Directors of a Thai Company

Updated on Thursday 22nd September 2016

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In case you are a foreign investor looking to set up a business in Thailand, you should be aware of the legislation relating to naming a director or a board of directors in this country. 

The most usual form of business entity utilized by foreign investors in Thailand is the private limited company. Such an entity is managed by a board of directors in compliance with the memorandum of association and the articles of association of the company. The minimum number of directors which is required is one. Private limited companies in Thailand are regulated by the Thai Civil and Commercial Code, which does not provide any regulations that limit the right of foreign citizens to own shares in such an organization. Our law firm in Thailand can offer more information on this matter.

Can foreign citizens by directors of a Thai company?

The Civil and Commercial Code does not impose any regulations relating to the nationality of the directors in a private limited Thai company. It is therefore possible for a foreign citizen to become one of the directors or the sole director of a Thai company.

After being named the director of a Thai company, a foreign citizen would need to apply for a work permit with the relevant authorities, even if he or she is not paid for this position. 

For foreign citizens who live outside Thailand, a work permit is not required even if the person in question regularly signs documentations for the organization, as long as this is undertaken from outside the country. Our Thai lawyers can provide more details on how to obtain a work permit in the country. 

Duties and responsibilities of directors in a private limited Thai company

According to the Thai Civil and Commercial Code, the duties of the directors of a private limited Thai company consist of:

•    Managing the company according to their experience and knowledge;
•    Making sure that the payment of shares is made by the shareholders;
•    Organizing the keeping of books and documents;
•    Distributing the dividend or interest payments;
•    Enforcing the decisions made in the shareholder meetings.

Among the responsibilities of the directors of such a Thai company, we would like to mention:

•    He or she should not effectuate trading transactions of the same nature and competing with that of the business, either on his or her own account or those of third individuals, without prior consent or decision of the shareholder meeting;
•    He or she should not partner with unlimited liability in other companies of the same nature or competing with that of the organization.

Please get in touch with a Thailand lawyer for more details regarding the legal responsibilities that directors of a Thai company have to meet.


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