Articles of the Condominium Juristic Person Of "The ___ Condominium Juristic Person”
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Sample articles of the condominium juristic person (off-plan), condominium regulations to be approved in the first meeting of the joint owners (under 9).
Chapter I
General Provision
Section 1. This article is called the “Article of Condominium Juristic Person; ___ and this condominium juristic person is called, in Thai; ___________, and called in English; the “______ ______”.
This _____ Condominium Juristic Person have its head office located at no _____, Thailand and also have its objective as described herein.
Section 2 Definitions and Interpretations
2.1 Definitions
Unless the context requires otherwise, the capitalized terms used in this article shall have the following meanings.
- “Alien” means, at the time of registering the transfer of ownership over the Unit, (i) with respect to an individual, a natural person not having Thai nationality, or (ii) with respect to a juristic person, a juristic person having its head office situated outside Thailand or (iii) a juristic person not having their majority shareholders to be a Thai nationality; “Condominium” means the building and all its structure managed by The Condominium Juristic Person in accordance with this Article;
- “Condominium Juristic Person” means “_____ Condominium Juristic Person;
- “Committee” means the person and/or group of persons, which has been appointed by the Joint Owner in accordance with the provision of this Article to perform the duties, among other things, to supervise responsibilities of the Manager;
- “Common Property” means (i) all parts and area of the Condominium, which is not the Private Property, and (ii) any other asset or area, which is for the common use of all Joint Owners, or (iii) any other asset, which may be agreed by the Manager from time to time as the Common Property;
- “Manager” means [insert name], which is the manager of the Condominium Juristic Person;
- “Majority Joint Owner” means the Joint Owner representing not less than two-third of the Total Owner Voting Rights
- “Personal Property” means (i) Units and structures which have been separated and arranged to be owned by the owner of each Unit and, (ii) all other property or things, which is not the Common Property;
- “Qualified Committee” means the following person, whose is eligible to be elected as the member of the Committee; (a) Joint Owner or their spouse;(b) The guardian or the like, in the event that such Joint Owner has no power to legally enter into an agreement as allowed under Thai laws; and(c) The authorized representative, if the Joint Owner is a juristic person.
- “Qualified Joint Owner” means the Joint Owner representing 25 per cent of the Total Owner Voting Rights.
- “Joint-Owner” collectively means the owner of each Unit or their representative, in case that such Owner is the juristic person;
- “Total Owner Voting Rights” means the total number of ownership in the Common Property of all Joint Owner calculating at any time.
- “The Condominium Act” means the Condominium Act B.E. 2522, ____, including all of its amendment or supplements to be made from time to time.
- “Unit” means each part of the Condominium, which is permitted by law to have a separate title deed and such title deed is able to separately transfer to each transferee, whether being individual or juristic person. Regarding this Condominium Juristic Person, ________, the total Units thereof shall be in the number of ____ Units. To avoidance of doubt, each relevant Unit shall not cover the Common Property Area; and ____.
Section 3 The Unit shall only be utilized for the residential and commercial purposes only.
Section 4 This article shall have a legal binding effect upon all Joint Owner, the Mortgagee, the lessee from the Joint Owner, any other persons live temporarily or permanently in each Unit, including all other visitors to each Unit or to the Condominium.
Section 5 Except the context required otherwise, all other provisions of the Condominium Act shall be applied hereto as the article of this Condominium.
Chapter II
Objective
Section 6 The Condominium Juristic Person has its objectives to manage and to maintain, in accordance with the resolution of the Annual General Meeting of the Joint Owner in any, the Common Property with the power to do any acts for the benefits of such objectives and shall have all power as designated or otherwise to implement the resolutions of the Joint Owner of the Condominium Juristic Person.
Section 7 The power vested in the Condominium Juristic Person as mentioned in Section 6 are including without limitation the following:
7.1 to perform the maintenance and to keep in the good shape and conditions for all of the facilities and Common Area of the Condominium so that such relevant facilities and Common Area will be in a ready status to serve all Joint Owner. In order to fulfill this duty, the Manager may charge any actual expenses to all such Joint Owner;
7.2 to perform or render any security services to all Joint Owners, including the Manager may at the cost of all Joint Owners to enter into any insurance on the whole or any part of the Condominium with any insurance company that the Manager deems appropriate;
7.3 to sub-delegate or to enter into any contract with any person or any juristic person that the Manager deems appropriate in order that such person shall perform all duties of the Manager on behalf of the Manager. In this event, the Manager shall be responsible for all actions of such person as if all such actions have been performed by the Manager itself;
7.4 to initiate or commence any legal actions or legal proceeding in any court of competent jurisdiction or in any administrative body or in any arbitration in order to protect or to preserve any interest of the Condominium or of all Joint Owners;
7.5 to have any other power given to it by the laws of Thailand; and
7.6 to have any other power as given to it from time to time by the Joint Owners.
