When a director hands in a resignation, the company's questions are rarely "may they leave?" They are "who signs now, will the bank still release payments, and who holds the Revenue Department login?" The departing director worries about the opposite: what remains their responsibility. A vague handover can leave the company unable to pay salaries, file taxes on time or sign contracts, while the departed director's name stays on the company certificate and on a bank guarantee.
This guide is a handover list for a private limited company. For other post-registration changes, see changes after company registration. If the company has a single director and something unexpected happens, see sole director dies: keeping the company going. And if the departing director holds the keys to every system, see the similar problem in business owner suddenly unable to work.
The short answer
When a director resigns, do four things in order. First, confirm the date the letter reached the company, because that is when the resignation takes effect. Second, register the change of directors within 14 days. Third, check that the remaining directors can still bind the company under the registered rule. Fourth, hand over documents, system access and personally held authority, and notify the bank and key counterparties.
The law Section 1153/1 of the Civil and Commercial Code provides that a director who resigns submits a resignation letter to the company, that the resignation takes effect from the date the letter reaches the company, and that the resigning director may also notify the registrar. Section 1157 requires registration of a change of directors within 14 days. Section 1155 lets the directors appoint another person to fill a vacancy, who may serve only for the remainder of the term the former director was entitled to. Section 1167 sets the rules on directors as the company's representatives.
Our practical view Most problems do not come from the statute. They come from three records that disagree: the real resignation date, what the registry and the bank hold, and who actually has the passwords. We recommend one handover table, covering holder, action and deadline, signed by the company and the departing director. Preparing it before the effective date shortens the gap considerably.
Hypothetical Udon Fresh Freight Co., Ltd. in Udon Thani delivers vegetables and fruit to shops and hotels. It has three directors, and its registered rule is "two directors sign together and affix the company seal". Khun Worathep, the director who runs accounts and finance, delivers a resignation letter to the company on the 3rd of the month because he is moving to another business. He is a guarantor of the bank credit line, holds an internet-banking token, and registered the company's tax-system account with his personal email. The company therefore has several handover tasks at once.
1. When does a director's resignation take effect, and must it be in writing?
Section 1153/1 speaks of submitting a resignation letter to the company, so put it in writing and send it in a way that proves the date it arrived. The resignation takes effect from the date the letter reaches the company, not from the registration date and not from the date a meeting notes it.
- Who receives it The company, at its registered head office, or a director or authorised person who accepts for the company.
- How to send Registered mail with a return receipt, hand delivery with the recipient's signed and dated acknowledgement, or email from an address the company really uses together with a second method.
- Effective date State that it takes effect when the letter reaches the company, or on a later date. Do not backdate it, because the effect on documents signed in the meantime will return as a problem.
- Articles and shareholder agreements Check whether they add conditions such as advance notice. Section 1153/1 ties the effect to the date of arrival at the company, but an agreement among shareholders may still create duties between them.
2. Registering the change of directors: 14 days, and who does it
Section 1157 requires registration of the change of directors within 14 days, at the Partnerships and Companies Registrar of the Department of Business Development. Normally the company files, through the remaining directors who have signing authority under the registration.
- Check the latest company certificate for the names of the directors and the registered signing rule.
- If a new director is appointed at the same time, a resolution valid under the articles is needed. See section 3.
- If the signing rule is to change, a shareholders' resolution and a registration of the amendment are needed, which may follow a different procedure from simply replacing a director.
- If the company does not file in time, the resigned director can use the option in Section 1153/1 and notify the registrar personally, attaching a copy of the letter and proof it reached the company. Ask the Department of Business Development about current forms, because they change with its notices.
- A director may also leave office by operation of law, for example through bankruptcy or incapacity under Section 1154, which differs from resignation.
If the address, capital or objects are changing too, see the guide on changes after company registration.
