Annual financial statements — audit by a certified auditor and filing with the Department of Business Development

A limited company’s annual financial statements must be audited by a certified public accountant, approved at the annual general meeting, and filed with the Department of Business Development within the period the law sets from the meeting date. Filing is now made through DBD e-Filing.

The Civil and Commercial Code sets the window for holding the AGM after the financial year ends. Plan backwards from the meeting: fix the close date, the handover date to the auditor, the date the audit report is expected, and the date notices go out.

Companies with shareholders abroad often stall on collecting signatures and proxies. Preparing proxy forms early, and arranging signature certification overseas where needed, reduces the risk of missing the window.

The same set of statements is used with several agencies. The DBD receives them together with the shareholder list, while the Revenue Department receives them attached to the PND.50 return. The two sets of figures must match, and a mismatch is a common reason for being asked to explain.

A BOI-promoted company or a holder of a Foreign Business Licence may also have to report results to that agency. Check the conditions in your promotion certificate or licence.

A foreign bank, investor or authority may ask for translated and certified statements. The usual route is translation into the destination language, certification by a Notarial Services Attorney, then legalisation by the Department of Consular Affairs and, where the destination requires it, by that country’s embassy.

Thailand acceded to the Hague Apostille Convention on 30 June 2026 and the Convention enters into force for Thailand on 28 February 2027. Until then, Thai documents still go through the Ministry of Foreign Affairs legalisation route.

The usual order is to close the books, reconcile with bank statements and receivable and payable balances, post adjustments such as depreciation and accruals, prepare draft statements, have a licensed auditor audit them, have the shareholders’ meeting approve them, then file them with the Department of Business Development electronically and file the PND 50 return with the Revenue Department.

Under the Civil and Commercial Code, a limited company must hold its annual general meeting to approve the statements within the statutory period after year-end and file them with the Department within the set period after the meeting. Check current deadlines with the Department each year and start closing early, as an audit needs documents from several parties.

Auditors typically ask for full-year bank statements, bank confirmations, the fixed-asset register, receivable and payable details, key contracts, loan documents, meeting minutes, filed tax returns and, where relevant, inventory count records. Having these ready from the start reduces back-and-forth.

The auditor must be independent of the company and gives an opinion based on the evidence received. If evidence is insufficient, the auditor may issue a qualified opinion or disclaim one, which can affect loans, work permit renewals or dealings with other agencies.

Late filing or non-filing carries statutory fines for the company and possibly its directors. If a company is dormant and repeatedly fails to file, the registrar may strike it off as defunct, and restoring it later requires court proceedings. Act quickly on any overdue statements by gathering past records and contacting the relevant agencies.

Before year-end: confirm the licensed auditor appointed by the shareholders’ meeting, schedule the inventory count, and request bank confirmations.

After year-end: close the books and send draft statements with supporting documents to the auditor, answer queries and send extra documents promptly, and review the draft statements and notes before signing.

After the audit report: call the shareholders’ meeting under the articles and the law, record minutes, file the statements and the shareholder list (Bor Or Jor 5) if it changed, and file PND 50 using the same figures.

Does a small partnership need a licensed auditor? Registered partnerships below the size thresholds set by law may use a tax auditor instead, while limited companies must use a licensed auditor. Check current thresholds with the Department of Business Development and Revenue Department.

Do statements need an English translation? Filings with Thai agencies are in Thai, but parent companies, banks or foreign authorities often ask for a translation. Use terms consistent with accounting standards and certify the translation as the recipient requires.

Can we change auditor mid-year? Yes, by shareholder resolution under the articles, but make sure the new auditor receives complete information from the prior period.

Documents often used alongside the statements include the company affidavit, shareholder list, shareholders’ meeting minutes, the PND 50 return and bank confirmations. Banks, embassies or the Department of Employment may ask for copies of filed statements with an application.

This page gives general information drawn from the laws and notices of the agencies named, not advice on a specific case. Laws, rates and deadlines can change, so check with the Revenue Department, Department of Business Development or Social Security Office before deciding. Where the stakes are high, such as a tax audit, several years of overdue statements or cross-border transactions, have a licensed auditor or tax adviser review your actual documents.