THAILAND Law and Practice Contributed by: John Frangos, Nuanchun Somboonvinij, Santhapat Periera and Niti Muangkote, Tilleke & Gibbins
2.7.4 Filing/Registration of Lease Assignments/ Novations It is not specifically required for an aircraft or engine lease assignment and assumption/novation to be reg - istered or filed in the domestic aircraft registry under Thai law. Consent from any government entity is also not required. However, a registration certificate of an aircraft becomes ineffective when there is a change in the possessory right in the aircraft under Section 32 of the Air Navigation Act. Accordingly, where there is a change in the possessory right in the aircraft (ie, where there is a lease assignment and/or assumption/ novation affecting the possessory right), the person who has the possessory right must seek permission for registration from the Minister of Transport as well as apply for registration of the aircraft. A person flying an aircraft that is not registered under Section 30 of the Air Navigation Act will be liable to imprisonment for a term not exceeding one year or a fine not exceeding THB40,000, or both, under Section 68 of the Air Navigation Act. While an aircraft or engine lease assignment and assumption/novation is not specifically required under Thai law, for registration of an aircraft, a natural or juristic person, who applies for aircraft registration needs to hold Thai nationality. Partnerships and Limited Companies A partnership, limited company or public limited com - pany will be registered under Thai law and the princi - pal place of business of the partnership or company will be situated in Thailand. • In the case of an ordinary partnership, all partners will hold Thai nationality. • In the case of a limited partnership, all partners who jointly have unlimited liability will hold Thai nationality and at least 51% of the capital of the partnership will belong to natural persons who hold Thai nationality. • In the case of a limited company or public limited company, the company will not have bearer shares on issue, a majority of its directors will hold Thai nationality and at least 51% of all of the shares will belong to any one or any combination of the fol - lowing persons:
assignor/transferor before the notice was received. If the debtor has a claim not yet due at the time of the notice against the assignor/transferor, the debtor can set off the claim, provided that it would become due no later than the claim assigned/transferred. An assignment/transfer of an obligation performable to order can be set up against the debtor or other third persons only if the assignment/transfer is endorsed on the instrument and the instrument itself is delivered to the assignee/transferee. Novation When the parties concerned have concluded a con - tract changing the essential elements of an obligation, this obligation is extinguished by novation. If a con - ditional obligation is made unconditional, a condition is added to an unconditional obligation or a condition is changed, it is regarded as a change of an essen - tial element of the obligation. A novation by a change of the creditor is also governed by the provisions of the laws concerning the assignment. A novation by a change of the debtor may be affected by a contract between the creditor and the new debtor. However, this novation cannot be performed against the will of the original debtor. If the obligation resulting from a novation does not come into existence (or is annulled) because of an illegality or because of some reason unknown to the parties, the original obligation is not extinguished. 2.7.3 Enforceability of Lease Assignments/ Novations There is no specific requirement under Thai law that an aircraft or engine lease assignment and assumption/ novation must be translated, certified, notarised or legalised to be enforceable against a domestic party. However, in the event of enforcement, certified Thai translations of the whole or any material part of the aircraft or engine lease assignment and assumption/ novation and any relevant agreements or documents may have to be submitted and attached to the origi - nals thereof when they are submitted as evidence to a Thai court.
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