Registration of amendment

As a business grows, its corporate structure and registered information may change. Common examples include the company name, registered office, branches, directors, signing authority, business objectives, registered capital, company seal, and partnership information.

An internal decision alone may not be sufficient. Important changes must be registered with Thailand’s Department of Business Development, or DBD. Some changes must also be reported separately to the Revenue Department, Social Security Office, banks, and licensing authorities.

Inconsistent information across government and commercial records can cause difficulties when opening bank accounts, executing contracts, issuing tax invoices, filing taxes, or completing transactions in the company’s name.

Taxpoint provides company registration amendment services, including resolution review, document preparation, DBD filing, and guidance on the other records that may need to be updated.

What registered information can be amended?

Limited companies

• Company name

• Company seal

• Head-office and branch addresses

• Province of the registered head office

• Business objectives

• Appointment or resignation of directors

• Directors authorized to bind the company

• Signing and company-seal requirements

• Registered capital, number of shares, and par value

• Capital increases or reductions

• Articles of association

• Liquidator, liquidator authority, or liquidator’s office during liquidation

Registered partnerships

• Partnership name and seal

• Head-office or branch address

• Business objectives

• Admission or withdrawal of partners

• Managing partners

• Partner contributions and partner classifications

• Restrictions on the managing partner’s authority

The correct resolution, form, and supporting documents depend on the amendment. The entity should first determine whether it requires a board resolution, shareholder resolution, special resolution, or agreement among the partners.

Which amendments require a special resolution?

Amendments to a company’s memorandum—such as its name, registered-office province, objectives, or registered-capital information—generally require a shareholders’ meeting and special resolution.

The meeting notice must normally be delivered at least 14 days in advance, or within the period stated in the company’s articles. The proposed amendment should be clearly identified in the meeting agenda.

A special resolution requires at least three-fourths of the votes of the shareholders attending and entitled to vote.

A company changing its name must reserve the new name with the DBD. If the existing company seal contains the former name, the seal should be amended in the same application.

Changing directors or signing authority

The appointment, resignation, or removal of a director and any change to the persons authorized to bind the company must be supported by the proper resolution under the law and the company’s articles.

A director change must be registered with the DBD within 14 days from the effective change.

Where a director resigns by submitting a resignation letter, the relevant period is generally determined from the date the company receives the resignation or the date on which it becomes effective.

Changing the directors’ signing authority generally requires a shareholder resolution unless the articles authorize the board to approve it.

The wording should be reviewed carefully, including the number of required signatories, the use of the company seal, and any special conditions, because it affects contracts, banking, and other corporate transactions.

Changing the registered office or branch

Moving an office within the same province and moving it to another province require different procedures.

• Move within the same province: Register the new address using the resolution required under the articles.

• Move to another province: Amend Clause 2 of the memorandum concerning the head-office province and obtain a special shareholder resolution.

• Open or close a branch: Register the branch change and determine whether tax and licensing records must also be amended.

Supporting documents may include a lease, premises consent, owner documents, a map, and establishment photographs, depending on the receiving authority.

Is a shareholder change registered with the DBD?

A private-company share transfer is not registered with the DBD in the same manner as a director change.

The transfer should be completed under the applicable share-transfer procedure and recorded in the company’s shareholder register. The company may then prepare Form Bor.Or.Jor.5 as a copy of the shareholder list for submission to the DBD.

The DBD’s receipt of Form Bor.Or.Jor.5 does not register, certify, or create a person’s shareholder rights. Those rights depend on the underlying transaction and the company’s shareholder register.

A company normally submits the shareholder list at least once a year, within 14 days after its annual general meeting.

Where a transfer changes the foreign-ownership percentage, the business should review the Foreign Business Act, sector licences, and other regulatory restrictions before proceeding.

Must the Revenue Department also be notified?

A VAT-registered entity must determine whether the amendment affects its VAT registration. Form Por.Por.09 is generally used.

Changes reported within 15 days after they occur

• Registered business name

• Establishment name

• Address details

• Ordinary business type

• Principal goods or services

• Other material VAT-registration information

Changes generally reported at least 15 days in advance

• Moving an establishment

• Opening or adding a branch

• Receiving a business transfer where the statutory requirements apply

Supporting documents may include Form Por.Por.09, the original Por.Por.20 VAT certificate, the updated company affidavit, premises documents, a map, photographs, and a power of attorney.

A DBD amendment does not necessarily update Revenue Department records automatically. The VAT-registered business remains responsible for submitting the required notification.

Other authorities and business records

After completing the DBD amendment, the entity should determine whether it must also update:

• The Social Security Office

• The Workmen’s Compensation Fund

• Banks and payment providers

• The Customs Department

• The Board of Investment

• Sector-specific licensing authorities

• Landlords and office providers

• Customers, suppliers, and contractual counterparties

• RD e-Filing, e-Tax Invoice, and accounting systems

• Insurers and utility providers

• Employer records and foreign-employee work permits

An employer changing its name, address, branch, or business type should review the requirement to submit Employer Fact Amendment Form SSO 6-15, generally within 30 days after the change.

Documents generally required

Actual requirements depend on the amendment. Common documents include:

• Current company affidavit

• Memorandum and articles of association

• Latest shareholder list

• Identification documents of directors or managing partners

• Director resignation letter

• Meeting minutes and resolutions

• New company-name reservation

• New company-seal design

• Lease or premises-consent documents

• Map and establishment photographs

• Capital increase, reduction, or share-payment documents

• Shareholder register and share-transfer documents

• Por.Por.20 VAT certificate

• Power of attorney and representative documents

Taxpoint’s registration amendment process

1. Identify the required amendments

We review whether the change concerns the company, partnership, memorandum, articles, shareholders, or records maintained by other authorities.

2. Plan the correct sequence

Some amendments require a name reservation, meeting, or advance Revenue Department notification. The sequence should be planned before selecting the effective date.

3. Prepare the resolutions and documents

We prepare the application forms, resolutions, minutes, supporting records, and power of attorney within the agreed service scope.

4. File and follow up with the DBD

We submit the registration amendment and assist with corrections or additional document requests.

5. Identify follow-up notifications

We advise which records may need to be updated with the Revenue Department, Social Security Office, banks, contractual parties, or licensing authorities.

6. Deliver the updated records

After registration, we provide the result and explain when the new name, address, signing authority, or other amended information should be used.

Common mistakes

• Using a new company name before registration is complete

• Moving a VAT-registered establishment without advance notification

• Preparing a resolution that does not match the filed amendment

• Failing to register a director change within the required period

• Changing signing authority without notifying banks or counterparties

• Treating Form Bor.Or.Jor.5 as proof of shareholder ownership

• Updating DBD records but not Revenue Department or SSO records

• Amending business objectives without checking sector licences

• Submitting incomplete premises documents or inconsistent addresses

Service scope and fee

The service may include:

• Review of the required registration amendments

• Advice on resolutions and supporting documents

• Preparation of the DBD forms and filing package

• Registration filing and follow-up

• Guidance on Revenue Department and other authority notifications

The service fee starts from THB 2,500, excluding government fees.

The final fee depends on the type and number of amendments, the authorities involved, and document readiness.

The quotation should state whether Por.Por.09 filing, SSO notification, company-name reservation, affidavit retrieval, or other authority services are included.

Update the records before using the new information

A successful registration amendment involves more than obtaining DBD approval. The DBD, Revenue Department, Social Security Office, bank, accounting records, licences, and contractual documents should remain consistent.

Taxpoint can review, plan, and coordinate the company registration amendment process for your business.

Contact us for a free initial consultation before proceeding.