Changing a company director
Changing a company director in Thailand involves several steps and must comply with the Thai Civil and Commercial Code and the Department of Business Development (DBD) requirements. Here’s a step-by-step guide:
1. Check the Company’s Articles of Association (AoA)
❏ Review the AoA for any specific rules on appointing or removing directors.
❏ Some companies may require shareholder approval for director changes.
❏ Some companies may require shareholder approval for director changes.
3. Prepare Required Documents
❏ Form Bor.Or.J. 5 (Application for Director Change) – signed by an authorized person.
❏ Updated List of Directors (with new director’s details).
New Director’s Acceptance Letter (consent to act as director). ❏ Resignation Letter (if the director is resigning).
❏ Copy of the New Director’s ID Card (Thai national) or Passport (foreigner).
❏ Copy of the House Registration (Thai director) or Work Permit/Non-Immigrant Visa (foreign director, if applicable).
❏ Latest Company Affidavit (if required by DBD).
❏ Updated Shareholder List (if changes affect shareholding).
❏ Updated List of Directors (with new director’s details).
New Director’s Acceptance Letter (consent to act as director). ❏ Resignation Letter (if the director is resigning).
❏ Copy of the New Director’s ID Card (Thai national) or Passport (foreigner).
❏ Copy of the House Registration (Thai director) or Work Permit/Non-Immigrant Visa (foreign director, if applicable).
❏ Latest Company Affidavit (if required by DBD).
❏ Updated Shareholder List (if changes affect shareholding).
5. Update Other Government Agencies (if applicable)
❏ Revenue Department: Update director details for tax purposes.
❏ Social Security Office (SSO): If the director was registered as an employee.
❏ Bank Accounts: Inform the company’s bank about the change.
2. Hold a Shareholders’ Meeting (if required)
❏ If shareholder approval is needed, convene a general meeting and pass a resolution to:
- Remove the outgoing director (if applicable).
- Appoint the new director(s).
❏ Prepare meeting minutes signed by the chairperson.
- Remove the outgoing director (if applicable).
- Appoint the new director(s).
❏ Prepare meeting minutes signed by the chairperson.
4. Submit Documents to the DBD
❏ File the documents at the Department of Business Development (DBD) or via the DBD e-Filing system (https://www.dbd.go.th).
❏ Pay the applicable filing fee (usually THB 500–1,000).
❏ Pay the applicable filing fee (usually THB 500–1,000).
6. Public Record Update
❏ The DBD will update the company’s registration details, and the change will be reflected in the Company Affidavit.
Additional Notes for Foreign Directors
❏ Foreign directors must have a valid work permit (unless exempt). ❏ Some businesses may require Foreign Business License (FBL) or Foreign Business Certificate (FBC) updates.
Processing Time
❏ 1–3 working days if filed online (DBD e-Filing).
❏ 3–7 days if submitted in person.
Penalties for Non-Compliance
❏ Failure to report director changes may result in fines (up to THB 50,000).
Additional Notes for Foreign Directors
❏ Foreign directors must have a valid work permit (unless exempt). ❏ Some businesses may require Foreign Business License (FBL) or Foreign Business Certificate (FBC) updates.
Processing Time
❏ 1–3 working days if filed online (DBD e-Filing).
❏ 3–7 days if submitted in person.
Penalties for Non-Compliance
❏ Failure to report director changes may result in fines (up to THB 50,000).
Would you like assistance with drafting the required documents?
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