Amend Articles of Association in Thailand

The Articles of Association set the internal rules of your Thai company, such as how meetings are called, how directors are appointed and when the accounting year ends. They can be changed by a special resolution of the shareholders, either one clause at a time or by cancelling the old articles and adopting a completely new set. The change must then be registered with the Department of Business Development (DBD) within 14 days. VEACCO drafts the new articles and handles the full process in clear English.

When might you amend your Articles of Association?

Changing the accounting year: you want a different year-end for your financial statements.
New shareholders or investors: the rules on share transfers, voting or meetings need to fit a new ownership structure.
Director appointments and powers: you want to change how directors are appointed or how many there are.
Updating old articles: the current articles no longer match how the company works today.

What Thai law requires

Special resolution: the articles can only be changed by a special resolution of the shareholders.
Meeting notice: the notice must be sent by registered mail with return receipt, or delivered by hand, to every shareholder in the register at least 14 days before the meeting, or the longer period set in the company’s articles. If the company has bearer shares, or its articles require it, the notice must also be published in a local newspaper or electronic media.
Agenda: the notice must clearly state each clause of the articles to be amended.
Quorum: at least 2 shareholders must attend, holding together at least one quarter of the company’s capital.
Vote: the change must be approved by at least three-quarters of the votes of the shareholders present and entitled to vote.
14-day registration deadline: an authorised director, as registered with the DBD, files the application with the registrar within 14 days of the special resolution.

How the process works

Draft the changes: we review your current articles and draft the new or amended clauses.
Send the meeting notice: we prepare the notice and send it to every shareholder at least 14 days before the meeting.
Hold the shareholders’ meeting: the shareholders pass the special resolution.
File with the DBD: we prepare the registration documents and file them within 14 days of the resolution, at the DBD office for your head office location or online through DBD Biz Regist.
Receive the updated documents: you get the registered new articles and an updated company affidavit.

Counting of the 14-day notice period starts the day after the notice is sent or published, and the meeting can be held on the day after the notice period ends.

Information we need from you

The details of the new or amended articles

All registration forms and documents must be typed on a typewriter or computer. Handwritten forms are not accepted.

Documents for the registration

VEACCO prepares these for you:

Application to register a limited company (Form Bor Or Jor 1)
Registration certification form
Amendment and/or special resolution details (Form Bor Or Jor 4)
The amended Articles of Association, with 50 baht stamp duty
If the change is to the accounting year and the company has never closed its accounts to prepare a balance sheet, a letter confirming that it has not closed its accounts since it was set up
Copies of the ID cards or passports of the directors who sign the application
Copy of evidence of the person certifying signatures, if any
Power of attorney, if any

Every copy must be certified as correct by at least one applicant. ID copies are certified by the card owner or by at least one applicant.

Government fees

Item	Fee
Registration of amended Articles of Association	500 baht
Company affidavit (certificate)	40 baht per item
Certified copy of registration documents	50 baht per page

These are the DBD’s official fees. VEACCO’s service fee is separate.

Where the registration is filed

Head office in Bangkok: DBD head office (Sanam Bin Nam) or Business Development Offices Areas 1 to 6 (Pinklao, Phahonyothin, Ratchadaphisek, Si Phraya, Srinakarin at Thanya Park, and Chaengwattana Government Complex). Securities businesses file only at Sanam Bin Nam.
Head office in another province: the Provincial Commercial Office of that province.
Online: through the DBD Biz Regist digital registration system.

Frequently asked questions

Can we change only one clause? Yes. You can amend individual clauses, or cancel the old articles and adopt a completely new set.

What vote is needed? A special resolution: at least three-quarters of the votes of the shareholders present and entitled to vote.

How quickly must the change be registered? Within 14 days of the special resolution.

Can we change our accounting year? Yes, by amending the articles. If the company has never closed its accounts for a balance sheet, a confirmation letter is also needed.

Are the Articles of Association the same as the Memorandum of Association? No. The Memorandum sets out the company’s name, province, objectives and capital. The Articles set the internal rules on shares, meetings, directors and accounts.