Civil and Commercial Code
Requires annual shareholder meetings, minutes, the shareholder list and registration of changes.
Central Thailand — Bangkok
Company Secretarial & Corporate Registrations in Bangkok
Keeping registrations, meetings and statutory records complete and on time.
Why Bangkok matters are different
Bangkok concentrates the courts, central government departments, embassies and most corporate head offices in Thailand. A legal matter arising in Bangkok therefore usually touches several authorities at once — the court with territorial jurisdiction, the Department of Business Development, the district land offices, the Immigration Bureau and the Department of Consular Affairs. Sequencing the steps correctly from the start saves far more time than correcting them later.
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.
- Bangkok cases require choosing the court by territorial jurisdiction — the defendant’s domicile or where the cause arose. Filing in the wrong court costs weeks.
- Documents for overseas use usually pass through the MFA and the relevant embassy, each with its own queue and requirements.
- Most companies are registered in Bangkok, so corporate searches and filings are typically faster here.
- Bangkok serves many foreign clients, so bilingual documents and interpreted appointments are routine.
Courts and authorities in Bangkok
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Civil Court, Criminal Court and Bangkok municipal courts | Hear civil and criminal cases according to territorial jurisdiction in Bangkok |
| Central Labour Court | Dismissal, severance and employment-contract disputes |
| Central Administrative Court | Challenges to state orders and administrative action |
| Central Intellectual Property and International Trade Court | Trademark, copyright, patent and international trade cases |
| Central Bankruptcy Court | Bankruptcy and business rehabilitation |
| Legal Execution Department | Seizure, garnishment, auction and execution-stage mediation |
| Department of Business Development | Company registration and registered changes |
| Department of Consular Affairs, MFA | Legalisation of documents for overseas use |
| Immigration Bureau | Visas, extensions of stay and residence notification |
What we handle in Bangkok
- 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
The local process, step by step
- 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 and depend on the court calendar and the authority handling the matter in Bangkok.
Areas of Bangkok we regularly serve
สาทรสีลมบางรักวัฒนาคลองเตยห้วยขวางจตุจักรลาดพร้าวบางนาพระโขนงดินแดงปทุมวันบางกะปิดอนเมืองมีนบุรี
Laws that govern this matter — Bangkok
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 — Bangkok
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 — Bangkok
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.
Questions people in Bangkok ask
Which Bangkok court will hear my case?
It depends on the case type and territorial jurisdiction. General civil and criminal cases go to separate courts, while labour, administrative, IP and bankruptcy matters each have a specialised court. We verify jurisdiction from the parties’ domicile and the place of the events before filing.
I live upcountry but the case is in Bangkok — must I attend every hearing?
Not every hearing. With a proper appointment of counsel and power of attorney, your lawyer can act for you in many steps, but hearings where you must testify require your attendance. We tell you in advance which dates are mandatory.
Certifying a document in Bangkok for use abroad — what comes first?
Always start from the receiving authority’s requirement — it dictates whether you need signature certification, translation, MFA legalisation and embassy endorsement, and in what order. For Thailand, the Apostille Convention enters into force on 28 February 2027; until then MFA and embassy legalisation continues to apply.
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.
Same service in other provinces
Other legal services in Bangkok
Litigation & Court Representation — BangkokCivil, criminal, labour, family, succession and land disputesCorporate & Commercial — BangkokIncorporation, contracts, foreign business, BOI and complianceImmigration & Foreign Nationals — BangkokVisas, work permits, residency and lawful statusIntellectual Property — BangkokTrademarks, copyright, patents and enforcementLand & Real Estate — BangkokTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — BangkokMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — BangkokResolving disputes outside court and making awards effectiveNotarial Services & International Documents — BangkokSignature and document certification, translation, consular and embassy legalisation
Discuss your Bangkok matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.