Updating Company Directorship: Appointing Foreign Directors

Regulations and Procedures for Registering Foreign Partners in a Partnership or Appointing Foreign Authorized Directors in a Limited Company

Under the new directive, directors applying for these changes must confirm that every partner in the partnership, or every shareholder in the company, has genuinely invested and paid up their capital. Furthermore, they must confirm that no Thai national is providing assistance, support, or jointly operating the business with a foreigner as a nominee.

It is important to note that any Thai national or legal entity assisting, supporting, or operating a business with foreigners as a nominee—allowing foreigners to operate a business in avoidance or violation of the Foreign Business Act, B.E. 2542 (1999), Section 36—faces penalties of up to three years in prison, a fine ranging from 100,000 to 1,000,000 Baht, or both.

Additionally, providing false information regarding investments and shareholding in a partnership or company to the Registrar constitutes a criminal offense for filing a false statement to a public official. Under the Criminal Code:

Section 137: Carries a penalty of up to six months in prison, a fine of up to 10,000 Baht, or both.
Section 267: Carries a penalty of up to three years in prison, a fine of up to 60,000 Baht, or both.

By proceeding, applicants also consent to allowing the Registrar or relevant officials to forward this information to law enforcement agencies for further legal action if necessary.

“This directive is effective from April 1, 2026, onwards.”