Law firmBangkokEnglish · Thai · German
YOUR ONE-STOP COORDINATOR FOR INTEGRATED LEGAL, TAX AND BUSINESS SOLUTIONS
Service guide
Corporate Compliance in Thailand.
The annual obligations of a Thai limited company, the exact deadlines, and the fines that fall on directors personally when a filing is missed.
4 firms on Justenda. Compare firms
Key facts
- When is the first shareholders' meeting due?
- Within 6 months of the company's registration, and then at least once in every 12 month period. Missing it carries a fine of up to 20,000 baht on the company and up to 50,000 baht on the director.
- When must accounts be approved?
- Audited financial statements are presented to the general meeting for approval within four months of the accounting close, with copies sent to shareholders at least 3 days before the meeting.
- What needs a special resolution?
- Capital increases and reductions, amending the articles or the memorandum, amalgamation, dissolution, and conversion to a public company. Notice is at least 14 days rather than 7.
- Who pays the fines?
- Often the director personally, and usually more than the company. Failing to keep the shareholder register or the minute book carries fines of up to 50,000 baht on the director who acted or failed to act.
Corporate compliance, done properly.
Talk to someone who does this every week. Verified firms reply with how they would handle your case and what it costs. Free, no account needed.
Most of these fines land on a person, not the company
The compliance obligations of a Thai limited company are not onerous. What surprises directors is who pays when they are missed.
Read the Department of Business Development's own manual and a pattern appears: for most duties there are two fines, one on the company and a larger one on the director who acted or failed to act. Failing to keep the shareholder register carries up to 20,000 baht on the company and up to 50,000 baht on the director. Failing to record and keep meeting minutes carries a fine on the director alone.
That changes how the subject should be treated. Compliance is not an administrative cost the company absorbs; it is personal exposure for whoever holds the director role, which in foreign-owned companies is often the person least able to read the filings.
The good news is that the calendar is short and fixed. Set up once, it mostly runs itself.
The annual calendar and the fines for missing it
Duties of a limited company under the DBD juristic person duties manual. Where two figures appear, the first falls on the company and the second on the director who acted or failed to act.
| Obligation | Deadline | Fine |
|---|---|---|
| First ordinary general meeting of shareholders | Within 6 months of registration, then at least once every 12 months | Company up to 20,000; director up to 50,000 |
| Notice of a shareholders' meeting | At least 7 days before, or at least 14 days before where a special resolution is proposed | Company up to 20,000; director up to 50,000 |
| Record meeting minutes and keep them at the registered office | Every meeting | Director up to 50,000 |
| File the shareholder list with the Registrar | Not later than 14 days after the ordinary general meeting | Director up to 10,000 |
| Audited financial statements approved by the general meeting | Within 4 months of the accounting close, copies to shareholders at least 3 days before the meeting | Company up to 20,000; director up to 50,000 |
| Pay approved dividends | Within 1 month of the resolution | Company up to 20,000 |
| Keep the shareholder register at the office, open to shareholders at least 2 hours per working day free of charge | From the date of registration | Company up to 20,000; director up to 50,000 |
| Keep day books, ledgers and stock accounts | From the date of registration | Company up to 30,000 plus up to 1,000 per day; managing director the same |
| Call an extraordinary meeting where losses reach half the registered capital | Immediately; or within 30 days where shareholders holding at least one fifth request a meeting | Director up to 20,000 |
- First ordinary general meeting of shareholders
- Deadline: Within 6 months of registration, then at least once every 12 months
- Fine: Company up to 20,000; director up to 50,000
- Notice of a shareholders' meeting
- Deadline: At least 7 days before, or at least 14 days before where a special resolution is proposed
- Fine: Company up to 20,000; director up to 50,000
- Record meeting minutes and keep them at the registered office
- Deadline: Every meeting
- Fine: Director up to 50,000
- File the shareholder list with the Registrar
- Deadline: Not later than 14 days after the ordinary general meeting
- Fine: Director up to 10,000
- Audited financial statements approved by the general meeting
- Deadline: Within 4 months of the accounting close, copies to shareholders at least 3 days before the meeting
- Fine: Company up to 20,000; director up to 50,000
- Pay approved dividends
- Deadline: Within 1 month of the resolution
- Fine: Company up to 20,000
- Keep the shareholder register at the office, open to shareholders at least 2 hours per working day free of charge
- Deadline: From the date of registration
- Fine: Company up to 20,000; director up to 50,000
- Keep day books, ledgers and stock accounts
- Deadline: From the date of registration
- Fine: Company up to 30,000 plus up to 1,000 per day; managing director the same
- Call an extraordinary meeting where losses reach half the registered capital
- Deadline: Immediately; or within 30 days where shareholders holding at least one fifth request a meeting
- Fine: Director up to 20,000
Source: DBD, duties of juristic persons manual
Checked August 2026
Required: Seven matters need a special resolution, not an ordinary one
Increasing capital, reducing capital, amending the articles, amalgamating with another company, amending the memorandum of association, dissolving the company, and converting to a public limited company all require a special resolution. That changes the notice period from at least 7 days to at least 14 days before the meeting. Getting the notice period wrong is one of the quieter ways a corporate action becomes challengeable.
