Running a company in Thailand means more than just day-to-day operations. To stay compliant, businesses must keep up with corporate filings required by the Department of Business Development (DBD). These filings are essential whenever there are changes to directors, shareholders, registered capital, or company objectives.
In this article, we provide a step-by-step guide to DBD filing in Thailand, including required documents, timelines, and the most common mistakes companies should avoid.
What Is DBD Filing in Thailand?
The Department of Business Development (DBD) is the government authority responsible for overseeing company registrations, updates, and compliance in Thailand.
DBD filing in Thailand refers to the submission of documents whenever there are significant corporate changes, such as:
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- Appointment or resignation of directors
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- Changes in shareholder structure
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- Amendments to the company’s Articles of Association (AOA) or Memorandum of Association (MOA)
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- Increase or decrease of registered capital
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- Relocation of the company’s registered office
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- Issuance of new shares
When Is DBD Filing Required?
Not all company decisions require a DBD filing, but under Thai law, certain resolutions must be submitted within specific timelines.
Examples include:
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- Board of Directors’ changes → Filing required within 14 days
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- Shareholder changes → Filing required within 14 days
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- Capital increase/decrease → Filing required after shareholders approve the resolution and supporting documents are prepared
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- Annual General Meeting (AGM) resolutions → Annual financial statements must be submitted to the DBD within one month after approval
Failing to meet these deadlines can result in fines and delays in updating the company affidavit.
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Step-by-Step Process for DBD Filing in Thailand
- Prepare the Resolution
- Draft the Board of Directors (BOD) or Extraordinary General Meeting (EGM) resolution.
- Ensure the agenda and resolutions are consistent with the company’s AOA.
- Collect Supporting Documents
- Certified copies of director IDs or passports
- Share transfer agreements (if applicable)
- Updated shareholder list
- Amended company documents (if required)
- File with the DBD
- Submit documents in person at the DBD office or through the DBD e-filing system.
- Pay the applicable government fees.
- Receive Updated Documents
- Once approved, the DBD issues updated company documents such as:
- Amended company affidavit
- Updated shareholder list (Bor.Or.Jor.5)
- Once approved, the DBD issues updated company documents such as:
Common Mistakes to Avoid in DBD Filing
Many companies, especially those with foreign ownership, encounter issues when handling DBD filings. The most common mistakes include:
- Missing deadlines and paying late filing fines
- Using incorrect document formats or translations
- Forgetting to attach supporting documents like shareholder lists
- Not updating the AOA when changes are made
- Attempting self-filing without understanding Thai-language requirements