Chapter III
Personal Property and Common Property
Section 8 The Condominium Juristic Person has no liability and responsibility to monitor and to look after the well being of the Personal Property of each owner. The Condominium Juristic Person shall accept no liabilities and shall indemnify no cost and damages, should such Personal Property is lost or damages by any other reason except the wilful misconduct or gross negligence of the Condominium Juristic Person.
Section 9 The Condominium Juristic Person shall be responsible for the monitoring and the maintenance of the Common Property of the Condominium Juristic Person. Any costs and expenses incurred by the Condominium Juristic Person as a result of these duties shall be indemnified by the fund to be set up in accordance with Chapter VI of this Article.
Section 9/1 The owner of each Unit shall be able to use, to exercise and to manage its ownership over the relevant Unit in any ways as they deem appropriate provided always that such usage shall be subject to the following restrictions:
9/1.1 The usage of each unit shall be in accordance with and comply with the provisions hereof;
9/1.2 The usage of each unit shall be subject to the regulations of the usage of the Condominium, which will be prepared by the Manager and approved by the first meeting of the Joint Owners; and
9/1.3 The meeting of the Joint Owner may from time to time have the power to amend or revoke in whole or in part or to additionally set up the regulation as mentioned above.
Section 9/2 The usage of the Common Property shall be subject to the following regulations. The Manager shall under the supervision of the Committee have the right to control and to implement such usage in accordance with the following regulation as well.
9/2.1 The usage of the Common Property shall be in accordance with and comply with the provisions hereof;
9/2.2 The usage of the Common Property shall be subject to the regulations of the usage of the Condominium, which will be prepared by the Manager and approved by the first meeting of the Joint Owners; and
9/2.3 The meeting of the Joint Owner may from time to time have the power to amend or revoke in whole or in part or to additionally set up the regulation as mentioned above.
Chapter IV
The Manager and the Management of the Condominium
Section 10 The management of the Condominium shall be made, under the supervision of the Committee, by the Manager. The appointment of the Manager shall be made by the General Meeting of the Joint Owner, the meeting of which will be held in accordance with the procedure in Chapter V hereof.
The resolution of the General Meeting to appoint the Manager shall be simple majority voting and shall be in accordance with the Condominium Act. When being appointed, the Manager shall be in duty for a period of two (2) years.
The Manager may be re-appointed except that the Manager cannot be re-appointed, if that relevant Manager has been in duties already for two terms, four (4) years.
Should the position of the Manager is vacant prior to the end of the two (2) years period, the following person shall be the Acting Manager till the newly appointed Manager shall join the place.
Section 11 The Manager may be an individual or a juristic person. In the event that the juristic person has been appointed as the Manager, such juristic person shall further appoint the individual to act in its capacity as the Manager. This individual may be an authorized director, a director or any member of such juristic person.
The office of the Manager shall be at the location of the Condominium.
Section 12 The Manager shall have the following duties, provided that the Manager shall require the approval of the General Meeting of the Joint Owner with respect to the decision as to the issues as mentioned in Section 15:
12.1 To monitor, control, maintain and to keep it in the good conditions of all Common Property;
12.2 To charge all costs and expenses from any or all Joint Owners in order to efficiently perform its duties as mentioned herein;
12.3 To properly record and keep in safe place of all account books and necessary documents in relation to the Common Property so that any Joint Owners may at any time with the reasonable notification in advance confirm and check its substances;
12.4 In the event of emergencies, the Manager may perform any and all act and things including enter into any agreement with a third party in order to protect the safety of the Joint Owner;
