Company Registration

Director & Shareholder Changes

Share transfers, appointments and resignations — documented, resolved and filed so that control of the company actually changes hands.

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Tell us the situation and we will tell you what we think you should do — and what it will cost.

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Companies appointing or removing a director
Shareholders buying or selling shares in a Thai company
Companies changing the authorised director or signing conditions
Thai companies bringing in a foreign director

Share transfer instruments and updates to the share register

Filing the updated shareholder list (Bor Or Jor 5) with the registrar

Director appointments, resignations and removals, with the meetings they require

Changes to the authorised directors and the binding-signature conditions

Meeting notices, resolutions and minutes

Advising on the work-permit side of appointing a foreign director

Confirm what is changing and the approvals it requires — including any transfer restrictions in the articles
Draft the transfer instruments, notices and resolutions
Hold and minute the required meeting
Sign, witness and pay stamp duty where due
File the change and the updated shareholder list with the registrar
Update the share register and hand over the completed set

Documents to prepare

Company affidavit and the current shareholder list
Share certificates and the share register
Articles of association, for any transfer-restriction check
Passports or ID cards of incoming and outgoing directors or shareholders
The agreed price and payment terms, for the stamp-duty calculation

No. A transfer takes effect through a written instrument signed by transferor and transferee, witnessed, and entered in the company’s own share register. The registrar receives the updated shareholder list — it records, it does not approve. That is exactly why a badly-papered transfer can sit unnoticed until a dispute exposes it.

Stamp duty is payable on the transfer instrument, calculated on the higher of the paid-up value and the actual price, and a seller may have income-tax exposure on any gain. We put the numbers to the documents before anyone signs.

The resignation itself takes effect when notice reaches the company under the Civil and Commercial Code — registration records it, it does not create it. If the company refuses to file, there is a route for the resigning director to have the record corrected, and we act on it.

Not before the Foreign Business Act position is assessed. Crossing the threshold changes the company’s legal status and may require a licence before the activity can lawfully continue. That assessment is structuring work under our Corporate & Business Advisory practice, and it comes before the transfer is signed — not after the filing bounces.

With clean documents and cooperative signatories, filings of this kind are usually completed within AMENDMENT_TIMEFRAME. Contested changes take as long as the dispute does.

Lawyers for this matter

Generation 1