The process of changing the director in a Thai company

How to Change the Company Board of Directors?

If you plan to appoint new members to the board or replace existing directors, changing the composition of the board will require a resolution at a shareholders' meeting. To do this, follow these steps:

Step 1 - Shareholders' Meeting

Publish an announcement in the newspaper stating your intention to change the composition of the board of directors. (As of February 2023, only for companies that have issued bearer shares)

Send a notice of the meeting to all shareholders, inviting them to a special meeting 14 days in advance.

Step 2 - Changing the Board of Directors

At the shareholders' meeting, make a decision to change the composition of the board of directors.

The board of directors must notify the Department of Business Development (DBD) of the changes within 14 days of the meeting.

Existing directors of the company must sign the relevant documents to indicate the change in the board's composition.

New directors must also sign special documents.

How to Change the Director of the Company?

To change the director of the company, follow these steps:

Step 1 - Shareholders' Meeting

The company publishes an announcement of the change of director in a local newspaper (since February 2023, only for companies with bearer shares) and sends a letter of invitation to a shareholders' meeting. According to Thai law, the company must send a letter of invitation to shareholders regarding the change of director. The letter must be sent by local mail (with a notice of delivery) to shareholders and published in local newspapers. This process must be completed within 7 days.

Step 2 - Signature by the Director

The company prepares the application forms, and the director will be asked to sign these documents. If the director is abroad, he/she must come to Thailand to sign the registration form with a copy of the passport and the date of arrival. Thus, the signing must take place in Thailand.

Step 3 - Department of Business Development (DBD)

The company must submit the change of director form to the Department of Business Development (DBD). On the same day, the company must submit an amended business affidavit form indicating the current board members.

The company must file an application with the government to register the change of director and change of director's credentials within 14 days of the change. The required paperwork includes the name of the retiring director, as well as the name, address, and a copy of the new director's passport. It is also necessary to indicate changes in the director(s) authority to sign documents.