12.5 To call for the meeting of the Joint Owner;
12.6 To have any other power given to it by the laws of Thailand; and
12.7 To have any other power as given to it from time to time by the Joint Owners.
Section 13 The Manager shall be released and retired from its duties and/or shall not be allowed to continue performing in its duties, should the Committee in its due and reasonable opinion indicate that the following event occurs and is continuing:
- 13.1 If the Manager is an individual, when the Manager is deceased;
- 13.2 The Manager fails to comply with or violates the covenants, representations, terms or conditions provided herein;
- 13.3 The Manager is unable (or is deemed unable for the purposes of any applicable Law) to pay any of its debts as they fall due, ceases or suspends generally payment of its debts or announces an intention to do so, or commences negotiations with, or makes a proposal to do so, any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors or a moratorium is declared in respect of the indebtedness of the borrower;
- 13.4 The Manager takes any action that results in the cessation of the whole or any substantial part of the business of the Manager;
- 13.5 At any time it is or becomes unlawful for the Manager to perform or comply with any or its entire obligation hereunder any of the obligations of the Manager hereunder are not or cease to be legal, valid and binding;
- 13.6 The court issues a receivership order against the properties of the Manager, or the Manager is under the seizure or attachment order against its properties by the competent official, or the Manager takes such action which may cause it to be sued in a bankruptcy case, or the Manager files an application to have itself adjudged bankrupt or makes a compromise with its creditors, or the Manager or any person files an application for the rehabilitation of the business of the Manager under the bankruptcy law; and
- 13.7 The Majority Joint Owners has its resolution to remove the Manager from its duties hereunder.
Chapter V
The General Meeting of the Joint Owner and the Committee
Chapter V; Part I The General Meeting of the Joint Owner
Section 14 The General Meeting of the Joint Owner shall be held, at the first time, within 6 months after the completion of the Condominium Juristic Person registration. The subsequent meeting shall be held once a year and shall be called the Annual General Meeting of the Joint Owner.
The Annual General Meeting of the Joint Owner shall be called by the Manager.
Should the Manager not call for a meeting within the timing as set out above, the Qualified Joint Owner or the Committee, as the case may be, may call for such meeting.
To be able to consider and approve any issue, the meeting of the Joint Owner shall have its attendance to meet the quorum requirement as set out in Section 15/1.
In casting the votes, each Joint Owner shall have the votes according to the ratios of their relevant ownership in the common property. Subject to Section 15, all matters in consideration by the meeting of the Joint Owner shall be decided by the simple majority votes.
Section 15 The following issues shall only be considered and be approved by the Majority Joint Owner in the Annual General Meeting of the Joint Owner:
15.1 The change, whether decrease or increase, of the cost and expenses of the Common Property to be charged to any or all Joint Owners;
15.2 The change, whether decrease or increase, of the cost and expenses of the facility of the Condominium to be charged to any or all Joint Owners;
15.3 The appointment and the retirement of the Committee; and
15.4 The amendment to this Article.
Section 15/1 At every meeting, The quorum of the General Meeting of the Joint Owner shall consist of the Joint Owner, present in person or by proxy, at least [ ] persons, representing at least 30 percent of the Total Owner Voting Rights.
Section 15/2 If at any time the meeting does not meet the quorum requirement in Section 15/1, that meeting has to be dissolved and will be immediately held on the date being the 14th date after the first meeting.
It is therefore up to the power of the Manager to change the meeting date of the subsequent meeting otherwise, if the Manager has sufficient and reasonable reason to do as such.
Chapter V; part II
The Committee
Section 16 All Joint Owners agree to set up the Committee to supervise and to control the management of the Condominium Juristic Person, which is responsible by the Manager. The Committee may request and / or demand the Manager to report the Committee on any certain issues, which is a direct concern to the public safety and management of the Condominium.
The summarized duty of the Committee may be shown as follow:
(a) The Committee shall have a duty to supervise and to monitor the performance of the Manager hereunder;
(b) The Committee shall complete the review of the budget sent to them by the Manager within November of each year and shall cause the Manager to call for the meeting of the Joint Owner to approve such budget within the December of the same year; and
(c) The Committee shall have any other power given to it by the law or by the meeting of the Joint Owners.
Section 17 The Committee shall be comprised of nine (9) members, all of which has to be the Qualified Committee.
Section 18 The General Meeting of the Joint Owner in their first meeting by Majority Joint Owner shall appoint any of the Qualified Committee to be a member of the Committee. Such meeting may also set up the following requirements of the Committee:
(a) Terms of duty of each member of the Committee;
(b) Retirement and release of duty; and
(c) Any other conditions deem to be necessary by the General Meeting of the Joint Owner.
Section 19 All members of the Committee shall jointly appoint the Chairperson of the Committee. All other terms and conditions not set up otherwise by the General Meeting of the Joint Owner shall be as prescribed by laws.
