Changing a Company Director

As businesses expand and adjust their operations, the way their leadership is organized can also change. Sometimes, it becomes important to add or remove a director as the company develops. In the case that you find it necessary to add or remove a director from your Thai Limited Company, there are specific steps that should be adhered to to proceed correctly.

Corporate Secretary Change of Registered Address
Changing a Company Director at a glance
Shareholder Approval

Depending on the company's structure and Articles of Association, shareholder approval might be required for changes in directors.

Board Resolution

Typically, a board resolution is passed to officially approve the change in directors. This resolution should be documented and maintained in the company's records.

Director Eligibility

New directors must meet legal eligibility criteria and qualifications. Certain restrictions and disqualifications, as outlined in Thai law, apply to individuals seeking directorship roles.

Why work with VB and Partners?

Embarking on a business venture, especially in a foreign land, can appear overwhelming. At VB & Partners, we understand this challenge and our experts are ready to assist with your needs. Our comprehensive range of services covers every step, from initial business feasibility assessments to complete incorporation and the start of your business operations.

Navigating local laws and regulations is a paramount concern for foreign enterprises. Our tailored solutions alleviate this complexity, ensuring unwavering adherence to legal mandates. Backed by a team well-versed in the intricacies of the Thai market and regulations, ensuring the smooth operation of your business.

VB & Partners takes pride in its assembly of seasoned experts. Ranging from Incorporation, Accounting & Secretary Services to Immigration and Real Estate, VB & Partners stands as your premier destination for all your legal and accounting needs.

What does this package include

  • Prepare the Extraordinary General Meeting: Our experts will prepare the EGM to pass a special resolution regarding the change of the company’s director and/or the director’s authority.
  • Prepare the Shareholder’s meeting: Our experts will prepare the shareholders’ meeting and assist in managing and drafting the minutes for the shareholder meeting.
  • Collecting the documents:  Our team of experts will collect, collate, and fill in all the required documents, ready for the required signature.
  • Filing the documents at the Department of Business Development: We will assist in the registration process for changing the company’s director with the Department of Business Development and liaise with the officer until we receive the approval.
  • Answering any questions about the process for changing a company Director.
In addition to the aforementioned requirements, please note that additional documentation may be necessary during the application process.
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Changing a Company Director
An Extraordinary General Meeting is required
Changes must be registered with the DBD
5 Business Days
Get Started

Excluding official fees and transportation fees

Price: + 7% VAT

What you must know before applying

Resignation Formalities
Outgoing directors should formally resign through a resignation letter submitted to the board. The board should then acknowledge and record the resignation.
Compliance with Regulations
Changes in directors must adhere to relevant regulations, including those related to foreign ownership restrictions and work permits for non-resident directors.
Notification to Government Agencies
he change in directors should be reported to the Department of Business Development (DBD) within 14 days of the change.
Type of Meeting
Upon a Director leaving their position or the appointment of a new Director, the company must organise a Board of Directors or a Shareholders’ meeting. Which type of meeting depends on the circumstances of the company.
Required Documents
Application forms for changing director, a copy of the ID card/passport of both the old and new director (signed) must be filled at the Department of Business Development by the authorized ‘former’ director within 14 days of the change.
Company Strcuture
If the Articles of Association do not specifically mention that the Board of Directors has the authority to make a resolution about the change of the director’s authority, then a special resolution must be passed.

Book a Call with our expert

Up to an hour consultation on the process of setting up a company in Thailand.

We will provide you with information on key areas such as; company structure, taxes, accounting and other general aspects of opening a company in Thailand. We will also answer any other legal questions you may have to provide you with a clear overview.

If some extra research is necessary to answer your questions, our experts will check and revert to you with complementary elements by email.

This consultation is provided by legal experts in English or in French.

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Frequently Asked Questions

What documents are required for changing directors?

The following documents are required to register the change of a company director and the Department of Business Development.

  1. Copy of both the new and old Director’s ID card or Passport.
  2. Copy of the company’s affidavit.
  3. Copy of the shareholders list.
What is the process for calling a shareholders meeting?

To comply with Thai laws, the company must send an Invitation Letter for Meeting to the Shareholders to notify them of the decision to Change theDirector. The letter must be sent to the shareholders by local post and advertised in the local newspaper. This must be done 7 days prior to the meeting date.

What is the difference between a shareholder and a director?

A Shareholder invests in the company and holds the shares, but doesn’t have any power or authorization to manage the company. Directors are appointmented to manage the company on their behalf. Directors can be either a shareholder or an independent party.