How to Amend Thai Company Registration Details in 2026

Submitted by tilaadmin on Tue, 06/10/2025 - 15:02

Updated: 18 July 2026

Businesses change after incorporation. A company may move office, appoint a new director, revise who can sign, bring in an investor, increase capital or add a new business activity. In Thailand, however, these changes do not all follow the same procedure.

Some changes require a shareholders’ resolution and registration with the Department of Business Development. Some can be approved by the board, depending on the law and the company’s articles. A share transfer is mainly completed through the company’s own records rather than by asking the DBD to approve the transfer. Several changes must also be implemented separately with the Revenue Department, banks, licensing authorities, the Social Security Office or immigration and employment authorities.

Short answer

Start by identifying the legal change and its intended business result.
Check the company’s memorandum, articles, shareholder register, signing authority and any shareholders’ agreement before approving it.
Prepare the correct board or shareholder resolution and observe the required notice, voting and filing periods.
Use DBD Biz Regist for the applicable electronic registration and signing process.
After DBD completion, update every organisation and document that relies on the old information.
Do not assume that a DBD amendment automatically updates VAT, licences, bank mandates, contracts or work authorisation records.

Which company changes require more than an internal decision?

The practical answer depends on what is changing. The table below distinguishes changes to the public company record from changes that primarily take place in the company’s internal records.

Proposed change	Corporate action commonly required	DBD position	Typical follow-up
Director appointment or resignation	Shareholder or board action as applicable, resignation evidence and acceptance or consent documentation	Register the director change	Bank, licences, tax records, contracts, work permit and internal authorities
Authorised signing conditions	Resolution under the articles and governance arrangements	Register the revised binding authority	Bank mandates, powers of attorney, contracts and electronic accounts
Registered office or branch	Board or shareholder approval depending on the move, articles and whether the registered province changes	Register the new address and any related memorandum amendment	VAT, tax, Social Security, licences, bank, contracts, invoices and signage
Company name	Name reservation and special shareholder resolution	Register the amended memorandum and name	Tax, bank, licences, contracts, invoices, domain, employment and branded materials
Business objectives	Special shareholder resolution	Register the amended objectives and memorandum	Foreign business, licensing, tax and operational review before commencing the activity
Articles of association	Special shareholder resolution	Register the amendment and updated articles	Align internal procedures and any shareholders’ agreement
Increase or reduction of registered capital	Special resolution plus the required share, payment or creditor process	Register the capital and memorandum amendment after completing the applicable steps	Accounting, tax, bank, BOI, licences and work authorisation planning
Transfer of existing shares	Valid transfer instrument, company acknowledgement and entry in the shareholder register, subject to restrictions	Not ordinarily a DBD approval of the transfer itself; an updated shareholder list is filed when legally required or connected with another filing	Foreign ownership, licence, BOI, land, bank KYC, beneficial ownership and tax review

This distinction is important. The public company affidavit records matters such as directors, signing authority, registered capital, address and objectives. It does not function as a complete record of every internal corporate fact or commercial agreement.

Start with the legal result, not the DBD form

An amendment should begin with a short written description of what the business is trying to achieve. “Add a director” may actually mean giving a new investor management control. “Increase capital” may be intended to fund expansion, dilute an existing shareholder, support a licence or prepare for a work permit. “Add an objective” may introduce an activity restricted to foreign-owned businesses.

Before documents are drafted, consider:

What commercial result is expected from the change?
Who must approve it under the Civil and Commercial Code and the company’s articles?
Does a shareholders’ agreement impose additional consent or pre-emption requirements?
Will the change affect foreign ownership, control or a sector-specific licence?
Must a bank, regulator, landlord, customer or contracting party consent?
What should happen first, and what must wait until DBD registration is complete?

This sequence helps avoid a common problem: preparing a formally correct filing that does not produce the business outcome the parties intended.

Changing directors and company signing authority

A change of director and a change of signing authority are related but legally distinct. Appointing a person as director does not automatically give that person sole authority to bind the company. Equally, removing a director may require the signing condition to be rewritten if the registered authority names that person.

The company should normally review:

The articles of association and any board-composition rights.
The appointment, removal or resignation documents.
The wording of the resolution and effective date.
The new director’s identification, address and consent information.
Whether the company seal remains part of the binding-authority condition.
Whether a licence requires a director of a particular nationality or qualification.

