Corporate Secretarial — Scenario S.1
Appoint New Director to a Thai Company
A new director has no legal authority to sign documents, open bank accounts, or represent your company until the DBD registration is complete. We prepare the resolutions, handle the Bor Or Jor 5 filing, and deliver an updated company affidavit — so the appointment is legally effective and properly documented.
Why Director Appointments Must Be Filed With the DBD
In Thailand, a director's authority to act on behalf of a company is not created by a board resolution alone. It becomes legally effective — and publicly recognised — only once the appointment is registered with the Department of Business Development and the company affidavit is updated. Until that point, banks will not accept documents signed by the new director, government agencies will not recognise their authority, and counterparties conducting due diligence will not see them listed as a director.
This matters in practice. We regularly see situations where a new director has been in the role for weeks or months — signing contracts, approving payments — before anyone realises the DBD filing was never completed. In those cases, every document signed during the gap carries legal uncertainty. The filing deadline under Thai law is 14 days from the date of the resolution.
Our process is designed to move quickly once we have the required information. We draft the resolutions, prepare the director consent documents, complete the Bor Or Jor 5 filing, and collect the updated affidavit — typically within 7 to 10 working days of receiving everything we need from you.
What to Think About Before Appointing a New Director
Signing authority: Appointing a new director does not automatically give them signing authority. Signing rules in Thailand are set separately in the DBD registration. When you add a director, decide upfront whether they should have individual signing authority, joint authority with another director, or no signing authority at all. We confirm this before drafting the resolution so the filing reflects exactly what you intend.
Foreign directors: There are no nationality restrictions on who can be a director of a Thai limited company. However, if the new director will need a work permit, the company's registered capital, employee headcount, and tax payment history all affect eligibility. If the company holds a Foreign Business Licence or BOI promotion, we review these before filing to ensure the appointment doesn't inadvertently affect your compliance status.
Multiple appointments: If you're adding more than one director at the same time — for example, after a shareholder restructure or when establishing a new management team — a single resolution and a single DBD filing can cover all appointments simultaneously. Let us know when you make contact and we'll provide an adjusted quote.
How We Handle It
Company profile review
Before drafting anything, we review your current DBD registration — existing directors, signing authority rules, and share structure. This confirms whether the appointment has any implications for your Foreign Business Licence, BOI status, or work permit headcount, and determines whether a board resolution, shareholder resolution, or both are required under your Articles of Association.
Information & document verification
We collect the new director's personal details as they must appear on the filing — full legal name, nationality, date of birth, address, and passport or ID number. These must match the identity document exactly; any discrepancy can cause the DBD to reject the filing. We verify these details before preparing any documents.
Resolution drafting
We prepare the shareholder resolution (required by Thai law for director appointments) and, where needed, a board resolution confirming the effective date and signing authority. Resolutions must be correctly dated, reference the right statutory provisions, and be signed by the appropriate parties. We send drafts for review before finalising for signature.
Director consent preparation
Thai law requires the incoming director to sign a formal consent to act as director. This is a separate document from the resolution — it must be signed by the new director personally and submitted as part of the DBD filing package. We draft this document and coordinate signing with the new director directly if they are overseas.
Bor Or Jor 5 preparation & DBD filing
We complete the statutory Bor Or Jor 5 form — the official DBD notification of director changes — along with all supporting documents, and submit the full package to the DBD. We manage any queries from the DBD officer and follow up until the filing is accepted and the register is updated.
Updated company affidavit issuance
Once the DBD has processed the filing, we collect an updated company affidavit showing the new director on the public register. This is the document you'll use to open bank accounts in the new director's name, update signatory records, and present to counterparties requiring evidence of directorship. We deliver it digitally and in certified hard copy if required.
What We Need From You
We'll send you a checklist when you contact us, but most director appointments require the following to get started:
New director's personal details
Full legal name exactly as it appears on their passport or Thai ID, nationality, date of birth, current residential address, and ID or passport number. For foreign directors, a clear passport copy (photo page) is required for the DBD filing.
