Reviewed by Wichuda Atthamethakon, LL.M., Thai Bar Licence 3149/2556, for ThaiLawOnline, a Thai law firm acting for foreigners since 2006.
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Every Thai limited company has the same yearly duties: hold the annual general meeting, approve audited accounts, file them with the DBD, file the shareholder list, and file its tax returns on time. We prepare the meeting papers and the filings, and keep the calendar so nothing is missed.
- Who it is for: directors and shareholders of Thai private limited companies, including foreign-owned and BOI companies.
- Fee: fixed fee, confirmed in writing before we start.
- What we do: AGM notice, minutes and resolutions, shareholder list filing, DBD filing of the approved financial statements in coordination with your accountant and auditor, and a deadline calendar.
- Send us the company affidavit, the shareholder register and the financial year end.
- We confirm the fee and the calendar in writing.
- We prepare the AGM notice and papers.
- After the meeting, we file the shareholder list and the financial statements.
Table of Contents
The annual general meeting
A limited company must hold a general meeting within six months of registration, and then at least once in every twelve months (Civil and Commercial Code section 1171). Notice must be sent by registered post with acknowledgement of receipt to every shareholder at least seven days before the meeting, or fourteen days where a special resolution is proposed, and must state the place, date, time and business (section 1175).
Failing to call the meeting under section 1171 is an offence under the Act on Offences relating to Registered Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations B.E. 2499 (section 16), with a fine of up to 20,000 baht. A defective notice under section 1175 carries the same maximum (section 17). Since the Act on Pinai Fines B.E. 2565, these fines are non-criminal fines (ค่าปรับเป็นพินัย).
Financial statements and the audit
The company must prepare a balance sheet with a profit and loss account at least once every twelve months, at the end of its financial year (section 1196). The balance sheet must be audited by one or more auditors and submitted for approval to the general meeting within four months of its date, and a copy sent to each shareholder at least three days before the meeting (section 1197). The directors also present a report on the business of the year (section 1198).
After approval, the directors send a copy of the balance sheet to the registrar within one month (section 1199). The Accounting Act B.E. 2543, section 11, sets the same one-month deadline for filing the financial statements of a Thai limited company, counted from the date of approval at the meeting. Failing to file under section 11 carries a fine of up to 50,000 baht (section 30). Failing to prepare, audit or present the balance sheet is an offence under the 2499 Act (section 18), with a fine of up to 20,000 baht.
The shareholder list
The register of shareholders is kept at the registered office and must be open to shareholders for inspection (section 1139). At least once a year, and no later than fourteen days after the ordinary meeting, the directors send the registrar a list of all shareholders at the date of the meeting and of those who ceased to be shareholders since the last ordinary meeting. This is the list the DBD publishes, so it must match the register.
Tax filings calendar
| Filing | Deadline | Law |
|---|---|---|
| Half-year corporate income tax return (PND 51) | Within 2 months after the end of the first 6 months of the accounting period | Revenue Code section 67 bis |
| Annual corporate income tax return (PND 50) | Within 150 days after the end of the accounting period | Revenue Code section 68 |
| Financial statements to the DBD | Within 1 month after approval at the AGM | Accounting Act section 11; CCC section 1199 |
| Shareholder list to the DBD | Within 14 days after the AGM | CCC section 1139 |
| Change of directors | Within 14 days of the change | CCC section 1157 |
The accounting period is twelve months, with exceptions for a new company and for an approved change of year end (Revenue Code section 65). Monthly filings such as withholding tax and, for a registered business, VAT are handled by your accountant. Read our guide to corporate tax in Thailand.
Director duties
A company is managed by one or more directors under the control of the general meeting (section 1144). Directors must apply the diligence of a careful businessman and are jointly responsible for, among other things, the proper keeping of the account books and documents required by law and the proper enforcement of the resolutions of the general meeting (section 1168). A change of directors must be registered within fourteen days (section 1157); failing to register it is an offence under the 2499 Act (section 13), with a fine of up to 20,000 baht. Our guide to appointing and removing a director covers the change itself.
What to send us
- The company affidavit (certificate) and the memorandum and articles of association
- The current shareholder register
- The financial year end, and the name of your accountant and auditor
- The date of the last AGM and copies of the last filings
- Any change of directors, address or capital during the year
Closing the company instead? See closing a company in Thailand.
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Related: Register a company in Thailand, Corporate tax in Thailand, Company directors.
Frequently asked questions
Does a Thai company have to hold an AGM every year?
Yes. Civil and Commercial Code section 1171 requires a general meeting within six months of registration and then at least once every twelve months.
When must financial statements be filed with the DBD?
Within one month after the general meeting approves them, under Accounting Act section 11 and Civil and Commercial Code section 1199. The meeting must take place within four months of the year end under section 1197.
What is the fine for filing financial statements late?
Accounting Act section 30 provides a fine of up to 50,000 baht for failing to file under section 11.
When is the shareholder list due?
Within fourteen days after the ordinary meeting, under section 1139.
When is the corporate income tax return due?
The annual return (PND 50) within 150 days after the end of the accounting period, under Revenue Code section 68, and the half-year return (PND 51) within two months after the first six months, under section 67 bis.
Are directors personally responsible?
Directors must act with the diligence of a careful businessman and are jointly responsible for the account books and for carrying out the resolutions of the meeting, under section 1168.
Do you do the accounting and audit?
No. A licensed accountant keeps the books and an auditor audits the accounts. We handle the meeting, the corporate filings and the calendar, and work with your accountant and auditor.
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