Civil and Commercial Code
Requires annual shareholder meetings, minutes, the shareholder list and registration of changes.
Practice area
Company Secretarial & Corporate Registrations
Keeping registrations, meetings and statutory records complete and on time.
Thai limited companies carry continuing statutory duties: holding the annual general meeting on time, filing the shareholder list, submitting financial statements, registering changes of directors or address, and maintaining the share register. We manage these on a scheduled basis with deadline reminders, reducing the risk of fines and records that no longer match reality.
What this practice covers
- Convening shareholder and board meetings with full minutes
- Annual shareholder list and financial statement filings
- Registering changes of directors, signing authority, address and objectives
- Capital increases, reductions and share transfers with register updates
- Branch and representative office registration, and dissolution
- Liquidation and company closure following the statutory steps
- Preparing and maintaining statutory records
- Notarisation and certified translation of corporate documents for overseas use
How we work on your matter
- 1Reviewing current registration status and outstanding filings
- 2Building the company’s annual statutory calendar
- 3Issuing meeting notices and preparing the agenda per the articles
- 4Holding the meeting and drafting compliant minutes
- 5Filing with the Department of Business Development and tracking the result
- 6Delivering documents and updating the statutory file
Documents to prepare
- Current corporate certificate and articles of association
- Most recent shareholder list filed
- Share register and share certificates
- Minutes of previous meetings
- Audited financial statements
- Identification of directors and shareholders
Points to watch
- Late financial statements or shareholder lists attract statutory fines.
- Minutes that do not follow the articles can be challenged as invalid.
- Out-of-date registrations stall bank and counterparty transactions.
- Closing a company requires full liquidation, not simply ceasing operations.
Typical timeframe
Most change registrations complete within a few working days once documents and signatures are in order; dissolution and liquidation take longer due to public notice and tax clearance.
Timeframes are indicative only and depend on the authority, the court calendar and the completeness of your documents.
The real cost of out-of-date corporate records
A frequent problem is a company that has in fact changed directors or moved premises but never registered the change. When a significant transaction arrives — opening a bank account, bidding for work, applying for a licence or selling the business — records that contradict reality stop everything, and fixing the history is far harder than filing correctly at the time.
We therefore begin with a historical registration audit and clear the backlog, then set an annual calendar so the company knows in advance what falls due each month. That turns corporate filings from a year-end emergency into a predictable routine.
Laws that govern this matter
Summarised for general understanding only. The application of each provision depends on the facts of your case.
Accounting Act B.E. 2543 (2000)
Requires preparation and timely submission of financial statements.
Act Prescribing Offences Relating to Registered Partnerships, Limited Partnerships, Limited Companies, Associations and Foundations B.E. 2499 (1956)
Provides fines for failures in registration and accounting duties.
Example situations and how they are handled
These are constructed examples used to explain procedure. They are not client matters, and no outcome is implied or guaranteed.
Illustrative scenario: register does not match reality
Situation: The registered address and shareholder list have not been updated for years.
Usual approach: Update in the true chronological order with supporting documents for each step — unsupported backdated filings are rejected. (Hypothetical.)
Advice for your specific situation
Company directors
- Keep an annual compliance calendar: shareholder meeting, shareholder list and financial statements.
- Maintain minutes and the share register — they are the first documents requested in a deal or dispute.
Every matter — what to do in the first 7 days
- Gather every original document in one place, keep scanned copies, and note the date you received each one.
- Write a dated timeline — the date you received a notice or learned of the event usually starts the limitation or appeal clock.
- Do not sign a settlement, debt acknowledgement or withdrawal before a lawyer reviews it — it may extinguish existing rights.
- Preserve digital evidence unaltered (full screenshots, original files, emails with headers) — edited files are easy to challenge.
This service in your province
Province pages set out the courts and authorities with jurisdiction locally, and answer the questions people in that area ask.
Frequently asked questions
Must a company hold an AGM every year?
Yes. An annual general meeting must be held within the statutory period after the financial year end to approve the accounts and other matters under the articles.
What is required to change a director?
A meeting resolution under the articles, proper minutes, and registration of the change within the statutory deadline.
Must a foreign director be in Thailand to register?
Not always. A properly signed and certified power of attorney executed abroad is often sufficient; we confirm the certification format required in each case.
Does a dormant company still have filings?
Yes. Financial statements and shareholder lists remain due until dissolution and liquidation are completed.
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Speak with an attorney about your matter
Tell us the facts and we will explain the options, the documents required and the realistic timeframe before you decide.