Changes that must be registered
Changes in directors, signing authority, office, objectives, registered capital and articles must be filed with the Registrar within deadlines from the resolution date. Check each item's deadline.
Company registration services
Company Amendments & Share Transfers
Changes to directors, capital, address or objectives need valid resolutions and registration with the Department of Business Development within deadlines; share transfers in a private company are recorded in the share register, with stamp duty and alien-status checks.
Each change uses a different resolution type and document set. Late filing or defective resolutions can make the change ineffective or attract fines. This page checks the items before documents are prepared.
Information for a scope review
| Topic | Starting information | Review question |
|---|---|---|
| Change | Directors, capital, address, objectives, shareholders | What must be registered and deadlines |
| Resolution | Existing board or shareholder resolutions | Resolution type and valid meeting notice |
| Impact | New shareholder nationality, existing licences | Alien status, BOI and licence notifications |
Special resolutions and meeting notice
Capital increases or reductions and changes to objectives or articles require a shareholders' special resolution. Notices must follow the articles and law; defective meetings can be challenged.
Share transfers
Private company share transfers are made in writing, signed by transferor and transferee with a witness, and entered in the share register. Check transfer restrictions in the articles and file shareholder lists as required.
Stamp duty and tax
Share transfer instruments attract stamp duty under the Revenue Code and the seller may owe tax on gains. Confirm the valuation basis with the Revenue Department.
Foreign shareholders and licences
Adding foreign shareholders can change the company's alien status and affect licences or BOI rights. Review before signing transfers.
Overseas documents
Directors or shareholders abroad may need to sign before a notary or certify documents, with Thai translation acceptable to the Registrar. Allow time for this.
Questions before preparing an application
- Must share transfers be registered with DBD?
- Transfers are recorded in the company's share register and reflected in shareholder lists filed periodically; check current DBD requirements.
- How soon must director changes be filed?
- Within the legal and Registrar deadline from the resolution; check before holding the meeting.
- How is capital increased?
- By special resolution, allotment and payment under the articles, then registration.
- What if new foreign shareholders join?
- The company's alien status and permitted activities may change; review before transfer.
- What should I prepare?
- Company affidavit, articles, share register and the list of intended changes.
- How can I obtain the service charges?
- Send your business details for scope review and request a written quotation. Registration fees and stamp duty are shown separately at published rates.
Official sources for requirement checks
- Department of Business Development — corporate amendments
- Revenue Department — stamp duty and tax
- Office of the Council of State — legislation
General preparation guidance. Check current announcements and project facts before filing; eligibility and approval are not assured.