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Learn more about Change Company Director

If you plan to appoint new members to the board of directors or replace existing directors, the change in the board of directors would include a resolution to be approved in a shareholders‘ meeting. A newspaper announcement must be published, and notice of meeting must be sent to all shareholders to request an extraordinary meeting of shareholders 14 days before the meeting date. When the meeting is held, the board of directors must report the change in the corporate development department within 14 days from the time of the meeting. The company’s existing (or old) directors would be forced to sign government paperwork to implement this move, while the new director(s) to be added to the board would also have to sign specific papers.

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Table of contents

  1. How to change a company director?
  2. What are the required documents?
  3. Why remove a company director?

How to change a company director?

Step 1 - The shareholders meeting

The company will advertise in a local newspaper the change of director, and will send a letter of invitation to a shareholders meeting. To comply with Thai law, the company must give Shareholders an Invitation Letter to notify the Change of Director. The letter must be sent by local post (with delivery advice) to the shareholders and published in the local papers. This process is to take place in 7 days.

Step 2 - The Director's signature

The company will prepare the application forms, and the director will be asked to sign these documents. If the director stays overseas, he/she will come to Thailand to sign the registration form with a copy of a passport stating the date of arrival, meaning that the signing must take place in Thailand.

Step 3 - The Department of Business Development (DBD)

The business must apply the Change of Manager form to the DBD (Department of Business Development). Within this day, the company will replicate the revised business’s affidavit inside displaying the current director’s board.

  • Remarks:

Depending on the circumstances, the firm must organize a board of directors or a shareholder meeting. Unless it is not stated in the Articles of Association that the board of directors has the power to decide on the reform of the power of the director, then only the meeting of shareholders may take such a decision.

The company must apply registration for both the change of director and the change of authority of the director to the government. It must be submitted to the government within 14 days of the change. To prepare the paperwork, you need to know the name of the resigning director, the name and address of the new director (including a copy of his passport), and the changes to the director (s) signatory powers.

🔗 We provide a Minutes of meeting of shareholders template to change your company director. Please visit our page Minutes of meeting.

What are the required documents?

➤ Copy of the new and previous director’s ID card (if Thai) or copy of the new and previous director’s passport (if foreign)
➤ Copy of the affidavit
➤ Shareholders list copy

Why remove a company director?

His or her tenure is over: one-third of the directors will resign at the Annual General Meeting (AGM). When no other deals are signed, the directors must draw lots in the first two years to resign, and the directors with the longest tenure must resign in the third year. Additionally, the AGM has to name new replacement executives. Shareholders decided to terminate a director (by Shareholders’ Meeting Resolution). The director’s resignation (because of simple resignation, decease, bankruptcy or incapacity).

The triggers that could lead to a company to such a situation may be:

➤ As per the Annual General Meeting, the former director has completed his tenure. It so happens that one-third of the company's directors will resign at the company's annual general meeting. When there is a difference between the directors and they are unable to make a definitive conclusion, a decision must be made in the first two years via the lots drawn by directors to withdraw, and the longest is three years. The Director of Replacement is voted on at the annual meeting
➤ The former managing director has resigned. It can either be a personal (illness) or a professional (better opportunity), bankruptcy, or inability to perform their duties will give them some reasons for resigning
➤ Investors exercised their right to withdraw a director from office

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