3. Can the remaining directors still bind the company, and must the vacancy be filled?
Signing authority of a private limited company follows what is registered, such as "any one director signs", "two directors sign together", or "two of three directors sign with the seal". After a resignation, check three things.
| Question | Where the answer is | If not satisfied |
|---|---|---|
| Do the remaining directors meet the registered signing rule? | Company certificate and the registered rule | Hold off important transactions; fill the seat or amend the rule first |
| Is the number of directors still at the minimum required by law and the articles? | The articles and the law on the number of directors | Call a shareholders' meeting to elect directors |
| Must the vacancy be filled immediately? | The articles and Section 1155 | Directors appoint a replacement, or shareholders meet, depending on the articles |
Section 1155 allows the directors to appoint another person to fill a vacancy, who serves only for the remainder of the departing director's term. The articles of each company may set a different way of choosing directors, so read them together with the statute. On minimum numbers and director conditions, have a lawyer check before acting.
In the hypothetical, after Khun Worathep leaves, two directors remain, which still meets "two sign together". But both must sign every time, and if either is travelling or ill the company stalls. The company therefore decides to appoint one more director rather than leave the seat empty.
If so few directors remain that no one can sign, or the shareholders disagree on whom to appoint, see 50:50 shareholder deadlock.
4. Handover table: item, holder, action, deadline
The deadlines are our recommended practice, except for the 14 days under Section 1157, which is the statutory figure.
| Item | Holder | Action | Deadline |
|---|---|---|---|
| Resignation letter and proof of arrival | Departing director / company | Both keep copies; record the arrival date | The day it is sent |
| Registration of change of directors | Company (remaining directors) | File with the Department of Business Development | Within 14 days (Section 1157) |
| Share register, minutes | Secretary / departing director | Hand over originals or complete copies, recipient signs | Within 7 days |
| Company seal (if any) | Departing director | Return with a record | Effective date |
| Contracts, manuals, licences, insurance | Departing director | Hand over originals and a list of open contracts | Within 7 days |
| Powers of attorney issued | Departing director / company | List them and revoke those not needed | Within 7 days |
| Specimen signatures and bank accounts | Company | Tell the bank to change authorised signatories; amend the account resolution | Within 3 days |
| Cheque books, tokens, internet banking | Departing director | Return or cancel the access with the bank | Effective date |
| Revenue Department e-Filing account | Company / bookkeeper | Change users and passwords; check authorised persons | Within 3 days |
| DBD e-Filing and digital juristic person accounts | Company | Check linked users; change passwords | Within 7 days |
| Social security and other government portals | Company / HR | Change contacts and authorised persons | Within 7 days |
| Domain, company email, system admin, cloud | Departing director / administrator | Transfer admin rights; change passwords and recovery email | Effective date |
| Social media accounts and website | Departing director | Transfer admin rights into a company account | Effective date |
| Personal guarantees | Departing director / bank | Notify and negotiate release or replacement | Start within 7 days |
5. System access and powers issued for the company: who changes what
Banks A bank acts on the account-opening resolution and the specimen signatures it holds. A legal resignation does not change the bank's records. The company must notify the bank with a new company certificate, a resolution and the specimen signatures of the new signatories. Until it does, the bank may refuse transactions or keep processing on the old papers, so cancel the departing person's token and internet-banking rights the same day.
Tax and government systems Logins for the Revenue Department, the Department of Business Development and social security are often tied to a person or to the email used to register. Check who is the main user, who is an authorised person, and whether the confirmation email or phone belongs to the company or to the individual. If an outside bookkeeper also holds the credentials, tell the bookkeeper. For a change of bookkeeper and filings that slip, see changing accountants and missing filings.
Online systems Domains, company email, cloud, accounting software, the website and social accounts should be in the company's name. If a director registered them with a personal email, move them to a company mailbox before removing the director's rights, because removing first may make recovery impossible.
Powers of attorney List the powers of attorney the director issued for the company, and revoke or amend the ones no longer needed, in writing. Tell the attorneys and the agencies that accepted them. Powers the director gave personally are a different matter and end as agreed.
6. Documents to hand over, and whom to notify
Company documents The share register, minutes of board and shareholder meetings, the memorandum and articles, the seal if any, the company certificate, key contracts, licences, insurance policies and any accounting records the director holds. Have the recipient count and sign.
Whom to notify
- Banks Change the authorised signatories and cancel the departing director's rights.
