Change the Company Objectives or Activities in Thailand

When do you need to change your objectives?

• Starting a new line of business: the company plans to offer new products or services.
• Changing direction: some current activities no longer fit the business.
• Licences and permits: a licence, bank or authority asks you to show the activity in your registered objectives.
• New contracts: a client or tender requires the activity to be part of your registered objectives.

What Thai law requires

• Special resolution: the shareholders must pass a special resolution to amend clause 3 (objectives) of the Memorandum of Association.
• 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 the agenda item to amend the company’s objectives and clause 3 of the Memorandum of Association.
• 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.
• Registration: an authorised director, as registered with the DBD, files the application with the registrar.

How the process works

1. Draft the new objectives: we review your current objectives and draft the new or amended activities in line with the DBD rules.
2. Send the meeting notice: we prepare the notice and send it to every shareholder at least 14 days before the meeting.
3. Hold the shareholders’ meeting: the shareholders pass the special resolution.
4. File with the DBD: we prepare the registration documents and file them at the DBD office for your head office location, or online through DBD Biz Regist.
5. Receive the updated documents: you get an updated company affidavit showing the new objectives.

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 objectives approved by the shareholders’ special resolution, or a description of the new activities so we can draft them for you

Documents for the registration

VEACCO prepares these for you:

1. Application to register a limited company (Form Bor Or Jor 1)
2. Registration certification form
3. Amendment and/or special resolution details (Form Bor Or Jor 4)
4. Objectives form (Form Wor), listing all the objectives as amended by the special resolution
5. The amended Memorandum of Association, with 50 baht stamp duty
6. Form Sor Sor Chor 1 (only items 1 and 6 are filled in)
7. Approval from the relevant authority, only for businesses controlled by a special law
8. Copies of the ID cards or passports of the directors who sign the application
9. Copy of evidence of the person certifying signatures, if any
10. 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

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.

What VEACCO does for you

• Reviews your current objectives and drafts the new activities in DBD wording
• Prepares the meeting notice, minutes and every DBD form
• Files the change and follows up with the registrar
• Checks whether the new activity needs a licence or approval
• Explains each step in English, so you always know where things stand

Frequently asked questions

Can we add new objectives without removing the old ones? Yes. You can add new activities, change some, or remove those you no longer need. Form Wor lists all the objectives as they stand after the change.

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

Do we need approval from another authority? Only if the new activity is controlled by a special law. In that case, evidence of approval from the relevant authority is filed with the application.

Can a foreign-owned company add any activity? Not always. Some activities are restricted for foreign-owned companies under the Foreign Business Act. We check this before the change is filed.

How long does it take? The main waiting time is the 14-day notice period before the shareholders’ meeting. After the meeting, the DBD filing itself is usually quick.