: Novation
Definition (Section 349):
A contract replaces an existing obligation with a new one, extinguishing the old obligation.
Example: A loan repayment replaced with an agreement to deliver goods.
Change of Debtor (Section 350):
Requires the creditor’s consent.
PART V: Merger
Definition (Section 353):
When the same person becomes both creditor and debtor, the obligation is extinguished.
Example: A person inherits both sides of a debt.
TITLE II: Contract
CHAPTER I: Formation of Contract
Binding Offers (Sections 354-357):
An offer specifying an acceptance period cannot be withdrawn during that period.
If no period is specified, the offer remains valid for a reasonable time.
Example: A written job offer valid for 10 days cannot be revoked within that timeframe.
Acceptance (Sections 358-361):
An offer is accepted when the acceptance reaches the offeror.
Acceptance with modifications = a new offer.
CHAPTER II: Effect of Contract
Reciprocal Contracts (Section 369):
Each party can refuse performance until the other performs.
Example: A buyer can withhold payment until goods are delivered.
Loss or Damage (Section 370):
Loss of a specific good not caused by the debtor falls on the creditor after the good is identified.
Summary Table for Obligations Extinction
CHAPTER III: Earnest and Stipulated Penalty
Earnest (Sections 377-378):
Purpose of Earnest:
Serves as proof of a contract and ensures the contract’s performance.
Default Rules:
If the party giving the earnest fails to perform, it is forfeited.
If the receiving party fails to perform, the earnest must be returned.
Stipulated Penalty (Sections 379-385):
Definition:
A penalty agreed upon in case of non-performance or improper performance.
Rights of Creditor:
Creditor may demand the penalty instead of performance or as compensation.
If performance is accepted, the penalty can only be claimed if the creditor explicitly reserves the right.
Court's Authority:
Excessive penalties may be reduced by the Court to a reasonable amount.
CHAPTER IV: Rescission of Contract
General Rules (Sections 386-394):
Right to Rescind:
Exercised by a clear declaration to the other party.
Once exercised, it cannot be revoked.
Non-Performance (Section 387):
If one party fails to perform, the other may rescind after notifying the defaulting party and allowing a reasonable time for performance.
Immediate Rescission:
Allowed if time was essential and performance didn’t occur within the specified period (Section 388).
Restoration:
Upon rescission, both parties must restore what was received under the contract.
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