- Key customers and suppliers Give the new contact and the new signatories, especially under continuing contracts.
- Landlords If the lease names the director as contact or guarantor.
- Bookkeeper and auditor So that the signatories on tax filings and financial statements match the registration.
- Regulators For example the Revenue Department, social security, or the licensing agency, if the director is the responsible person or contact on a licence.
- Internal staff Who now approves and signs.
If the departing director is also an employee who stops work without handing over, see an employee resigns without handover. If the company is changing its legal adviser at the same time, see switching the company's legal adviser.
7. The departing director's personal guarantees
Many directors personally guarantee the company's loans or credit lines. Resigning as a director does not end a guarantee automatically, because it is a contract between the guarantor and the creditor. Whether and how the guarantor is released or replaced depends on the wording of the contract and on the creditor's agreement.
- Review every guarantee: the bank, landlords, suppliers and hire-purchase contracts.
- Negotiate with the creditor to substitute a guarantor or other security, and record it in a document signed by someone authorised for the creditor.
- Record in the handover who will do what by when, and whether the company will indemnify the guarantor if called on. That record binds only the company and the guarantor, not the creditor.
- Do not assume the bank will release everyone. The result depends on the company's credit and the security that remains.
8. Protecting the resigning director, and a sample handover record
The departing director should do the following at once, because this evidence matters if a dispute arises later.
- Keep a copy of the letter stamped or signed by the recipient with the date, or the postal return receipt.
- Check whether the company certificate has dropped the name. If not after 14 days, use the option in Section 1153/1 and notify the registrar personally.
- Sign no company documents after the effective date.
- Return company items and system access against a receipt, and keep no copy of the company's confidential data.
- Liability for acts done while a director remains as the law provides. Resigning does not erase liability that has already arisen (Section 1168 sets the directors' duty of care).
Sample handover record (adapt to the facts)
Handover record of a resigning director
____ Co., Ltd. and Khun ____ (resigning director)
1) The resignation letter reached the company on ____; the resignation takes effect on ____
2) Items handed over: share register [ ] minutes [ ] company seal [ ] cheque books [ ]
internet-banking token [ ] contracts and licences per attached list [ ]
3) System access transferred: bank [ ] tax [ ] DBD [ ] social security [ ] domain and email [ ]
4) Powers of attorney revoked: ____
5) Remaining personal guarantees: ____ the company will contact the creditor by ____
6) Recipient: ____ signature ____ date ____ Handing over: ____ signature ____ date ____
9. Director resignation checklist
Letter and registration
- The resignation is in writing, with proof of when it reached the company
- The change of directors is registered within 14 days
- If the company does not register, the resigned director notifies the registrar personally
Signing authority and remaining directors
- The registered signing rule checked against the remaining directors
- A decision made on filling the vacancy, with a resolution valid under the articles
Documents and items to return
- Share register, minutes, seal, contracts, licences
- A handover record signed by both sides
Banks and online systems
- The bank told to change signatories; the departing director's tokens and cheque books cancelled
- Users and passwords changed in the Revenue Department, DBD and social security systems
- Domain, email, cloud and social accounts moved into the company's name
- Unneeded powers of attorney revoked
Notices and guarantees
- Key customers, suppliers, landlords and the bookkeeper notified
- Every personal guarantee reviewed and talks with the creditor started
Further reading
- Changes after company registration — directors, capital, address and objects
- Sole director dies: keeping the company going — when no director is left
- Business owner suddenly unable to work — planning keys and authority in advance
- 50:50 shareholder deadlock — when a new director cannot be chosen
- Switching the company's legal adviser — another kind of handover list
- Changing accountants and missing filings — when tax credentials sit with the bookkeeper
- An employee resigns without handover — if the departing person is also staff
A resignation takes effect when the letter reaches the company, but registration, signing authority, banks, online systems and guarantees each need separate handling and their own evidence.
We help check signing authority, prepare the resignation letter, resolutions and handover record, file the change of directors, and plan the talks with creditors over guarantees. For an initial consultation, call +66 92 254 2045 or send us the details. See also corporate secretarial services.
This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.
