Why Must Foreign Directors with Signing Authority in Thai Companies Obtain a Work Visa?

— A Legal Interpretation and Practical Analysis Based on the Foreigners’ Working Act

In foreign-invested companies registered in Thailand, many Chinese investors serve as directors (กรรมการ), and some even act as the sole authorized signatory directors. For convenience, some companies allow foreign directors to sign and participate in management without obtaining the appropriate visa during initial operations, but this practice carries significant legal risks.

This article explains, under the current Thai legal framework, why a foreign director with signing authority who performs duties in Thailand must obtain a Non-B business visa and a work permit; otherwise, such conduct constitutes “illegal work,” for which both the company and the individual may be held legally liable.

I. Thailand’s Legal Definition of “Work” is Broad

The primary applicable legislation in Thailand is:

• The Foreigners’ Working Act B.E. 2521 and its amended version B.E. 2561 (2018)

Section 5 of the Act clearly states:

“‘Work’ means exerting physical or mental effort to engage in work, regardless of whether wages or other benefits are received.”

This definition explicitly includes any physical or mental action carried out for work purposes, whether or not remuneration is involved. Key implications include:

• The concept of “work” is behavior-based, not compensation-based;

• Signing documents, managing operations, attending meetings, or giving staff directions all fall under the scope of “work”;

• Any foreign individual conducting such activities in Thailand must obtain a valid work permit.

II. Directors’ Duties Fall Within the Definition of “Work”

In actual corporate operations, foreign directors commonly perform the following functions:

📌 Conclusion: Once a director holds external signatory authority or is actively involved in business operations and management, such actions constitute “work” and therefore require a Non-B visa and a valid work permit.

III. Legal Consequences: Foreign Directors Working Without a Permit

According to the amended provisions of the Foreigners’ Working Act:

Section 51:

“Any alien who works without a work permit shall be liable to imprisonment for a term not exceeding five years or a fine from 2,000 Baht to 100,000 Baht, or both.”

Section 54:

“Any employer who hires an alien without a work permit shall be fined from 100,000 to 400,000 Baht per alien.”

IV. Common Misconceptions and Risks of Foreign Directors Not Obtaining Work Visas

V. Recommended Pathways for Legalizing Signatory Directors

VI. TMA Can Assist You in Establishing a Legally Compliant Director Structure

As a professional service provider, TMA offers end-to-end support from company incorporation, director visa application, and signatory structure design to outsourced compliance operations:

✅ Full-process application for Non-B business visa and work permit for foreign directors

✅ Coordination with the Department of Employment and Immigration Bureau for director registration

✅ Legal structuring of Articles of Association and director authorization hierarchy

✅ Optimization of signing procedures (e.g., co-signing or alternate director structures)

✅ One-stop outsourcing for accounting, taxation, HR, social security, and BOI compliance reporting

📧 Contact Consultant: Christina Zhang

📞 +66 065-868-1986

📩 christina@tmathaigroup.com

✅ Conclusion: Legalizing directorship is not just a formality, but a responsibility.

Serving as a company director in Thailand is not a nominal role—it entails legal identity and real responsibilities.

Any foreigner who holds signatory authority or engages in company operations must lawfully hold a business visa and work permit.

✅ Legal status protects not only the individual but also shields the company from substantial fines and potential project invalidation.

TMA recommends all businesses design a compliant corporate structure from the outset to avoid serious legal issues arising from unauthorized signatory actions during operations.