Change of Director and Shareholder in Thailand – Legal Procedures and DBD Registration
Change of Director and Shareholder in a Thai Limited Company – Legal Procedures and DBD Registration
In Thailand, every change of director or shareholder must follow specific procedures under the Thai Civil and Commercial Code and be officially registered with the Department of Business Development (DBD). Completing this process correctly helps maintain legal compliance and protects both outgoing and incoming parties from future liabilities.
1. Legal Risks of Not Updating Company Records
Many companies overlook the importance of promptly updating their DBD records. However, if a former director’s name still appears in the system, that person may remain legally responsible for tax debts or employee issues. Therefore, submitting the change within the legal timeframe is essential to protect everyone involved.
2. How to Change a Director in Thailand
To change a director, the company must first hold a board or shareholder meeting to approve the new appointment. After approval, the company should file the change with the DBD within 14 days. This step ensures that the new structure takes effect legally.
The following documents are usually required:
- Minutes of the Board or Shareholder Meeting approving the appointment
- Resignation letter from the outgoing director
- Copy of the new director’s passport or ID card
- Updated company affidavit and list of directors (Form BorOrJor.5)
DBD officers generally update company records within 3–5 working days once the filing is complete. Late submissions may result in a government fine.
3. How to Transfer Shares and Change Shareholders
When a shareholder transfers shares, both parties must sign a Share Transfer Agreement. In addition, the share certificate must include signatures from the transferor and transferee, along with at least one witness. The company should also record this transaction in the Share Register Book immediately to make it legally valid.
Key documents include:
- Share Transfer Agreement (Thai or bilingual Thai–English)
- Endorsed and signed original Share Certificate
- Minutes of the Shareholders’ Meeting approving the change
- Updated List of Shareholders (Form BorOrJor.5)
4. DBD Registration and Timeline
The company must submit all director and shareholder updates to the DBD within 14 days of the resolution date. The DBD usually confirms the new company structure within 3–5 working days. Consequently, all public company records will then show the new directors and shareholders on the official affidavit.
5. Practical and Legal Tips
Ensure that all signatures match the identification documents exactly. Moreover, when a company has foreign investors, it is best to use bilingual (Thai–English) documents. Legal professionals can verify compliance with the Thai Civil and Commercial Code, which helps prevent future disputes or document rejection by the DBD.
6. Professional Assistance from Bookkeeping.co.th
At Bookkeeping.co.th, we assist both Thai and foreign companies in director and shareholder changes. Our legal and accounting team prepares bilingual Share Transfer Agreements, submits DBD filings, and provides ongoing consultation to ensure full compliance with Thai law.
By partnering with us, your company can complete director or shareholder changes smoothly, accurately, and without unnecessary legal risk.
Contact Us
📧 info@bookkeeping.co.th 📘 Business Solution Thai
Frequently Asked Questions (FAQ): Change of Director and Shareholder in Thailand
1) How long does it take to change a director in Thailand?
Once all documents are complete, the Department of Business Development (DBD) usually processes the director change within 3–5 working days after submission.
2) What documents are required to change a director?
You need the board or shareholder meeting minutes, the resignation letter from the previous director, the ID or passport copy of the new director, and the updated list of directors (Form BorOrJor.5).
3) What happens if the company does not update its director or shareholder information?
If the DBD record is not updated, the previous director or shareholder may still be legally responsible for the company’s liabilities, taxes, or employment matters. Timely registration is essential to avoid legal risks.
4) Can foreigners be directors or shareholders in a Thai company?
Yes, foreigners can hold both positions. However, visa, work permit, and foreign business licensing requirements may apply depending on the business type and shareholding structure.
5) What is the deadline for submitting share transfer and director change to the DBD?
All changes must be filed with the DBD within 14 days from the date of the shareholders’ or board meeting resolution. Late filing may result in government fines.
6) Do share transfers need to be bilingual for foreign shareholders?
Yes, it is strongly recommended to prepare bilingual (Thai–English) Share Transfer Agreements to ensure both parties fully understand the terms and for easier DBD review.
7) What is the difference between a director change and a shareholder change?
A director change affects company management authority, while a shareholder change affects ownership. Both must be officially registered with the DBD to take legal effect.
8) Who should prepare and certify the documents for registration?
Documents should be reviewed and certified by a licensed lawyer or accountant to ensure compliance with the Thai Civil and Commercial Code and DBD filing standards.
9) What are common mistakes during director or shareholder changes?
Common errors include mismatched signatures, missing witness details, incomplete share transfer forms, and failure to update the Share Register Book or submit Form BorOrJor.5 on time.
10) Can Bookkeeping.co.th handle the entire process?
Yes, Bookkeeping.co.th provides full-service assistance for director and shareholder changes, including drafting bilingual agreements, preparing DBD forms, and filing all documents on your behalf.