Effective date of appointment
The date from which the directorship takes effect — typically the date the resolution is signed. This date appears on the DBD filing and the updated affidavit, and affects the 14-day filing deadline.
Signing authority decision
Whether the new director will have signing authority, and if so, on what terms — sole signatory, joint with one other director, or no signing authority. This must be resolved before we draft the resolution, as it affects the DBD filing and the wording on the affidavit.
Current company documents
Your most recent company affidavit, or the Bor Or Jor 5 from the last director change. If your affidavit is more than 6 months old, we recommend obtaining a fresh copy at the same time as the appointment — we can include this in the process.
Existing directors' ID documents
Copies of the passport or Thai ID for the existing director(s) who will sign the resolution. These must match the names on the current DBD register exactly.
What You Receive
Signed shareholder & board resolutions
Executed resolutions approving the director appointment, in a format accepted by the DBD, banks, and legal counterparties. Delivered digitally; originals available on request.
Director consent letter
Signed consent to act as director from the incoming director, as required by Thai law and included in the DBD filing package.
DBD acknowledgement receipt
Official confirmation from the Department of Business Development that the Bor Or Jor 5 filing has been submitted and accepted.
Filed Bor Or Jor 5
The completed and accepted statutory form reflecting the new director's details on the DBD register.
Updated company affidavit
A fresh affidavit from the DBD showing the new director and updated signing authority rules. Ready for bank submissions, government applications, and counterparty due diligence.
Common Questions
Yes — there is no nationality restriction on who can be a director of a Thai limited company. Foreign nationals are appointed as directors of Thai companies routinely. The practical considerations arise elsewhere: if the foreign director also needs a work permit, the company must meet certain thresholds (registered capital, Thai employee headcount, tax payment history). If the company holds a Foreign Business Licence or BOI promotion, we review the implications before filing. In most cases, a foreign director appointment is straightforward.
A new director can sign internal company documents from the effective date stated in the resolution. However, their authority to sign documents that bind the company externally — contracts, bank mandates, government submissions — is only fully recognised once the DBD filing is processed and the affidavit is updated. Banks in particular will not accept signatures from a director who does not appear on the current company affidavit. This is why completing the DBD filing promptly is critical.
Bor Or Jor 5 (บอจ.5) is the statutory form prescribed by the DBD to notify changes in a company's list of directors. It must be filed within 14 days of the resolution approving the appointment. The form records the new director's details as they will appear on the public register and triggers the update to the company affidavit. Filing this form correctly — with matching details across all documents — is essential; errors or mismatches cause the DBD to reject the submission and restart the process.
No. Signing authority is defined separately from directorship in Thailand. A director can be on the register without any signing authority — or they can be given sole authority, joint authority with one or more other directors, or restricted authority for specific transaction types. The signing rules must be explicitly stated in the resolution and reflected in the DBD filing. The resulting affidavit will describe who can sign and under what conditions. We confirm this with you at the start of the process.
Yes — a single resolution and a single Bor Or Jor 5 filing can cover the simultaneous appointment of multiple directors. This is more efficient than filing separately for each appointment, and there is no additional DBD filing fee for including multiple directors in one submission. Contact us with details of all directors being appointed and we'll provide an adjusted quote.
Yes — being overseas does not prevent a director appointment from proceeding. The new director needs to sign the consent to act document, and the existing directors need to sign the resolution. We handle this digitally for most clients, with signed PDFs sufficient for the DBD filing in the majority of cases. If the DBD requires original signatures for a specific situation, we'll advise you on the most practical approach, including notarisation options where needed.
Service Fee
Government fees for updated affidavit pages are charged at cost and not included above. For appointments of two or more directors simultaneously, contact us for an adjusted quote.
Typical Timeline
The statutory deadline for filing a director appointment with the DBD is 14 days from the date of the resolution. We recommend starting the process as soon as the decision is made. DBD processing times can vary during peak periods (February–May).
Related Services
Consult With Our Corporate Advisory Team
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