Your options
Contact experts who handle corporate compliance in Thailand
A first shortlist from 4 firms on Justenda. Compare them, then message one or several at once.
MSC International Law Office
Free consultation · 30 min
Law firmBangkokEnglish · Thai · Chinese (Mandarin) · Cantonese · Russian · German
International Legal and Cross-Border Business Advisory in Thailand and Asia
Who should actually be doing this
Most of this work is not legal work. Bookkeeping, the accounting close, the audit and the routine filings are accounting functions, and companies that pay a law firm to run them month to month are overpaying. Outsourced accounting and company secretarial services exist for exactly this.
What does need legal input is narrower. Setting the calendar up correctly once, so that the meeting cycle, the notice periods and the filing dates are right from the start. Anything requiring a special resolution, because the procedure has to be correct for the action to stand. And any point where the company's actual situation diverges from its records, which is where director exposure crystallises.
The Accounting Act adds its own layer. A company must appoint a qualified bookkeeper, though there is a relaxation for smaller companies: where registered capital does not exceed 5 million baht and both total assets and total income do not exceed 30 million baht, a holder of a higher vocational certificate in accounting may act. Financial statements must be prepared and audited by a licensed auditor, with the company and the managing director each exposed to fines of up to 50,000 baht for failing to prepare them.
For tax, corporate income tax runs at 20 percent of net profit with reduced rates for smaller companies, and that cycle sits alongside the DBD one rather than replacing it. Corporate tax filings and the statutory audit are the two annual fixtures most companies plan around.
Setting the calendar up once
Fix the accounting close date
Everything else keys off it: the audit, the four month approval deadline, and the tax filings.
Diarise the ordinary general meeting
Within 6 months of registration for the first one, then at least once every 12 months, with the audited statements approved within 4 months of the close.
Set notice periods correctly
At least 7 days ordinarily, at least 14 days for anything needing a special resolution. Decide which you are calling before you send the notice.
Keep the statutory books at the registered office
Shareholder register and minute book, physically at the office, available to shareholders as required.
Diarise the shareholder list filing
Within 14 days of the ordinary general meeting. It is a small filing with a fine on the director attached.
Name who is responsible
Compliance failures happen where the accountant assumes the lawyer is doing it and the lawyer assumes the accountant is. Write down which one it is.
The cost of leaving it
Unfiled years compound. Some fines run daily, such as the up to 1,000 baht per day for failing to keep accounts, and a backlog has to be cleared before other things become possible, including closing the company or selling it.
The moment this surfaces is usually not a regulator's letter. It is due diligence: an investor, a buyer, a bank or a licensing authority looks at the filings and finds gaps. At that point the problem is not the fine, it is the delay and the discount.
For the wider practice, corporate lawyers in Thailand handle the setup and the special-resolution work, while the routine cycle usually belongs elsewhere.
This page is general information, not legal advice. Obligations vary with the type of entity and its activities, so confirm your own position with a qualified professional.
Also listed
More firms that handle corporate compliance
Every one of these is verified on Justenda and can take on corporate compliance work in Thailand.
Law firmBangkokEnglish · Thai · German
YOUR ONE-STOP COORDINATOR FOR INTEGRATED LEGAL, TAX AND BUSINESS SOLUTIONS
MSC International Law Office
Free consultation · 30 min
Law firmBangkokEnglish · Thai · Chinese (Mandarin) · Cantonese · Russian · German
International Legal and Cross-Border Business Advisory in Thailand and Asia
Next step
Describe your case once.
Send one focused inquiry with your situation, timing, and preferred language. Firms reply with how they would handle it and what it costs, so you can compare answers instead of chasing quotes.
Common questions
Frequently asked questions
- What are the annual compliance requirements for a Thai company?
