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How to change a company director in Thailand
As companies grow and scale their operations, their leadership structure can change over time. The addition or removal of a director may become necessary as your business evolves. If you need to change or remove a director from your Thai Limited Company, you must follow a set procedure.
In this article, we will explain how this process works and what needs to be done.
Who can be a company director in Thailand?
The required qualifications for an individual to be a director in Thailand are:
- Must be at least 12 years old (the individual can sign the application and its supporting document by themselves)
- Not mentally incompetent or bankrupt
- Can be a resident or non-resident
How do you change a company director in Thailand?
Upon a Director leaving their position, the company must organise a Board of Directors and/or a Shareholders’ meeting. Which type of meeting depends on the circumstances of the company and any stipulations set out in the Thai Commercial Code or the Articles of Association.
The Thai Commercial Code requires that during every annual general meeting of the shareholders, one third of the directors shall resign by rotation. However, any director who resigns may be re-appointed as the company’s director. It is also possible to appoint a new replacement director during this shareholders’ meeting.
The shareholders are entitled to remove the director from their position prior to the completion of their term through a shareholders’ meeting. Only a resolution passed during the shareholders’ meeting is able to remove the director from their position.
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 resolution must be passed during a Shareholders’ meeting. For this resolution to pass, it must recieve a majority of votes from the shareholders.
Why would a company need to change their directors?
A Thai Limited Company would be required to change their directors for the following reasons:
- The director leaving their position,
- The death of a director,
- The director being declared bankrupt or mentally incompetent,
- The appointment of a new director,
- The removal of a director from their position,
- Retirement or;
- The changing of a director through rotation.
What is the process for changing a company director?
1. The Board of Directors Meeting
The Board of Directors are obliged to call for the shareholders’ meeting in order to pass the resolution regarding the change of the company’s director and/or the authority of the director.
If the company’s Articles of Association stipulate that the Board of Directors are entitled to change the authority of the director, no resolution from the Shareholders Meeting will be required for such change.
Timeline: Notice to call for the Board of Directors Meeting shall be as stipulated in the company’s Articles of Association, not specifically stipulated by law.
2. The Shareholders Meeting
Companies are required to provide adequate notice of the shareholders meeting. Furthermore, such notice must be published in a local newspaper no more than seven days before the date of the meeting.
It is also required to send notice by registered post to shareholders whose names are listed in the register of shareholders. It will be deemed to have been received if the registered post has been sent to the shareholder’s address as listed. This must be done seven days before the meeting.
The shareholders meeting can only be held if one quarter of the company’s shareholders are present.
Timeline: Notice to call for the shareholders meeting shall be sent to the shareholders at least 7 days before the meeting, if not stipulated otherwise in the company’s Articles of Association.
3. Obtain the directors signature
Once the change of director has been approved by the shareholders and/or the Board of Directors meeting, the appropriate forms will be completed. The director in question will be required to sign these documents along with the authorised director(s) of the company. Please note, the director must be physically present in Thailand to sign the required documents.
Timeline: Must be done within 14 days after the resignation of the director.
4. Register the change at the Department of Business Development
After the forms have been completed and signed, they must be filed at the Department of Business Development. Within 24 hours of the filing taking place, the company must update their company affidavit to reflect the change in personnel.
After the resolution has been passed, the application forms for changing director and/or the authority of 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 authorised ‘former’ director within 14 days of the change.
Timeline: One day
Official Fees: Starts from 500 THB per change of director.
What documents are required for changing a company director?
The following documents are required for changing a director in a Thai Limited Company:
- Copies of the new/old directors passport and address.
- Approval letter from the government agencies for the business that are strictly regulated.
- Death certificate (In case of deceased director)
- Court’s order (In case of rehabilitation of the company) .
What happens when a director resigns?
As stated by Thai law, any director who wishes to resign from their position must submit a resignation letter to the company which will take effect from the date that the resignation letter reaches the company. Directors who resign may also notify the Registrar of the resignation within 14 days after the resignation.
The resignation letter must include the director’s declaration to end his status as a company director and signed by the resigning director.
Is it possible to remove a director?
It is possible to remove a director from their position by having a resolution passed via a Shareholders meeting.
Should the director refuse to sign the resignation letter, a shareholders’ resolution to remove the director will be required.
How can Belaws help?
If you need more information about changing company directors in Thailand, why not talk with one of our experts right now.
If you would like to learn more about how our experts can help with your accounting and secretary needs, please check out our full list of services.
Please note that this article is for information purposes only and does not constitute legal advice.
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Frequently asked questions
How much is a work permit in Thailand?
Official fees for a Work Permit in Thailand are 3,000 THB.
How long does it take to get work permit Thailand?
Once you have the correct Visa, the work permit process takes about 10 days to complete.
Are foreigners allowed to work in Thailand?
Yes foreigners can work in Thailand but they require the correct visa and a work permit to do so.
Can I change tourist visa to work permit in Thailand?
Yes it is possible but first the applicant will need to change from a tourist visa to a Non-Immigrant B visa. Once they have the Non-Imm B, they can apply for a Work Permit.
How do I get a 1 year visa for Thailand?
One year Visas are usually available for people who are employed by a Thai company, those married to a Thai national and those who hold a retirement Visa.
How can I live and work in Thailand?
In order to live and work in Thailand you need to have received a job offer from a company who can support your work permit application. Alternatively, you can open your own company in Thailand.
What type of visa is work permit?
A Work Permit is not a Visa, it is a seperate document which allows the holder to legally work in Thailand. In order to get a work permit, holders are required to obtian the relevant visa, in most cases a Non-Immigrant B visa.
How long does a work permit take to process?
Approximately 10 days
How can I get permanent residence in Thailand?
For those wishing to seek permanent residency, they must satisfy one of the following options.
- You have held a Thailand Work Visa and Work Permit for at least three years, and:
- You have an Extension of Stay based on Employment at the time of application
- You have worked at your current company for at least one year at the time of application
- You had a monthly salary of at least 80,000 Baht for two consecutive years or you filed a tax return for an annual income of at least 100,000 Baht for two consecutive years
- You have invested at least 3 Million Baht in a limited or public company in Thailand
- Family: You are a close family member of a Thai citizen (parent, child or spouse)
- Expert: You have at least a BA Degree and are employed in a position in which you have to work in for at least three consecutive years.
How can I stay in Thailand for a year?
One year Visas are usually available for people who are employed by a Thai company, those married to a Thai national and those who hold a retirement Visa.
Can foreigners become Thai citizens?
Yes, it is possible for foreigners to be able to take Thai citizenship, however, there are strict guidelines and requirements which must be satisfied.
How long can foreigners live in Thailand?
This depends on which Visa the foreigner holds. Holders of Non-Immigrant Visas based on Work, Marriage or Retirement can apply for yearly extensions of stay which can be an unlimitied amount of times (as long as they still meet the application requirements). There are also Visas which allow longer periods of stay such as the Thailand Elite Visa as well.
How much money do I need to move to Thailand?
The answer to this will depend entirely on your lifestyle, where you choose to live and your expectations.
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