Director Change Registration
Resolution for Change of Director, Resolution for Change in designation of director in Thailand
Fees: is Baht 12,000.
- In case of sending documents to be signed outside Thailand, the above fee will have an additional charge of Baht 3,000.
- Local Director Service, Panwa can provide local director with different kinds of support and solutions such as only to maintain for a certain requirement or just for helping to sign for work permit or maintain for some licensing (requirement) or become signatory director of the company. Let us know if you need, we can discuss with you case by case.
Procedure and Timeline:
Our procedure will be completed within 16 days, assume that we have obtained the required documents we need before end of last month, the simple process and timeline of Change Director Registration would be as below.
| Timeline |
Procedures |
Day 1st |
STEP 1. We will advertise the change of director in a local newspaper and we will send an invitation letter for a shareholders meeting.
To comply with the Thai law, company must send an Invitation Letter for Meeting to the Shareholders with to inform the Change of Director. The letter must be sent to the shareholders by local post (with advice of delivery) and advertised in the local newspaper. This process will be taken effect within 7 days. |
Day 7th |
STEP 2. We will prepare the application forms for you and we will request the director to sign these forms in our office.
Case of director stay in oversea, he/she should come to sign registration form in Thailand with enclose the copy of Passport declaring of arriving date that’s mean signing will be done in Thailand. |
Day 8th |
STEP 3. We will submit the form of Change of Director to the D.B.D ( Development Business Department ). Within this day we also will duplicate the up dated company’s affidavit with inside will show the new board of director. |
Required Documents:
- Copy of the new Director’s ID card (if Thai nationality) or Passport ( If foreigner) and copy of the old ID card (if Thai nationality) or Passport ( If foreigner) ,1 set.
- Copy of the affiliate company, 1 set.
- Copy of the shareholders list, 1 set.
Provision Cost
Provision Cost, provided by Panwa for
Change of Director registration
|
Fee(Baht)
|
Service fee |
12, 000 |
| Support for legal process - Can be waived for some case |
3,000 |
Estimated Government Fees (depend on new comming and out of directors) |
1,450 |
Advertisement in local newspaper |
800 |
Estimated Postage for invitation letter of the meeting |
200 |
Baht 20 each ( if Thailand and Baht 115 each for the S.E Asia zone) |
Total Cost
|
17,450 |
QA - Directorship and change director in Thailand
Q1: If 1 of the foreign director(s) and or one of the foreign shareholders of a current Thai company plans to open another Thai company (without the consent or knowledge of the other director(s) and shareholders), will there be any issues? e.g. tax, track records, bank issues?
Panwa : No, there will be no issues with regards to the government, however, maybe there will be an internal problem (among the shareholders and or directors of the current Thai company), especially on the case if the new company that you would like to open has same business objectives with their company or if they don’t want you to open another company with other shareholders (without them). |
Q2: Has the director sign when change the shareholders of the company?
Panwa: Yes, the director(s) have to sign into the director’s resolution for change of the shareholders’ list and also the director must approve and sign on the forms as well before can change the shareholders’ list. |
Q3 : What is the difference between Shareholder & Director?
Panwa: Shareholder is the one who invest and hold the shares, but shareholder don't have powerful or authrization to mage the company which sharholder can only appoint director to mange on their behalf only. Meanwhile director, he or she can also be the shareholder or other different person, which all of the shareholders will appoint who can have the authorization on behalf of the company. |
Q4: In case the director of the Thai company is a foreigner who does not come to Thailand often, could he appoint the Thai shareholder or other Thai to be the authorized signatory on his behalf at Bank and other issue?
Panwa: Yes, the foreign director can appoint the Thai shareholder or other Thai individual to be the authorized signatory for any related matters with the company, but for sojme issue like bank account(s) both the foreign director (who will appoint) and the Thai shareholder (who will be appointed) must be present together at the bank to sign the necessary bank forms. And be informed that for other kind like sign into the Financial Statement still need to sign personal that not allow for authorization. |
Q5: I have heard many bad stories of farang going back to home country for holidays and when they return to Bangkok, the corporate bank account is empty because Thai shareholder has removed all funds. What protection or guarantee document do I have to produce to make sure the Thai majority Shareholder cannot take money out of the corporate bank account?
Panwa: Normally the majority shareholder cannot take any money out, only the director (who normally is the authorized of the company’s bank account and who had opened the account) can withdraw out the money, because the shareholder cannot sign any documents including the documents related with the bank. Maybe the bad story from others is that they have Thai director and not the shareholders or the foreign director gave power of attorney to some Thai to handle of all business on their behalf, but if you are only one director, so, they cannot take out your money. |
Q6: Company have engaged the foreign director for the 3 years period and aside from the salary, company need to pay for other benefits such as car with driver, child study cost, air ticket from his country to Bangkok, health insurance etc. Can this other benefits of director use as taxable expenses ?
Panwa; Yes, if other benefits are received follow the condition of employment agreement and the receiver have duty/ is related to company as company managing director, so, these expenses are paid for benefit on earn income or operate business.
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Q7: For changing of director, in step of extraordinary meeting, would it be possible if we can do the meeting via VDO conference?
Panwa: Yes, you can meeting via VDO conference but during the meeting, you must have someone to VDO record the meeting for both sides, for personal and inside the VDO conference too, and then must keep the mentioned VDO as the evidence. |
Q8: I am looking for Local Director services from you to help us sign the documents for applying VISA and Work permit for short term only and please advise how my rights as a foreign director and the company remain protected from the local director?
Panwa: In case you will use our local Thai director, please note that he will not involve anything with the company and he will have authorization to sign the company document only for apply work permit, which we will also specify the details his authorization condition on the company affidavit too. |
Q9: Is it there is a must to publish in local newspaper? If there is a must, my boss is require that can we publish this out of Bangkok city? The reason is because we do not want to let our current director feels embarrassing for this issue. Do your company have what suggestion to do this?
Panwa: Kindly note that we need to publish it in local newspaper , which this is part of the process only and normally no one read this newspaper , which it is not the normal newspaper (not sold in market or anywhere), only used for comply with the process. |
Q10: One of our director just pass away (dies) this month. This Thai company has only 1 director. Can you change that director of this company? What is the process?
Panwa: when the company want to change the director, you need to notify all shareholders to set up an Extra Ordinary Meeting in order to appoint new director to replace, follow the process as below;
- Step 1. To invite all shareholder.
- Step 2. The Minute of Meeting must be prepared for all be signed by the persons who attended the meeting must Certify the meeting and attach the Death Certificate of the director and the copy of Thai ID card or passport of the new director.
- Step 3. Prepare the registration form and let the new director sign in the form and after, register at Department of Business Development (DBD) within 14 days after the meeting date.
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