- The core cycle is a shareholders' meeting held within six months of registration and then at least once every twelve months, audited financial statements approved by that meeting within four months of the accounting close, the shareholder list filed with the Registrar not later than fourteen days after the meeting, minutes recorded and kept at the registered office, and any approved dividends paid within one month of the resolution. The shareholder register must be kept at the office and made available to shareholders. Alongside those, the Accounting Act requires day books, ledgers and stock accounts to be kept from the date of registration.
- What happens if a Thai company misses a filing deadline?
- Fines apply, and for most duties there are two: one on the company and a larger one on the director who acted or failed to act. Failing to keep the shareholder register carries up to 20,000 baht on the company and up to 50,000 baht on the director. Failing to file the shareholder list within fourteen days of the ordinary general meeting carries up to 10,000 baht on the director. Failing to keep accounts carries up to 30,000 baht on both the company and the managing director, plus a daily fine of up to 1,000 baht until it is corrected.
- Do I need a lawyer for corporate compliance in Thailand?
- Mostly not for the routine cycle, which is accounting and company secretarial work and costs considerably less through those services. Legal input is worth paying for in three places: setting the calendar and the meeting mechanics up correctly at the start, anything requiring a special resolution because the procedure has to be right for the action to stand, and any situation where the company's actual position has diverged from its records. That last one is where director exposure tends to become real.
- What is a special resolution in Thailand and when is it needed?
- A special resolution is required for seven matters: increasing capital, reducing capital, amending the articles of association, amalgamating with another company, amending the memorandum of association, dissolving the company, and converting to a public limited company. The practical consequence is the notice period. An ordinary meeting notice goes out at least seven days before, but a meeting to consider a special resolution requires at least fourteen days. Getting that wrong is a quiet way to make a corporate action challengeable later.
- Does a small Thai company need a qualified accountant?
- A company must appoint a bookkeeper with the qualifications the law prescribes, but there is a relaxation for smaller companies. Where registered capital does not exceed 5 million baht and both total assets and total income do not exceed 30 million baht, a holder of a higher vocational certificate in accounting or the equivalent may act as the bookkeeper rather than a degree holder. Financial statements still have to be prepared and audited by a licensed auditor regardless of the company's size.
All firms
Every firm that can help you with corporate compliance
Law firmBangkokEnglish · Thai · German
YOUR ONE-STOP COORDINATOR FOR INTEGRATED LEGAL, TAX AND BUSINESS SOLUTIONS
MSC International Law Office
Free consultation · 30 min
Law firmBangkokEnglish · Thai · Chinese (Mandarin) · Cantonese · Russian · German
International Legal and Cross-Border Business Advisory in Thailand and Asia
Law firmBangkokEnglish · Thai · Spanish
Experts assisting clients in conducting their businesses and protecting their rights and investments in Thailand across a wide range of legal matters.
Guides & Insights
Practical explainers on this topic: general information, not professional advice.
Business & Corporate
Nominee Shareholders in Thailand: Why They Are Risky (2026 Guide)
Using Thai nominee shareholders to fake a Thai-majority company is a criminal offence, not a shortcut. The penalties, how it gets caught, and the legal routes that do the same job safely.
Business & Corporate
Thailand BOI Promotion: Incentives and How to Apply (2026 Guide)
BOI promotion can give a foreign company a corporate tax holiday, up to 100% ownership, land rights, and fast-tracked work permits. Which activities qualify, and how to apply in 2026.
Business & Corporate
The US-Thailand Treaty of Amity, Explained (2026 Guide)
American founders have a route no other nationality does. A clear 2026 guide to owning up to 100% of a Thai company under the US-Thailand Treaty of Amity: who qualifies, what it excludes, and how to get certified.
Business & Corporate
How to Register a Company in Thailand (2026 Guide)
Registering a Thai limited company is faster than most people expect. A step-by-step 2026 guide: name reservation, the MOA, DBD registration, tax, VAT, social security, and the fees.
Business & Corporate
The Foreign Business Act and Restricted Business Lists in Thailand (2026 Guide)
The Foreign Business Act decides which businesses a foreigner can own in Thailand. Lists 1, 2, and 3 in plain English, what needs a licence, the penalties, and the ways around them.
Business & Corporate
Setting Up a Company in Thailand as a Foreigner (2026 Guide)
You don't always need 51% Thai shareholders. A clear 2026 guide to the routes foreigners use to own up to 100% of a Thai company: the Amity Treaty, BOI, and more.
In this practice area