What Directors of Thai Companies Are Actually Signing Up For
People accept directorships in Thai companies more casually than they should. The title arrives, the Bor.Jor.6 gets filed, and the person named rarely reads the provisions that now apply to them. Those provisions are not decorative.
The role, in law
Under CCC Section 1144 a Thai company must have at least one director, and directors represent and bind the company. Appointment comes by shareholder resolution under Section 1145, and the director's name, nationality, and address are filed with the registrar. From that filing forward, the person is a legally accountable fiduciary — not merely a senior employee with a title.
There is no nationality restriction on directors. A foreigner may serve as sole director of a Thai company. What a foreign director cannot do is exercise control that, in substance, makes a nominally Thai-majority company foreign-controlled in fact — that route leads back to the nominee provisions of the FBA.
Two categories of duty
Statutory duties are the concrete ones: maintain the company's books and records under Section 1166, implement shareholder resolutions, ensure shareholders meet their payment obligations, and refrain from competing with the company without prior shareholder approval under Section 1168.
Fiduciary duties are broader and, in practice, where directors get into difficulty. Act in good faith. Act in the company's interest rather than your own. Avoid conflicts between personal and corporate matters. These sound obvious in the abstract and become genuinely difficult when a director has other business interests, related-party opportunities, or a personal stake in a transaction the company is considering.
Who can sue
This is the provision worth reading carefully. CCC Section 1169 makes a director personally liable for damages caused by violations of law, the Articles, or their duties — and it gives three different parties standing to bring that claim.
The company itself can sue, through the board or a shareholder meeting. Shareholders can sue directly if the company declines to act — a deliberate safeguard against boards protecting their own. And creditors can pursue a director where their claims are unsatisfied and the director acted with gross negligence or intent to defraud.
That three-way exposure is by design. A director who assumes an uncooperative board will shield them has misread the statute.
The exit that isn't
A director resigns by written notice to the company, effective on receipt — Section 1153. That resolves the internal relationship immediately.
It does nothing about the outside world. Until the Bor.Jor.6 is updated with the DBD, the registry still names the resigned director, and third parties dealing with the company are entitled to rely on what the registry says. A supplier who contracts with the company has no way of knowing about a resignation letter sitting in a drawer.
The filing obligation sits with the company, and the company is the party that may have every reason not to bother. But the exposure sits with the departed director. If you resign from a Thai directorship, confirm the filing happened, keep your dated resignation letter, and ensure any signing credentials in your name are deactivated. If you hold — or are considering — a directorship in a Thai company, get in touch.
Law stated as at the date of publication: July 9, 2026.
This article provides general information on Thai company and intellectual property law and is not legal advice. It does not create a lawyer-client relationship, and each matter turns on its facts. Mikołaj Kawka advises on cross-border corporate structuring and works with Thai-qualified counsel on Thai-law matters.