A Thai limited company has ongoing legal duties after incorporation: keeping the share register and share certificates, holding an annual general meeting within 4 months of the financial year-end, preparing meeting minutes, and filing changes with the Department of Business Development. Company secretarial work keeps these obligations complete and on time so the company remains in good standing and its key transactions are legally effective.
Last reviewed: 2026-10-10 · General information only, not legal advice for your specific case
Ongoing statutory duties after incorporation
Incorporation is only the starting point. The Civil and Commercial Code imposes continuing duties, from keeping the share register at the head office and issuing share certificates, to holding shareholder meetings and filing registrations when changes occur, such as a change of directors, a relocation, a capital increase or an amendment to the articles of association.
These duties are not mere formalities. Defective records, such as an outdated share register, can expose share transfers or meeting resolutions to challenge and can disrupt major transactions like bank loans, share sales or government inspections.
Annual tasks that must not be missed
1. Hold the annual general meeting
The AGM must be held within 4 months of the financial year-end to approve the financial statements, appoint the auditor and consider other agenda items.
2. Send meeting notices
Send notices to shareholders in advance as required by law and the company's articles, including newspaper publication where applicable.
3. Prepare meeting minutes
Record resolutions accurately, keep them at the head office and use them to support subsequent filings.
4. File financial statements and annual documents
File the audited financial statements with the Department of Business Development within the deadline, together with related documents.
5. Update registers and share certificates
Record changes in shareholders, directors and share transfers in the registers as soon as they occur.
Changes that must be filed
When the company undergoes a significant change, a registration must be filed with the Department of Business Development within the statutory period. Failing to file, or filing late, may attract fines and leaves the register inconsistent with reality, which undermines credibility in dealings with banks and counterparties.
- Change of directors or signing authority
- Relocation of the head office or opening a branch
- Increase or reduction of registered capital
- Amendment of the memorandum or articles of association
- Change of company name or company seal
Corporate records to maintain
The company must keep corporate records at its head office for inspection by shareholders and authorities. A well-organised record system from the start makes audits, loan applications and future share transactions run smoothly.
- Share register and share certificates
- Minutes of shareholder and board meetings
- Current memorandum and articles of association
- Registration certificates and change filings
What our company secretary service covers
Our team handles the full secretarial cycle: AGM deadline reminders, meeting notices and agendas, minutes, filings with the Department of Business Development, and custody of corporate registers. For companies with foreign shareholders or directors, we prepare bilingual documents and coordinate cross-border signing.
Fees depend on the size and workload of each company. Request a written quotation from our staff after sharing your shareholding structure and the work required.
Shareholder meetings and the documents required
A limited company must hold its annual general meeting within four months of the financial year end to approve the financial statements, appoint the auditor and consider other matters under its articles. The meeting requires advance notice within the period set by law and the articles, and minutes must be properly recorded.
Extraordinary meetings are needed for urgent matters such as capital increases, amending the memorandum or changing directors. Certain resolutions — capital increases or mergers, for example — require special majorities and must be registered with the Department of Business Development within the deadline. Improperly prepared meeting documents can leave resolutions open to challenge.
Registers and records the company must keep
The law requires a limited company to keep a register of shareholders, a register of directors, meeting minutes and registration documents at its head office. The shareholder register must always reflect share transfers, because a transfer is fully effective against the company only once entered in the register.
These documents are not mere formality. Authorities, banks and counterparties may ask to inspect them during significant transactions. Companies with disorganised registers lose time and money reconstructing them later. Ongoing maintenance by a company secretary is a worthwhile governance investment.
Penalties for Non-Compliance
A company that fails to hold its annual general meeting or file financial statements on time faces fines under the Civil and Commercial Code and the Accounting Act. Directors may bear personal liability in some cases, and a company that skips filings for several consecutive years risks being struck off the register by the Department of Business Development.
Being struck off does not extinguish debts — directors must still conduct a proper liquidation. A company secretary who tracks every deadline is worthwhile risk prevention.
The annual compliance calendar for a Thai company
A Thai limited company has recurring yearly obligations: hold the annual general meeting within four months of the financial year-end to approve the financial statements, file those statements with the Department of Business Development within one month of approval, and file the updated shareholder list (BOJ 5) every year. Each missed deadline carries its own fine.
There are also event-driven duties: changes of directors, registered address or capital must be registered within fourteen days of the resolution or change. A good company secretary maintains a forward-looking calendar of every deadline and prepares meeting documents ahead of time, so directors never risk penalties for simple oversight.
Frequently asked questions
What happens if the company skips the AGM?
Missing the statutory AGM deadline means the company fails a legal duty. Fines may apply, financial statement filing is affected, and the company's credibility in external transactions suffers.
Must the company secretary be a lawyer?
Thai law does not require the secretary to be a lawyer, but work involving meeting resolutions, articles amendments and registrations should be reviewed by someone who understands the legal requirements.
Do companies with foreign shareholders have extra duties?
The core secretarial duties are the same, but there is usually additional work: bilingual documents, notarisation of documents signed abroad, and coordination with agencies overseeing foreign business.
Are there fines for late change filings?
Certain registrations have statutory deadlines. Late filing may incur fines as set by the Department of Business Development, so changes should be filed as soon as they occur.
How long must corporate records be kept?
Core corporate records such as the share register and meeting minutes should be kept for the life of the company. Accounting records have retention periods under tax and accounting law.
How do I request a quotation?
Tell our staff the number of shareholders, the board structure and the work needed, such as the AGM, a director change or a capital increase, and we will issue a written quotation.
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