Under the Civil and Commercial Code, a director change must be presented for registration within 14 days from the change. The meeting and filing should therefore be planned together rather than leaving the registration documents until after the effective date.

After registration, the company still needs to implement the change. Banks commonly require their own forms, board resolutions and identity review. Existing powers of attorney, online banking access, contracts and internal approval matrices should also be checked. A DBD affidavit showing the new director does not itself remove an old user from the company’s bank account or electronic systems.

Changing the registered office address

An address change is rarely a single filing. The DBD amendment is only one part of moving the company’s legal and operational location.

The approval route can differ depending on whether the company moves within the same registered province or to another province. A move that changes the province stated in the memorandum may require a special shareholder resolution and an amendment to the memorandum. The articles should also be checked before choosing the resolution route.

Supporting information may include the new address details, owner’s consent, lease, ownership records, house registration, map, photographs and other documents required for tax or licensing purposes. A short guide to the practical role of the premises is available in our article on the registered office address of a Thai company.

The Revenue Department timetable may come before the physical move

For a VAT-registered company, the Revenue Department process must be planned separately. The rules for moving a registered place of business can require advance notification using the applicable VAT amendment procedure. The exact route depends on whether the move remains within the same tax jurisdiction and whether branches are affected.

Do not assume that the DBD should always be completed first and every other authority updated later. For an address move, the dates in the lease, DBD resolution, DBD filing, VAT notification, invoices, signage and actual relocation should be coordinated before any one of them is fixed.

Changing the company name

A name change normally begins with reserving an acceptable new name through the DBD system. The company then adopts the required special resolution and registers the amendment to the memorandum.

The legal entity remains the same company. Its registration number, assets, liabilities and contracts do not disappear merely because its name changes. The practical workload comes from updating the organisations and documents that identify it:

Revenue Department and VAT records.
Bank accounts, payment gateways and financing documents.
Business licences, BOI records and sector regulators.
Employment, Social Security, visa and work permit records where relevant.
Customer and supplier contracts, purchase orders and invoices.
Landlord, utilities, insurance and intellectual property records.
Website, email domain, privacy notices, stationery and company signage.

Contracts should be reviewed for notice requirements. Although a name change does not usually require every agreement to be replaced, counterparties may require formal evidence or an amendment for their compliance records.

Adding or changing business objectives

Registering a new objective gives the company an additional corporate purpose. It does not automatically authorise the activity. Before the shareholders approve the amendment, the company should assess whether the proposed business requires a Foreign Business Licence, BOI permission, sector licence, professional qualification, product registration or premises approval.

This is particularly important when foreign shareholding is involved. A company can register broad objectives at the DBD while still being prohibited from conducting a restricted activity without the separate permission required by law. The objective amendment and the regulatory pathway should therefore be planned as one project.

Increasing registered capital

A capital increase is more than changing the number shown on the company affidavit. The company must consider the special resolution, amendment of the memorandum, issue and allocation of new shares, subscription and payment, shareholder records and any rights of existing shareholders.

Before proceeding, determine:

Why the company needs additional equity rather than a shareholder loan or other funding.
Who will subscribe for the new shares and in what proportions.
Whether the increase will dilute an existing shareholder.
Whether the articles or shareholders’ agreement contain pre-emption or reserved-matter provisions.
Whether the new ownership percentages affect the Foreign Business Act, a licence, BOI conditions or landholding.
How and when the subscription money will be paid and recorded.
Whether the stated reason is consistent across corporate, accounting, banking and regulatory records.

Registered capital may support a broader business plan, but it does not by itself guarantee a bank account, VAT registration, licence, visa or work permit. Each application has its own requirements and review.

Reducing registered capital

A capital reduction requires additional creditor-protection steps and should not be treated as the reverse of a simple capital increase. The company must adopt the required special resolution, notify known creditors and publish the prescribed notice. Creditors are given an opportunity to object, currently within 30 days from the notification.

The company must also consider the statutory limit on the reduction, the treatment of paid-up capital, any return of funds, accumulated losses, accounting presentation and tax consequences. Where the company has financing, licences, BOI promotion or work authorisation supported by its capital, reducing the registered amount can create consequences beyond the DBD record.

Changing shareholders is not the same as changing directors

A transfer of existing shares is primarily a corporate transaction between the transferor and transferee. For registered shares, the transfer instrument must comply with the applicable formalities, and the change becomes effective against the company and third parties through the company’s shareholder register.

