Compliance

Corporate secretarial services in Thailand.

Statutory filings, board minutes, shareholder registers, AGM resolutions, change registrations. Done quietly in the background, it keeps the company in good standing. Skipped, it accrues penalties and complications that surface at the worst time.

The basics

What is corporate secretarial work?

Corporate secretarial work is the statutory housekeeping that keeps a Thai company in good standing. It means maintaining the company's statutory registers, holding the Annual General Meeting, filing the required annual documents with the Department of Business Development (DBD), and registering any change of directors, shareholders, or capital. Directors are personally responsible for these obligations, and lapses quietly accrue penalties that tend to surface at the worst moment — when a bank or counterparty asks for a clean, current company record.

The registers a company must keep current include those for directors, shareholders, share certificates, and charges, alongside the minute books for board and shareholder meetings and the company seal. Kept up to date, this paperwork is routine; left to drift, it becomes an expensive clean-up exercise.

What it covers

The work behind a company in good standing.

Corporate secretarial work spans the ongoing registers, the annual meeting cycle, and the filings that record every change the authorities need to see.

Statutory registers

Registers of directors, shareholders, share certificates, and charges, kept current as required under the Civil and Commercial Code.

AGM & resolutions

The Annual General Meeting convened within four months of the year-end on at least seven days' notice, with minutes properly recorded.

DBD annual filing

Audited financial statements filed within one month of the AGM and the annual shareholder list (BOJ5) filed within 14 days of the AGM.

Change registrations

Changes to directors, capital, address, name, and objects registered with the DBD within 14 days of the change.

Share transfers & issuance

Share transfers recorded in the register and new share issuances documented and filed correctly.

Certified extracts & UBO records

Certified company extracts pulled on request and ultimate beneficial owner records kept and maintained.

Key dates

The deadlines that matter.

Two sets of dates drive the compliance year — the fixed annual deadlines tied to your year-end, and the 14-day window for registering changes as they happen.

Annual deadlines

  • AGM held within four months of the financial year-end
  • Audited financial statements filed with the DBD within one month of the AGM
  • Annual shareholder list (BOJ5) filed within 14 days of the AGM
  • PND 50 corporate income-tax return filed within 150 days of the year-end

Changes to register within 14 days

  • Director appointments and changes
  • Share transfers and shareholder changes
  • Capital increase or reduction
  • Registered address
  • Company name
  • Objects
  • Amendments to the memorandum and articles
What's changed (2025–2026)

Recent rules worth knowing.

  • DBD Biz Regist — company filings have moved online and are mandatory since 1 July 2025, with e-signatures and ThaID/NDID identity checks.
  • Electronic meetings — AGMs, EGMs, and board meetings may be held electronically under the Emergency Decree on Electronic Meetings B.E. 2563 (2020), reinforced by the 2023 Civil and Commercial Code amendment, unless the company's articles prohibit it.
  • Source-of-funds rule — from 1 January 2026 (DBD Order No. 2/2568), Thai shareholders must evidence the source of invested capital — roughly three months of bank statements — on capital or shareholder filings where foreigners hold under half the shares or a foreigner is an authorised director.
  • Penalties — late filing of financial statements can cost up to THB 50,000 for the company and THB 50,000 for each responsible director, and failing to hold the AGM up to THB 20,000.
The procedure

The compliance year, step by step.

The annual cycle runs from year-end close through the AGM and into the statutory filings, with change registrations slotted in as events arise.

Year-end close

Accounts are prepared and audited ready for approval.

AGM within four months

The audited accounts are approved and the minutes recorded.

File financial statements

The audited financial statements are filed with the DBD within one month of the AGM.

File the BOJ5

The annual shareholder list is filed within 14 days of the AGM.

File the PND 50

The corporate income-tax return is filed within 150 days of the year-end.

Register changes

Any director, shareholder, capital, or detail changes are registered within 14 days as they arise.

How Khonsu helps

How we act as your corporate secretary.

Every Thai company has annual obligations the directors are personally responsible for: holding the AGM within four months of year-end, filing the audited accounts with the DBD, maintaining the share register, and notifying the DBD whenever directors, shareholders, capital, or registered details change.

We act as your outsourced corporate secretary. The board meeting minutes are drafted; the shareholder register is kept current; the AGM is convened correctly; the change filings happen within statutory deadlines; the certified company extracts are pulled when banks or counterparties ask.

Routine annual secretarial compliance — AGM notice and minutes, statutory registers, and the Bor Or Jor 5 filing — is handled once a year as part of the year-end package. One-off changes (director, shareholder, address, name, capital, share transfers) are billed per event: a base fee plus add-ons.

What we do

  • Annual General Meeting preparation, minutes, and resolutions
  • Share register and shareholder record maintenance
  • Statutory filings with the DBD
  • Director and shareholder change registrations
  • Share transfers and share-issuance filings
  • Capital increase and reduction registrations
  • Address, name, and objects-clause changes
  • Certified company extracts (English and Thai)
  • Board meeting minutes and resolutions

What you get

  • Routine compliance handled annually in the year-end package — changes billed per event, no surprises
  • Statutory deadlines tracked.
  • Bilingual minutes and resolutions

How we work

Onboarding

We pull the current DBD record, verify the share register, and identify any out-of-date filings to clean up.

Calendar setup

Year-end, AGM deadline, audit filing, and renewal dates loaded onto a shared compliance calendar.

Routine maintenance

The year-end package covers AGMs, statutory filings, minute-keeping, and standard extract requests.

Change events

Director changes, share transfers, capital changes handled on demand — we file within ~5 business days, well inside the 14-day statutory deadline.

Speak with our team

Send a message — typical response within one hour during office hours.

WhatsApp +66 95 332 2447 Send an Enquiry Call +66 2 026 0600
FAQ

Frequently asked

When is the AGM deadline?

Within four months of the financial year-end. For a 31 December year-end, the AGM must be held by 30 April; audited accounts must be filed with the DBD within one month after that.

Do I need a separate corporate secretarial provider if my accountants already do this?

Some accounting firms do; many don't. We work alongside whoever your accountants are.

What happens if the AGM isn't held on time?

Penalties for the company and personal liability for directors. We track this on the calendar to prevent it.

Can changes be filed retroactively?

Yes, but with penalty surcharges. Better to file on time — typically within 14 days of the change.

Reviewed by the Khonsu Legal team · 1 July 2026

Ready to take the next step?

Schedule a consultation with our multilingual legal and accounting team.