Corporate & Business Lawyers in Thailand.

The compliance calendar nobody reads until it bites

A Thai limited company carries a set of deadlines that are cheap to meet and expensive to miss. Financial statements have to be audited and approved within four months of the accounting year end. The shareholder list is filed within fourteen days of the ordinary general meeting. Meeting minutes have to be recorded and kept at the registered office. Approved dividends are paid within one month of the resolution. Each of these carries its own fine on the company, on the directors, or on both.

None of this needs a lawyer month to month. It does need someone to have set the calendar up correctly once, which is what corporate compliance work is. Firms that also do company secretarial work will often run it for you.

Transactions and exits

Buying, selling or combining companies brings in a second layer of rules. Competition law sits under the Trade Competition Act B.E. 2560 (2017), and the Trade Competition Commission has issued separate notices on when a merger has to be notified and when it needs prior approval. Mergers and acquisitions work also has a corporate tax dimension, because on a merger each entity is treated as dissolved for tax purposes and assets are valued at market price on the merger date.

Closing a company is a formal process rather than an act of walking away. Shareholders pass a special resolution to dissolve and appoint a liquidator; the liquidator registers the dissolution within fourteen days, publishes notice in a newspaper, and writes to every creditor by registered post. The liquidator then reports to the Registrar every three months until the liquidation is registered as complete, and only at that point does the company stop being a juristic person. Missing those steps carries fines on the liquidator personally, up to eighty thousand baht for the failure to notify creditors. Business liquidation is where that runs.

Getting the start right

If you are still before the incorporation stage, company registration is the practical first step, and it is much cheaper to structure correctly than to restructure. Franchised businesses have an extra layer, because the Trade Competition Commission has published guidelines on unfair trade practices in franchising that shape what a franchise agreement can contain.

The one structure to avoid entirely is the informal one. Foreign investors are regularly offered arrangements with Thai shareholders who hold shares in name only, and the Foreign Business Act makes that a criminal offence for both sides, carrying imprisonment of up to three years, a fine of one hundred thousand to one million baht, or both. Our guide to nominee shareholders explains where the legal line runs and what legitimate structures look like.

What it costs, in context

Official costs are modest and published. Registering a limited company costs 5,000 baht, with 500 baht for the memorandum of association and 500 baht for each later amendment registration. Corporate income tax is 20 percent of net profit, with reduced rates for smaller companies.

Legal fees are set by each firm, and the shape matters more than the number. Incorporations and standard document work are usually quoted as a fixed fee. Licensing applications, transactions and disputes are usually hourly, because the timetable depends on a regulator or a counterparty rather than on the firm. Ask what is included and what triggers extra charges before you engage anyone.

This page is general information, not legal advice. For a specific company or transaction, speak with a qualified lawyer: the firms below list their languages, locations, and areas of focus.