The schedule of meeting of the Committee shall be as set out by the Chairperson of the Committee but the meeting is required at least two (2) times per year.
Chapter VI
The fund and monetary responsibility of the Joint Owner
Section 20 The fund will be set up among the Joint Owner in order to be used as an expenses for the maintenance and adjustment of the Condominium or to purchase additional Common Property for the benefit of all Joint Owner. Such fund shall comprise of money subscribed from each Joint Owner as details in the second paragraph.
Each Joint Owner shall pay the following expenses;
20.1 The sinking fund expenses as a reserve for management and maintenance of the common property in an amount calculated based on the area of the Unit to be sold at the rate of Baht ___.- (___Hundred Baht Only) per square meter. This expenses shall be paid in one lump sum on the date of transfer of ownership of the relevant Unit to be sold to each relevant Joint Owner;
20.2 Facilities charges in an amount calculated based on the area of the Unit to be sold to each relevant Joint Owner at the monthly rate of Baht ___.- (___ Baht Only) per square meter. This charges shall be paid from time to time as mentioned in Section 20 hereof. Nevertheless, the first payment of the facility charges in the amount of the twelve-month expenditure shall be made in advance on the date of the transfer of the ownership of the Unit to be sold;
This amount in Baht as mentioned in Section 20.2 may be changed from time to time by the resolution of General Meeting of the Joint Owner.
Section 21 Subject to the provisions of Section 20.2, the payments of facilities charges as described in Section 20.2 shall be due and payable in advance once for every twelve months within the third business day of each calendar month being the twelfth month. The payment may be made in cheque or in cash deposited into the account to be notified by the Manager. If such payment will be made in the form of cheque, such cheque shall specify [name of the Condominium Juristic Person] as the payee, shall have a cross with the mark of “A/C Payee Only” at the face of the cheque and shall have its due date on the due date of such payments.
Section 22 The withdrawal of the fund set up in accordance with Section 20 shall only be withdrawn in accordance with the provision of the laws and the Condominium Act and for the purpose of application as payments of the following expenses:
22.1 for the payments of the expenses of the maintenance of the Common Property;
22.2 for the payments of the expenses of the maintenance of the facility of the Condominium;
22.3 for the payments of the expenses of the maintenance of the premium of the insurance of the Common Property; and
22.4 for the payments of any expenses allowed by laws or by explicit agreement of the Majority Joint Owner.
Section 23 The personal expense of each Joint Owner, such as the electricity expenses, water charges, land line telephone charges etc, shall be paid directly by each Joint Owner and will not be paid by the fund.
Section 24 Should the payments subscription of the relevant Joint Owner is failed for any reason whatsoever, such relevant Joint Owner agree that:
24.1 Such Joint Owner shall pay a penalty to the Condominium Juristic Person in the rate of Ten (10) percent per month of the outstanding amount to be due and payable. This penalty shall be calculated on the daily basis of the actual day elapse from the actual due date until the date the relevant Joint Owner has paid such outstanding amount to the Condominium Juristic Person in full;
24.2 In addition to the penalty rate as specified in item 20.1 above, the relevant Joint Owner shall also have to pay to the Condominium Juristic Person the payment notification charges in the rate of Baht 200 per each time of delivery of the payment notification; and24.3 All penalty and charges in this Section shall be due on the same day as the outstanding amount owing to the Condominium Juristic Person.
Chapter VII
Ownership of Alien in the Unit
Section 25 The Aliens that may hold ownership in the Units if such Aliens are legally permitted by the laws of Thailand.
Section 26 The total number of Aliens, individual or otherwise, who owns Unit in the Condominium, at any time, shall not exceed the rate or the amount permitted by the laws of Thailand.
Chapter VIII
Revocation of Condominium
Section 27 The Juristic Condominium shall be dissolved and revoked when any of the following events occur and is continuing:
27.1 All Joint Owners agree to terminate and to revoke this Condominium;
27.2 The Condominium is totally destroyed and is not possible to re-constructed; and
27.3 The Condominium is seized by the court or any administrative order of the Government of Thailand.
Section 28 The consequences of the revocation of this Condominium shall be governed by and be complied with the provision of the Laws of Thailand, if any.
Chapter IX
Waiver
Section 29 Unless it is stipulated otherwise, the waiver to any actions required to be perform of to any conditions to be observed hereunder shall be waived only by the majority voting on the meeting of the Joint Owners.
