Corporate secretarial services in Thailand.

Appointing a company secretary is not mandatory under the Thai Civil and Commercial Code. However, most companies appoint a qualified corporate services provider to manage their statutory obligations, as directors bear full personal responsibility for these obligations without one. Core responsibilities include:

• Registering company changes with the Department of Business Development (DBD) through the Biz Regist platform
• Drafting and certifying minutes of board meetings and Annual General Meetings (AGMs)
• Maintaining statutory documents and records at the company’s registered address
• Coordinating financial statement preparation and shareholder approval ahead of DBD submission

All DBD registrations must be submitted through the Biz Regist online platform and late or inaccurate filings carry penalties under the Civil and Commercial Code. For a full overview of the role, see our guide to corporate secretarial functions in Thailand.

Six categories of company change require formal registration with the Department of Business Development. Changes requiring registration include:

• Directors, covering appointment, resignation or change in authorised directors
• Shareholders, covering share transfers or changes in shareholding composition
• Registered capital, covering increases or reductions in authorised share capital
• Registered address, covering changes to the official head office address
• Company name, covering changes to the registered Thai or English name
• Company objectives, covering amendments to registered business activities

For companies where foreign shareholders hold less than 50% or where a foreign director has signing authority, Thai shareholders must provide three months of bank statements proving genuine capital ownership at the point of registration. Late filings attract penalties under the Civil and Commercial Code.

Under the Civil and Commercial Code, Thai limited companies must hold their first shareholders meeting within six months of incorporation, with subsequent meetings held at least annually. The Annual General Meeting covers approval of the previous meeting’s minutes and annual activities, review and approval of audited financial statements, and appointment or reappointment of directors and auditors where applicable.

Extraordinary meetings may be called by directors or by shareholders holding at least 20% of the company’s shares. If the company does not convene the meeting within 30 days of a valid shareholder request, those shareholders may call it themselves. The corporate secretary is responsible for managing notices, documentation and meeting minutes. For a full overview, see our guide to shareholder meetings in Thailand.

Under the Thai Civil and Commercial Code and Revenue Department regulations, Thai limited companies must maintain statutory records at their registered office address at all times. Required records include:

• Statutory registers and affidavits including the memorandum of association
• Shareholder register book recording current and historical shareholder details
• Minutes of all board meetings and AGMs
• Share-related agreements and transfer documents
• Tax and VAT registration documents
• Corporate licences and permits
• Financial statements for each accounting period
• Company seal

Accounting records must be retained for a minimum of five years, or up to seven years for certain business activities as determined by the Revenue Department. Proper record-keeping reduces risk during tax audits and DBD inspections.

Thai limited companies face several recurring annual obligations across two regulators. With the DBD, companies must hold and document an AGM, have financial statements audited and file them within one month of shareholder approval. With the Revenue Department, companies must file a mid-year corporate income tax return (PND 51) within two months of the first six months of the accounting period and an annual return (PND 50) within 150 days of the financial year-end.

Companies registered for VAT must also file monthly VAT returns (PP.30) by the 15th of the following month. Failure to meet these deadlines results in surcharges and penalties under the Revenue Code. For a full overview of compliance obligations, see our guide to corporate compliance requirements for Thailand companies.