Stay compliant with Thai regulations while we handle your corporate administrative needs.
Our corporate secretarial services in Thailand help businesses stay fully compliant with local laws while simplifying day-to-day corporate administration. From managing director changes to preparing board resolutions, we ensure your company runs smoothly and meets every regulatory requirement.
Navigating corporate compliance can be a daunting task in Thailand’s complex regulatory landscape. At lexbangkok., we offer comprehensive corporate secretarial services to help businesses meet their obligations with ease and efficiency. By entrusting us with your administrative needs, you can focus on what matters most, growing your business.
Definition. Corporate secretarial work is the maintenance of a company's statutory record and calendar: the shareholders' meetings, the registers, the minutes, and the filings with the Department of Business Development (DBD) and the Revenue Department. In a Thai private limited company, the Civil and Commercial Code assigns these duties to the directors, and the directors may delegate them to counsel.
A Thai limited company must hold a shareholders' meeting every year, keep a register of shareholders, approve and file its financial statements, and file its tax returns. Each obligation comes from a named statute and carries its own period. The table lists the ones that recur every year.
| Obligation | Source | Period or rule |
|---|---|---|
| Ordinary meeting of shareholders | Civil and Commercial Code, s.1171 | The first meeting within six months after registration, then at least once every 12 months |
| Register of shareholders | Civil and Commercial Code, s.1139 | Kept at the registered office; a certified copy goes to the Registrar within 14 days after the ordinary meeting |
| Retirement of directors by rotation | Civil and Commercial Code, s.1152 | One-third of the directors retire each year |
| Financial statements to the DBD | Accounting Act B.E. 2543, s.11 | For a limited company, within one month after the general meeting approves them |
| Accounting records | Accounting Act B.E. 2543, ss.10 and 14 | Accounts close within 12 months of commencement and then annually; records are kept at least five years from closing |
| Half-year tax return | Revenue Code, s.67 bis | Within two months after the end of the first six months of the accounting period |
| Annual tax return | Revenue Code, ss.68 and 69 | Within 150 days after the last day of the accounting period |
| Legal reserve | Civil and Commercial Code, s.1202 | One-twentieth of profits until the reserve reaches one-tenth of capital |
In fact, the Civil and Commercial Code does not create an office of company secretary for a private limited company. It places the register, the meetings and the management of the company on the directors (ss.1139 and 1144). A company may appoint counsel or an internal officer to perform these tasks on the directors' behalf, but the duty stays with the directors.
This allocation matters when something goes wrong. Because the duty stays with the directors, it does not move to whoever prepares the filing. For that reason, the person who prepares the minutes, the resolutions and the DBD forms should understand the legal effect of each one, and not only the form.
A valid shareholders' meeting follows the steps in sections 1171 to 1195 of the Civil and Commercial Code: a proper notice, a chairman, a vote taken by the prescribed method, and minutes. If the meeting or a resolution breaches the law or the company's regulations, a director or a shareholder can apply to court to set it aside within one month of the resolution.
| Step | Provision | What it requires |
|---|---|---|
| Extraordinary meeting | ss.1172 to 1174 | The directors may call one at any time and must call one promptly if the company loses half its capital. Shareholders holding one-fifth of the shares may requisition one, and the directors then have 30 days to convene it |
| Notice | s.1175 | Written notice, delivered and published, at least 7 days before the meeting, and 14 days where a special resolution is proposed; it states the place, date, time and agenda |
| Chairman | s.1180 | The chairman of the board presides; if the chairman is absent 15 minutes after the start, the shareholders elect one |
| Voting method | ss.1182 and 1190 | A show of hands gives each shareholder one vote; a poll gives one vote per share and follows a demand by at least two shareholders |
| Interested shareholders | s.1185 | A shareholder with a conflicting interest cannot vote on the relevant resolution |
| Proxies | ss.1187 to 1189 | A written, dated and signed proxy, deposited with the chairman before or at the start of the meeting |
| Tied vote | s.1193 | The chairman has the casting vote |
| Challenge | s.1195 | Court application within one month of the resolution |
The Emergency Decree on Meetings via Electronic Means B.E. 2563 (2020) allows a meeting that the law requires to be held to be conducted by electronic means, with listed exceptions in section 5. Section 9 requires written minutes, an audio or audiovisual record of every attendee throughout the meeting, and retention of the electronic traffic data. Security standards and Registrar practice apply alongside the Decree and can change, so the current requirements should be confirmed before the first electronic meeting.
Three events can change the status of a foreign-owned company: a share issue or transfer, a change of directors or authorised signatories, and an amendment to the registered particulars. Each one is a corporate secretarial filing, and each one can also alter how the Foreign Business Act, the Land Code or the Trade Competition Act treats the company.
The three statutes measure foreign control differently. The Foreign Business Act looks at foreign holdings of at least half the capital, whereas the Land Code looks at more than 49 percent of the capital or a foreign majority of shareholders. Meanwhile, the Trade Competition Act looks at control through voting rights. Our guide to share transfers in Thailand compares them, and our guide to the Treaty of Amity explains why a change of control ends the certificate that a US-owned company holds.
The Registrar has also issued orders that affect these filings. Order No. 1/2569 governs amendment registrations that add foreign partners or foreign authorised directors. Order No. 2/2569, effective 1 August 2026, requires Thai shareholders in companies with foreign participation to evidence the source of their capital with bank statements. As a result, a routine amendment filing now depends on documents from the shareholders, so counsel should collect them before the filing date and not after.
| Event | Corporate secretarial step | Status question it raises |
|---|---|---|
| Share issue or transfer | Board and shareholder resolutions; update of the register; shareholder list to the Registrar | Whether the foreign proportion crosses a Foreign Business Act, Land Code or Trade Competition Act line |
| New foreign director or signatory | Resolution; amendment registration under Registrar Order No. 1/2569 | Whether the appointment changes the analysis of control |
| Change of registered objects | Special resolution; amendment registration | Whether a new activity needs a licence under the Foreign Business Act |
| Increase or reduction of capital | Resolutions in the form the Code requires; registration | How the ownership proportions and any land holding change |
We take over the company's statutory record and calendar, and we advise on the legal effect of each step. The work follows the year of the company, from the opening resolutions to the annual filings.
Corporate secretarial work also sits at the centre of company formation and restructuring. See our guides to company registration in Thailand and M&A in Thailand for the transactions that these records support.
Last reviewed 29 September 2026. Sources: Civil and Commercial Code, ss.1139, 1144, 1152, 1171 to 1195 and 1202; Accounting Act B.E. 2543, ss.10, 11 and 14; Revenue Code, ss.67 bis, 68 and 69, as published by the Revenue Department; Emergency Decree on Meetings via Electronic Means B.E. 2563 (2020), published by the Electronic Transactions Development Agency; Registrar Orders Nos. 1/2569 and 2/2569. This page provides general information only and does not constitute legal advice.
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