An ordinary resolution — a simple majority of votes cast at a properly convened meeting with a quorum present — is sufficient under the Civil and Commercial Code. No special majority is required by default. The Articles of Association may prescribe a higher threshold or additional procedural requirements; we review the Articles before drafting to confirm the applicable vote.

A Thai limited company must have at least one director at all times. Where the director being removed is the sole director, a replacement must be appointed before or simultaneously with the removal. We identify this at the governance review stage and advise on filing a director appointment (Scenario S.1) to coincide with or precede the removal so the company is never left without a registered director.

The removed director's signing authority ceases once the updated affidavit is issued. Banks and counterparties rely on the current affidavit — until it shows the removal, they may continue to accept documents signed by the former director. Notify your bank immediately after receiving the updated affidavit and present it to update the bank's mandate records. Where signing authority needs to be reassigned to another director, file a signing authority change (Scenario S.3) simultaneously with this removal.

Directorship and shareholding are separate matters. Removing the person from the board does not affect their shareholding — they remain a shareholder with the same rights as before. A director-shareholder may vote on their own removal unless the Articles specifically prohibit this. We review the shareholding structure and the Articles before drafting to confirm how to handle this correctly.

A voluntary resignation uses the director's signed letter as the basis for the DBD filing — simpler and faster. A removal by shareholder resolution is used where the director will not or cannot cooperate — it requires a properly convened shareholder meeting and resolution, and takes slightly longer (7–10 working days) as a result. The outcome — an updated Bor Or Jor 5 and revised affidavit — is the same in both cases. If you have the director's cooperation, the resignation route is generally preferable.