ภาษาไทยShort answer: Only the general meeting can appoint or remove directors of a Thai limited company. Shareholders holding at least one-fifth of the shares may require an extraordinary general meeting (EGM) ; if the directors do not call it within 30 days, the shareholders may call it themselves.
Part of the Business Partner Fraud in Thailand guide.
Why the general meeting?
Shareholders cannot manage the company personally. The Supreme Court has said the proper course is to replace the board by resolution so the new board can act for the company.
Steps
- Reach one-fifth of the shares using the latest shareholder list.
- Sign a written request stating the purpose — remove and appoint directors, change signing authority.
- Directors must call the meeting promptly; the Court treated this as mandatory, with no discretion.
- After 30 days without a call, the requesting shareholders may convene it.
- Follow notice, quorum and voting rules in the Code and the articles (to be checked case by case).
- Register the change — an appointee whose appointment was not registered was not treated as a director.
Irregular meetings
A resolution passed in breach of the law or the articles may be revoked by the court on an application within one month — see [challenging shareholder resolutions].
After the change
The new board can sue the former director for the company. If you lack the votes, see [suing a director as a shareholder].
Speak to a Thai Corporate Lawyer About Removing a Director
Pattara Law Firm advises on Thai corporate procedure, drafts EGM requests, notices and minutes, and coordinates registration. We do not guarantee outcomes.
- Telephone: +66 99 249 5989
- LINE Official: @patt
- WhatsApp: +66 99 249 5989
- Email: info@thailandlawyer.com
Need Further Legal Guidance?
You may send us a brief summary of your matter for a preliminary review by our legal team. Alternatively, you can contact us directly via the channels below.
About the Author
