{"id":26816,"date":"2026-10-18T12:47:46","date_gmt":"2026-10-18T05:47:46","guid":{"rendered":"https:\/\/www.thailandlawyer.com\/en\/?p=26816"},"modified":"2026-11-02T16:43:42","modified_gmt":"2026-11-02T09:43:42","slug":"remove-company-director-thailand","status":"publish","type":"post","link":"https:\/\/www.thailandlawyer.com\/en\/remove-company-director-thailand\/","title":{"rendered":"Removing a Company Director in Thailand: The Shareholder Meeting Route"},"content":{"rendered":"\n

Short answer:<\/strong> 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.<\/p>\n\n\n\n

Part of the Business Partner Fraud in Thailand<\/a> guide.<\/p>\n\n\n\n

Why the general meeting?<\/h4>\n\n\n\n

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.<\/p>\n\n\n\n

Steps<\/h4>\n\n\n\n
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  1. Reach one-fifth of the shares<\/strong> using the latest shareholder list.<\/li>\n\n\n\n
  2. Sign a written request stating the purpose<\/strong> \u2014 remove and appoint directors, change signing authority.<\/li>\n\n\n\n
  3. Directors must call the meeting promptly<\/strong>; the Court treated this as mandatory, with no discretion.<\/li>\n\n\n\n
  4. After 30 days without a call<\/strong>, the requesting shareholders may convene it.<\/li>\n\n\n\n
  5. Follow notice, quorum and voting rules<\/strong> in the Code and the articles (to be checked case by case).<\/li>\n\n\n\n
  6. Register the change<\/strong> \u2014 an appointee whose appointment was not registered was not treated as a director.<\/li>\n<\/ol>\n\n\n\n

    Irregular meetings<\/h4>\n\n\n\n

    A resolution passed in breach of the law or the articles may be revoked by the court on an application within one month \u2014 see [challenging shareholder resolutions<\/a>].<\/p>\n\n\n\n

    After the change<\/h4>\n\n\n\n

    The new board can sue the former director for the company. If you lack the votes, see [suing a director as a shareholder<\/a>].<\/p>\n\n\n\n

    Speak to a Thai Corporate Lawyer About Removing a Director<\/h4>\n\n\n\n

    Pattara Law Firm advises on Thai corporate procedure<\/a>, drafts EGM requests, notices and minutes, and coordinates registration. We do not guarantee outcomes.<\/p>\n\n\n\n

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    Consult Our Corporate Lawyers<\/a><\/div>\n<\/div>\n\n\n\n