How quickly must a change of directors be registered?

A change of directors must be filed with the registrar within fourteen days of the change. The same fourteen-day period applies to registering a special resolution to increase capital. Registering late creates penalties, and until the change is registered the public record still shows the old position.

Which changes need a shareholders' resolution?

Changes to the memorandum or articles — such as the objectives, the registered capital or the company name — generally need a special resolution passed at a properly called shareholders' meeting. Director appointments are made by the shareholders' meeting, and some changes, such as the signing arrangement, depend on what the articles provide.

A director resigned. Does the company have to register it?

Yes. A director may resign by giving notice to the company, and the resignation takes effect when the company receives it. The change must then be registered. A resigning director who wants the public record corrected can also notify the registrar, which is useful where the company does not act.

What else needs updating after a change is registered?

Usually more than companies expect: bank mandates and signatories, the Revenue Department, social security, investment promotion records, licences, work permits of foreign directors or where the address changes, and the company affidavit copies held by counterparties.

After Registration: Changing Directors, Capital, Address or Objectives of a Thai Company

Q: What is different about reducing capital?

A capital reduction needs a special resolution and protects creditors: they must be notified and given the opportunity to object before the reduction is registered. It therefore takes longer than an increase, and should be planned with that period in mind.

Why registered particulars matter

A Thai company's registered particulars — directors, signing arrangement, capital, head office, objectives — are what everyone outside the company relies on. Banks check them. Counterparties check them. Authorities check them. The company affidavit is simply a certified extract of them.

When the reality inside the company changes and the registration does not, the gap shows up at the worst moment: a bank transaction, a contract signing, a tender or an inspection. See who can bind your Thai company.

1. The common changes

Change	Usually needs	Registration
Appoint or remove directors	Shareholders' meeting resolution	Within 14 days of the change
Change signing arrangement	As the articles provide	Register the new arrangement
Increase capital	Special resolution	Register the resolution within 14 days, then the increase
Reduce capital	Special resolution + creditor notice and objection period	After the creditor process
Change objectives	Special resolution to amend the memorandum	Register the amendment
Change company name	Special resolution	Register the amendment
Move head office	Depends on whether the province in the memorandum changes	Register the new address
Shareholder changes	Share transfer formalities and register update	Reflected in the shareholder list

2. Meetings and resolutions

Changes that need a shareholders' resolution depend on a properly called meeting:

Notice given in the form and period the law and articles require
Agenda items stated in the notice
Quorum and voting thresholds met

A resolution passed at an irregular meeting can be challenged by a shareholder within one month. See minority shareholder rights.

3. Capital increases

A capital increase needs a special resolution
New shares must generally be offered first to existing shareholders in proportion to their holdings
Register the resolution within fourteen days, and register the increase for the shares actually issued
Check the effect on foreign ownership — an increase can shift the ratio. See whether your Thai company needs a foreign business licence

4. Capital reductions

A reduction protects creditors: they must be notified and given the opportunity to object before the reduction is registered. Plan for that period; a reduction is not a quick filing.

5. Directors resigning or leaving

A director may resign by notice to the company; the resignation takes effect when the company receives it
The company must register the change
A resigning director can also notify the registrar, which matters when the company does not act
If the company's signing arrangement depended on that director, update it at the same time — otherwise no one may be able to sign

6. Moving the head office

Whether a move is a simple address change or an amendment to the memorandum depends on whether the province stated in the memorandum changes. Either way, the new address must be registered, and the knock-on updates below apply. See your Thai company's registered address.

7. Knock-on updates companies forget

After registration, update:

Bank mandates and authorised signatories
Revenue Department records, including VAT registration details
Social security records
Investment promotion records, where the company holds promotion
Licences that name the company's address or directors
Work permits of foreign directors or employees affected by an address or role change
Counterparties, who hold old copies of the affidavit

8. Annual filings

Some information is refreshed every year rather than when it changes, such as the list of shareholders filed after the annual meeting. See the annual corporate filing calendar.

Checklist for any change

Identify whether a shareholders' resolution is needed, and of what kind
Call the meeting correctly, with the item on the agenda
Prepare filing documents and register within the deadline
Update the signing arrangement if directors change
Check foreign ownership effects of capital or shareholder changes
Make the knock-on updates listed above
Obtain a fresh affidavit and circulate it where needed