duties company limited
Limited companies in Thailand cannot be incorporated to protect the identity of the actual owner, to become a dormant holding company or to circumvent the law. Thailand is not a tax free environment and Thai companies have normal reporting requirements and cannot be special purpose companies (e.g. simply to hold land without doing business). Every company must have a legitimate business purpose and considered active (not dormant).
Foreigners are primarily restricted to operate businesses or to participate in Thai companies by the Foreign Business Act and prohibited to act on behalf of a Thai company without a work permit. Also read translation civil and commercial code chapter 'company limited' and the revenue code chapter 'corporate income tax'.
for information purposes only
Duties Thai company
Thai companies have to prepare their financial statement at least once in every 12 months and has at least one auditor. The company, then, presents it to the general meeting of the shareholder for the approval of the balance sheet within 4 months from the date the account is closed. After that, lodge the financial statement to the Business Information Service Office, the Department of Commercial Registration or to the provincial registration office, up to cases, within one month from the date the financial statement is approved. Although the company has not carried on its business yet or temporarily ceases its business, it still has to submit the financial statement; otherwise, it will be liable to a fine at maximum of 50,000 baht.
In case that the company does not submit the financial statement as stipulated by the law, besides being considered illegal, the manager or the authorized committee who exercise the right on behalf of the company is also personally liable to a fine like the company.
The company has to prepare and lodge the copy of the list of shareholders who still hold the shares at the annual general meeting. The company also has to lodge the copy of the list of shareholders who are released from the previous general meeting. These two kinds of copies must be submitted to the Department of Commercial Registration, up to cases, within 14 days from the meeting; otherwise, it will be liable to a fine at maximum of 10,000 baht.
- - The company has to hold a general meeting within 6 months from the date it is registered as a juristic person and hold this meeting as least once in every 12 month; otherwise, it will be liable to a fine at maximum of 20,000 baht.
- - The company has to give its share certificates to the shareholder; otherwise, it will be liable to a fine at maximum of 10,000 baht.
- - The company has to arrange shareholder registration book; otherwise, it will be liable to a fine at maximum of 20,000 baht.
- - Any company that moves its head office has to request for the registration to the partnership/company registrar; otherwise, it will be liable to a fine at maximum of 20,000 baht.
- - In case that there is any change in the registered items, the company has to register the new information to the registrar at the partnership/company registration office where the head office is situated.
- - The business name sign, the stamp and the document of the company limited must have the word "Company Limited" following the business name.
- - Share payment must be agreed with the capital lists in the registration form and must be fully paid as in the registration.
- - The company has to give its share certificate to the shareholders in which the messages are written as stipulated by the law.
- - The company has to have a registration book of shareholder kept at its registered head office as lists of shareholder in the registration book as stipulated by the law.
- - A meeting of shareholder must be held within 6 months from the registration date and at least once within 12 months. A minutes must be rightly prepared with all opinions of shareholders and of all committee and must be kept at the registered office. Make a copy of shareholder list at the shareholder's meeting ( the day when the balance sheet is approved) and lodge it to the registrar within 14 days from the meeting date.
The company has to arrange an account of which the details, regulation and methods are stipulated as follows:
- The company must have legal qualified accountant and has to arrange the account and gather all documents used for the accounting as an evidence for accounting or to submit them to the accountant. In addition, it has to supervise the accountant to prepare real and legal account so that the account can show the operation outcomes, financial situation and the change of financial situation relating to the real situation and to the accounting standard
- An account has to be arranged from the first day the juristic person is registered. The type of the prepared account, messages and items in the account, the period used for entering the account and document used for entering as stipulated.
- The first time of the account closing is within 12 months from the first date of the account in other words, the first date of a registration as a juristic person and next account closing is executed yearly from the previous close. In case of identifying the closing date in the memorandum, the company has to close the account as stipulated in the memorandum
- Prepare the income statement by entering summarized lists as identified in form II which is attached in the declare of the Department of Business Development. The identification of summarized list must be in the financial statement.
- Submit the financial statement within one month from the date it is approved by the general meeting of shareholder. To submit the financial statement, the company has to follow these regulations: 5.1In case that the head office is located in Bangkok, the financial statement has to be submit at Business Information Service Office, Department of Business Development. and 5.2 In case that the head office is located in other provinces, the financial statement has to submit to Business Development Office in the provinces or to pass it to the Business Information Service Office, Department of Business Development.
- Keep account and other relating documents at the office or the place of usual manufacturing or the place used to keep goods or at the usual office at least 5 years from the closing date. In necessary case the Director-General, as approved by authorized Minister, can order the company to keep the account and the relating documents at minimum of 5 years but not exceeding to 7 year
Any operation involving with the account and the relating documents must be permitted by the accounting chief inspector and local inspecting officials as stipulated by law as follows:
- For the request to change a year-cycle of account, the company must submit Form Sor Bor Chor 4 together with other documents specified in the mentioned form. After the request is permitted, the company can change its year-cycle of account.
- For the request to keep the account and relating documents at other places, the company has to submit Form Sor Bor Chor 1 together with other documents specified in the mentioned form. During the request, the one who keeps the account can keep them at the requested place temporarily. If any message or mentioned lists are changed, the change must be informed within 15 day of the changing date.
- The notification of the account or the loss or damage of account or its relating documents must be submitted with Form Sor Bor Chor 2 with other documents specified in the mentioned form within 15 days from the date when the loss or the damage is known.
The changes that a company has to additionally register to the Registrar are:
- the merging/ turning into a public company
- the change in the articles of the company
- the change of the company stamp
- the change of the committee
- the change in the names and numbers of authorized committee who sign their names on behalf of the company and the change of
- the change of the head office and/or branch office(s)
- the change of another information that should declare to public.
The dissolving of a company limited has to be registered to the registrar by following the procedure, regulations and methods as legally stipulated until all accounts are rectified, the company has to register the rectification of all account to the registrar. This is considered that the company limited has completely terminated by the law.
Source: Thailand Department of Business Registration
- limited companies in the civil and commercial code
- directors and management of a limited company
- dissolving a company limited (closing of a Thai limited company)
- corporate income tax (revenue code)