Reviewed by ThaiLawOnline, a licensed Thai law firm practising in Thailand since 2006. Thai lawyer of record: Wichuda Atthamethakon, LL.M., Thai Bar Licence 3149/2556.
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A company director (กรรมการบริษัท, kammakan borisat, in a Thai company often called the authorised director or managing director) is the person appointed by the shareholders to manage a company limited and to sign for it. Thai law does not separate the board from management as strictly as some systems do: the directors named in the company affidavit are the company’s legal representatives, and the affidavit says which of them may bind it and whether the company seal is needed. A foreigner may be a director, and often is the only one, which is precisely why the duties and the personal exposure matter.
Table of Contents
Appointment, authority and duties under the Code
Appointment and removal belong to the general meeting of shareholders under Section 1151 of the Civil and Commercial Code; the board cannot appoint its own members except to fill a casual vacancy, and the replacement serves only the rest of the departing director’s term (section 1155). A director must be of full age (20, or earlier by marriage), vacates office on becoming bankrupt or incompetent (section 1154), and need not be Thai or hold shares unless the articles say so. Every change must be registered with the DBD within 14 days under Section 1157, and until it is, third parties may rely on the old affidavit.
Duties. Section 1168 requires a director to conduct the business with the diligence of a careful businessman, to see that shares are paid up, proper books kept and dividends paid only from profits, and it forbids running a competing business without the general meeting’s consent. Under Section 1169 the company may sue a director for damage caused by breach of these duties, and if the company will not, a shareholder or creditor may.
Practical points for a foreign director
Signing. DBD filings are signed by the authorised director personally, so a director who lives abroad should plan how each signature will be given and, if required, certified. If a foreign director holds sole or joint signing authority in a company with no foreign shareholders, DBD Order 2/2569 (from 1 August 2026) requires an Investment Confirmation Letter with the application to register the appointment and, if the change comes within a year of incorporation, a bank statement showing the company received its full subscribed capital.
Work permit. Being named as a director is not in itself work, but running the business day to day from Thailand is, and a foreigner who does so without a work permit risks arrest and deportation, with the company fined as employer. Resigning is not enough to end exposure: a resignation takes effect against the outside world only once the DBD has registered it, so a departing foreign director should file the change or get proof that the company has.
When a director is personally liable
The company is a separate juristic person, so a director is not liable for its debts merely because of the office. Personal liability arises from fault: acting outside the company’s objects or the director’s own authority, causing loss through negligence or self-dealing, paying dividends out of capital, or failing to make the filings the Code requires, where the fines fall on each director as well as the company.
Criminal statutes go further. Many Thai Acts, from the Revenue Code to the PDPA, make a director, manager or other person responsible for the company’s operations liable for an offence committed by the company where the offence resulted from that person’s own order or act, or from a failure to order or act when they had a duty to do so. A director who signs whatever the accountant presents carries that risk personally.
Last reviewed: 28 September 2026. Civil and Commercial Code sections 1151, 1154, 1155, 1157, 1168 and 1169 and clauses 2, 4 and 5 of DBD Central Registrar Order 2/2569 were read in Thai. The work-permit and criminal-liability paragraphs were not re-read against those statutes.
Frequently asked questions
Can a foreigner be the sole director of a Thai company?
Yes. A Thai company limited needs at least one director, and the Civil and Commercial Code does not require any director to be Thai. Some licensed activities, and some banks in practice, ask for a Thai director, and a foreign director who manages the business in Thailand needs a work permit.
Does a company director in Thailand need a work permit?
Holding the office alone does not require one, but managing the company’s operations from inside Thailand is work under the Foreigners’ Working Management Emergency Decree and does. Signing occasional documents while visiting is tolerated in practice; running the office, dealing with staff and customers or drawing a salary is not.
Is a director personally liable for the debts of a Thai company?
Not for the debts themselves, because the company is a separate legal person. A director becomes liable for loss caused by breach of duty under Sections 1168 and 1169, for acts outside the company’s objects, and under many statutes for offences the company commits, but only where the offence resulted from the director’s own order or act, or from a failure to order or act where the director had a duty to do so; the older provisions presuming a director guilty unless they proved otherwise were removed by the Act amending the criminal liability of representatives of juristic persons B.E. 2560.
See also: Company limited, Shareholder, Registered capital, appointing and removing a company director in Thailand and corporate criminal liability and directors.
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