The company should prepare and retain the transfer instrument, update its shareholder register, issue or cancel share certificates as appropriate, review stamp-duty treatment and preserve evidence of payment and beneficial ownership. Restrictions in the articles, shareholders’ agreement, licences or financing documents must be checked before completion.

An updated DBD shareholder list, commonly called Form Bor Or Jor 5, is important but should not be misunderstood as the DBD approving each private share transfer. Nor should the latest public filing be treated as the only evidence of ownership. The transfer documents, shareholder register and share certificates remain important company records.

A transfer must also leave the company with at least two shareholders. More importantly for foreign investors, it can change whether the company is treated as foreign and whether it may continue a restricted or licensed activity. Using a Thai person as a shareholder in name only is prohibited.

If the parties are also changing governance, funding or exit rights, the transfer should be coordinated with the company’s private arrangements. Our separate guide explains the role of a shareholders’ agreement for a Thai company.

Special resolutions need a valid meeting process

Company name, objectives, memorandum, articles and capital amendments commonly require a special resolution. A resolution is not reliable merely because the required percentage voted in favour. The notice, agenda, delivery method, notice period, quorum, voting rights and wording of the resolution must also comply with the Civil and Commercial Code and the company’s articles.

For a meeting considering a special resolution, the statutory notice is generally required at least 14 days before the meeting. The notice must identify the proposed resolution. If the company’s articles require a longer period or additional procedure, the articles should be followed.

This should be checked before selecting the desired registration date. A rushed meeting can create a defective resolution, and the defect may matter later during a shareholder dispute, financing, due diligence or sale of the business.

How DBD Biz Regist affects company amendments

DBD Biz Regist is the Department of Business Development’s digital system for partnerships and private limited companies. It supports establishment, amendment, dissolution and related registration processes, together with online submission, identity verification, signing and payment functions.

The digital filing route changes how information and signatures are submitted. It does not remove the underlying need for valid corporate approval or accurate supporting documents. The parties may need to establish user access, complete the accepted identity-verification process and sign electronically. Foreign directors or shareholders may require additional coordination depending on the available verification method and the specific transaction.

It is also important to distinguish three DBD systems:

DBD Biz Regist is used for the applicable company registration and amendment filing.
DBD e-Filing is used for filing financial statements and shareholder lists in the relevant reporting cycle.
DBD e-Service is used to obtain company affidavits and certified copies of registered documents.

Referring to every DBD service as “e-filing” can lead the company to the wrong system.

What should be updated after the DBD amendment?

Completion at the DBD is a milestone, not always the end of the project. The follow-up list should be prepared before filing so the business does not operate with conflicting records.

Revenue Department: tax and VAT amendments, including name, address or branch information where applicable.
Social Security Office: employer and establishment information.
Banks and payment providers: authorised signatories, directors, shareholders, address, name and compliance information.
Licensing authorities: changes requiring notification, endorsement, prior approval or a replacement licence.
Board of Investment: changes to shareholding, capital, project location or other promoted-project conditions where applicable.
Department of Employment and Immigration Bureau: corporate records supporting foreign employees, directors, visas or work permits.
Contracts and counterparties: notices, consents, bank covenants and change-of-control provisions.
Internal records: shareholder register, share certificates, statutory books, accounting records, powers of attorney and approval policies.
Commercial materials: invoices, tax invoices, quotations, website, privacy notice, signage and stationery.

Different authorities can apply different notification periods. The DBD deadline should not be used as a universal deadline for every follow-up step.

A practical amendment workflow

Define the proposed change and effective date. Separate the legal action from the commercial result.
Review the existing records. Obtain the current affidavit, memorandum, articles, shareholder register, share certificates and relevant agreements.
Check external conditions. Review licences, BOI conditions, financing, tax, leases, foreign ownership and work authorisation implications.
Select the approval route. Determine whether a board resolution, ordinary shareholder resolution, special resolution or a combination is required.
Prepare the meeting and transaction documents. Observe notice, agenda, quorum, voting and signature requirements.
Complete any prerequisite. This may include name reservation, share subscription and payment, creditor notification or landlord documentation.
Submit through the applicable DBD process. Complete identity verification, electronic signing and any officer clarification.
Obtain updated evidence. Download or request the new affidavit and registered documents.
Implement the downstream updates. Complete the pre-agreed tax, bank, licence, employment and contractual actions.
Close the corporate file. Update statutory books and retain the approvals, filings, receipts and resulting documents together.

