Accounting, Audit and Annual Financial Statement Filing

The standard sequence is (1) reserve the company name through the Department of Business Development system, (2) prepare the memorandum of association stating the name, registered address, objectives, capital and promoters, (3) hold the statutory meeting appointing directors and the auditor, and (4) file the incorporation. The MOA and the incorporation can be filed together, so a certificate can be issued the same day when the file is complete. Current procedure is published at dbd.go.th.

A share transfer instrument signed by transferor, transferee and a witness; an update to the share register; and filing of the shareholder list (BorJor.5) with the DBD. If the transfer takes foreign shareholding to half or more while the company operates a restricted business, an FBL must be obtained or the structure changed first — otherwise the company may not continue that activity from the date its status changes.

PP.30 by the 15th of the following month — later for e-filing under Revenue Department conditions — with output and input tax reports. Withholding tax returns are also due: PND.1 for payroll, PND.3 for individuals and PND.53 for juristic persons. Late filing attracts surcharges and penalties even for a nil return.

Yes. PND.51 at mid-year and PND.50 with audited financial statements at year-end are due even for a nil or loss-making year. Non-filing brings criminal fines and surcharges, and is a common reason work-permit renewals or extensions of stay for foreign executives are refused.

Yes. Under the Accounting Act 2000 a company must appoint a qualified accountant, and a limited company's financial statements must be audited and opined on by a certified public accountant. The auditor must be appointed by the shareholders' meeting each year.

A limited company must hold its annual general meeting to approve the financial statements within four months of the fiscal year end, file the statements with the DBD within one month of that approval, and file the shareholder list (BorJor.5) within 14 days of the meeting. Filing is done through DBD e-Filing.

It is an offence under the Accounting Act, and both the company and the authorised directors can be fined by settlement. Companies that fail to file for several consecutive years can be struck off the register by the Registrar, and in practice will be unable to obtain work permits, visa extensions or bank facilities.

The Accounting Act requires books and supporting documents to be kept for at least five years from closing, and the Revenue Department may require longer in some cases. Keep both electronic copies and paper originals of key items such as tax invoices, contracts and inward-remittance evidence for capital.

Yes, even a dormant company. Financial statements must be audited by a licensed CPA, approved at a shareholders' meeting within four months of the fiscal year end, filed with the DBD together with SorBorChor 3 within one month of that meeting, and the PND.50 corporate tax return filed with the Revenue Department within 150 days of year end. Missed filings carry fines and can affect a foreign director's visa renewal.

Typically six months to a year. The steps are a special resolution to dissolve, registration of dissolution and appointment of a liquidator, newspaper publication and creditor notice, VAT deregistration, financial statements as at the dissolution date, settlement or refund of taxes, then registration of completion of liquidation. Filing obligations continue throughout. Abandoning a company without filings creates director liability and accumulating fines.

The Department of Employment generally applies THB 2 million of paid-up capital per foreign employee, reduced to THB 1 million where the foreigner is legally married to a Thai national, together with four Thai employees enrolled in social security per foreigner. BOI-promoted companies follow BOI criteria instead. Prepare financial statements or proof of share payment, the company affidavit and recent social security filings. The critical point is that capital must be genuinely paid in with a traceable money trail. Our advisers can handle the structure review and the full filing if you prefer not to manage it yourself.

The annual general meeting approving the financial statements must be held within four months of the fiscal year end, the shareholder list (BorOrJor 5) filed within fourteen days of that meeting, and the financial statements submitted through DBD e-Filing within one month of approval. Corporate income tax (PorNgorDor 50) is due within one hundred and fifty days of the year end. Late filing penalties accrue against both the company and the authorised directors.

Yes. Even with no transactions the company must prepare financial statements audited by a licensed CPA and submit them to the DBD and the Revenue Department on the normal deadlines, plus monthly returns such as withholding tax filings and VAT returns if registered. Leaving a company dormant without filing can lead to it being struck off the register, which immediately affects the work permits of any foreign staff.

Pass a special resolution to dissolve, register the dissolution and appoint a liquidator within fourteen days, publish the notice in a newspaper and notify creditors, have the financial statements as at the dissolution date audited, surrender the VAT certificate and notify the Revenue Department, then register completion of the liquidation. In practice this takes roughly four to eight months because of the tax clearance review, and tax filing obligations continue until the liquidation is formally completed.