Corporate changes in Thailand: directors, shares, and capital

It covers the routine yearly compliance every Thai limited company owes: preparing and sending the annual general meeting (AGM) notice on time (Civil and Commercial Code (CCC) Section 1175); preparing the agenda and resolutions (approving the audited financial statements, declaring any dividend, appointing the auditor, confirming the directors' acts); writing the minutes; and filing the annual shareholder list (Bor Or Jor 5) and the audited financial statements with the Department of Business Development (DBD). One-off changes (share transfers, director changes, capital changes, address changes) are billed separately.

The AGM is the ordinary yearly meeting. It must be held at least once every 12 months (CCC Section 1171), and in practice within 4 months of year end, because that is when the audited financial statements must be approved. Its agenda is routine: financial statements, dividends, directors, and auditor. An EGM is any other shareholders' meeting, called during the year to approve a specific change such as a new shareholder, a capital increase, or an amendment to the Articles of Association. Notice must go out at least 7 days before either meeting, or 14 days when a special resolution is on the agenda (CCC Section 1175).

Once the resolution is signed and the new director's documents are in hand, Plizz files with the DBD through e-Registration. Changes of directors must be registered within 14 days (CCC Section 1157). Registering late brings a fine, and the public DBD record shows the delay, which auditors and due diligence reviewers treat as a governance weakness. Acts of a director whose appointment is not yet registered are not automatically void, but third parties can challenge that director's authority.

Stamp duty on a share transfer is 0.1% of the paid-up value or the price, whichever is higher. It must be paid when the transfer instrument is signed; late payment brings surcharges, and an unstamped instrument cannot be used as evidence in a civil court until the duty is paid. The share purchase agreement usually states which party bears the cost. Plizz calculates the duty, arranges payment, and stamps the instrument before the DBD filing.

It depends on the foreign shareholding after the transfer and on the activity. If foreigners will hold more than 49% and the activity is restricted under the Foreign Business Act B.E. 2542 (FBA, Lists 1–3), the company needs a Foreign Business License (FBL) or BOI promotion before the transfer completes. US citizens and US companies can often use the US-Thai Treaty of Amity instead. Plizz checks FBA exposure before drafting the share transfer documents.

No. Under the CCC, at least 25% of the value of each new share must be paid when the shares are issued, and the board can call the rest later. In practice, most capital increases by foreign investors are paid in full, because a work permit needs THB 2 million of paid-up capital per foreign employee. A capital increase needs a special resolution at an EGM (at least 3/4 of the votes), a Memorandum of Association (MOA) amendment, and a DBD filing.

Failing to hold the AGM is an offense under the CCC, and directors can be fined. The bigger problem is what follows: without shareholders approving the audited financial statements, you cannot file them with the DBD (due within 1 month after the AGM), your corporate income tax return (PND 50, due within 150 days of year end with the audited statements attached) is exposed, and the company falls behind on its filings. Lenders, auditors, and buyers all check the DBD record, and a missing AGM is one of the first things they notice.

The auditor gives an opinion on your financial statements. The corporate secretary runs the governance around them: calling the AGM that approves the audited statements, drafting the resolutions, filing the statements with the DBD, keeping the minute book and registers, and tracking the year's legal deadlines. Most auditors do not draft AGM minutes, file the Bor Or Jor 5, or chase deadlines: that is the corporate secretary's job.

A capital increase is generally not taxable: issuing new shares is not income for the company. Three points still need care. (1) If shares are issued above par value, the excess is recorded as share premium, not income. (2) If the increase converts a shareholder loan, the Revenue Department (RD) may look at the loan history. (3) Paid-up capital in the DBD record must match the balance sheet; auditors flag any mismatch, and it can attract RD questions in the year of the increase. Plizz books the accounting entries at the same time as the DBD filing.

Yes, for two reasons. First, the Revenue Department sends assessment notices and VAT letters to the registered address, and they count as delivered even if nobody is there to receive them. Second, some licenses (FDA, factory, restaurant permit) are tied to a physical address; if operations move, the license must be updated too. Plizz handles the DBD address change and the sector regulator update in one engagement.