Common mistakes to avoid

Assuming every amendment can be approved by the board.
Using an informal email agreement where a valid shareholder meeting and resolution are required.
Changing a director but overlooking the registered signing condition.
Moving office before coordinating DBD, VAT, licence and actual relocation dates.
Adding broad objectives without checking foreign business restrictions or sector licences.
Increasing capital without agreeing who will subscribe, pay and be diluted.
Treating Form Bor Or Jor 5 as the transfer instrument or the sole proof of share ownership.
Reducing capital without completing creditor-protection and regulatory checks.
Assuming DBD registration automatically updates the bank, tax office and licensing authorities.
Failing to keep the company’s internal register, certificates and agreements consistent with the public filing.

Frequently asked questions

How quickly must a director change be registered?

The Civil and Commercial Code requires a director change to be presented for registration within 14 days from the change. The resolution, effective date, supporting documents and electronic signing should be coordinated with this period.

Does a shareholder transfer have to be approved by the DBD?

Not ordinarily as an approval of the private transfer itself. The transfer must comply with the legal formalities and be entered in the company’s shareholder register. An updated shareholder list is filed with the DBD when required, but it is not a substitute for the transfer documents and internal register.

Can the company change its address before VAT records are updated?

The timing should be reviewed before the move. A VAT-registered company may be required to notify the Revenue Department in advance, and the procedure can differ when moving to another tax jurisdiction. The lease, DBD filing, VAT process and actual move should be coordinated.

Does adding a business objective permit the company to begin that activity?

No. An objective amendment does not replace a Foreign Business Licence, BOI approval, sector licence, product registration or other permission that may apply to the activity.

Does increased capital guarantee a foreign director’s work permit?

No. Capital may be relevant, but work authorisation also depends on the proposed role and the applicable corporate, employment, office, tax and immigration requirements. Approval remains subject to the relevant authorities.

Does a company need a new tax identification number after changing its name?

A name change does not create a new legal entity, so the company generally retains its registration and tax identity. The company must nevertheless update the Revenue Department and other records so documents are issued under the current name.

Can the company make several amendments in one project?

Often yes, but the actions must be sequenced correctly. A new shareholder, capital increase, director appointment and signing-authority change may be connected, while each still requires its own legal steps and supporting evidence. Combining them without a transaction sequence can produce inconsistent effective dates.

Will DBD approval confirm that the commercial arrangement is legally suitable?

No. Registration confirms the approved public filing. It does not confirm that a share transfer complies with a private agreement, that the company has a required licence, that a foreign ownership structure is permitted for the activity, or that the amendment achieves the parties’ intended control and economic arrangements.

When a legal review is useful

A straightforward clerical amendment may require limited assistance. A legal review becomes more valuable when the change affects ownership, control, funding, foreign business restrictions, a licence, BOI conditions, a dispute, a property interest or a foreign director’s work role.

For an initial review, you may provide as much information as is convenient about the company, the proposed change, the shareholders and directors involved, the intended effective date, the reason for the amendment and any relevant licence, bank or work permit deadline. Existing company documents can be provided after the scope has been identified.

If the amendment forms part of a wider restructure or a new business project, our page concerning company registration and corporate structuring in Thailand explains the broader issues that foreign investors commonly need to consider.

Ask Our Legal Team to Review the Proposed Company Amendment

Send us a brief description of what you want to change and the business result you expect. A short summary is sufficient for the first enquiry.

Send Us a Brief Summary of the Amendment

Initial enquiries are handled by email so that our legal team can review the relevant information before recommending the appropriate course of action.

About TILA LEGAL

TILA LEGAL is a private law firm in Thailand. We provide legal advisory, corporate structuring, document preparation and related professional services.

For more than 20 years, our firm has advised foreign investors, business owners and individuals on legal matters in Thailand. Our corporate work includes reviewing proposed changes to ownership, directors, signing authority, capital, objectives and registered details, preparing the required corporate documents and coordinating the related legal steps.

TILA LEGAL is not affiliated with any government authority and does not act on behalf of any government agency. Government registrations, licences and approvals remain subject to the consideration of the relevant authorities.

General information notice: This article provides general information as of the review date. It is not legal advice for a particular company or transaction. Legal requirements, electronic filing procedures, forms, fees and administrative practices may change. The correct procedure should be confirmed from the company’s current records, the proposed amendment and the requirements of each relevant authority.