Our Thai company has not started trading. Do we still have to file?

Yes. Filing obligations follow the existence of the company, not its activity. A dormant Thai limited company still files its periodic returns, still prepares financial statements, still has those statements audited, still holds its annual meeting and still submits to the registrar. Dormancy is one of the most common reasons a company falls behind, because there appears to be nothing to report — and the penalties accrue on the failure to file rather than on the amount that would have been payable.

Who is legally responsible — our bookkeeper or the company?

The company and its directors. Engaging a bookkeeping firm is normal and sensible, but it does not transfer the obligation, and a foreign parent that believes it has outsourced responsibility usually discovers otherwise at the point something has been missed. The practical protection is not a better provider but visibility: a named person at the parent who sees confirmation that each filing was made, rather than an assumption that silence means compliance.

How is an audit different from bookkeeping?

They are separate functions performed by separate people. Bookkeeping records the transactions and produces the accounts; the annual financial statements of a Thai limited company must then be examined by an independent licensed auditor before they are approved and submitted. A company cannot self-certify its statements, and the auditor cannot be the person who prepared them. Groups arriving from jurisdictions with small-company audit exemptions are frequently surprised by this.

What changes once our shareholders and suppliers are outside Thailand?

Cross-border payments carry Thai withholding obligations, and the obligation sits on the Thai company making the payment. Dividends, interest, royalties and many service payments to non-residents are withheld at source, at rates that a double tax agreement may reduce where the recipient qualifies. Two things follow: the treaty position must be supported at the time of payment rather than argued afterwards, and intercompany charges must be documented as real arrangements before they are paid.

We are behind on filings from previous years. How bad is that?

Recoverable in most cases, and better addressed deliberately than discovered. Late filings and late statements attract penalties that accumulate, and a company with an incomplete filing history has a visible record of it — which is what a buyer, a bank, or a licensing authority will look at. The cost of catching up is usually far smaller than the discount a buyer applies to an entity whose compliance history cannot be reconstructed.

Can we run the Thai accounts on the parent's system and consolidate?

You can consolidate for group reporting, but the Thai company must also maintain accounts in the form Thai law requires, in Thai, on a Thai basis, supporting statements that a Thai auditor will sign. Groups that run only the parent's chart of accounts find that year-end becomes an annual reconstruction exercise, performed under time pressure by people who were not there when the transactions happened.

When should we appoint the auditor?

Early, and not in the final weeks of the year. The auditor needs the records to exist in a form that can be examined, which is a constraint on how bookkeeping is done throughout the year rather than a task at the end of it. Appointing late is the reliable route to a first audit that costs more, takes longer and produces findings that are really bookkeeping problems.

The Compliance Calendar of a Thai Company With a Foreign Parent

The obligation follows the company, not the activity

The most expensive assumption a foreign parent makes about its Thai subsidiary is that compliance scales with trading. It does not. From the day it is registered, a Thai limited company has a recurring cycle of filings, an annual audit requirement, an annual meeting and a submission to the registrar — whether it has issued a single invoice or not.

The second most expensive assumption is that engaging a bookkeeping firm moves the obligation. It does not. The obligation stays with the company and its directors, and a director sitting in another country carries it just the same.

This guide sets out the cycle, what changes once the shareholders and counterparties are foreign, and where these arrangements fail. Deadlines, rates and thresholds do move — treat the shape as durable and confirm the current figure at the time of filing.

1. The monthly cycle

The recurring rhythm of a trading Thai company:

Withholding on payments made. Where the company pays salary, or pays individuals or other companies for services and certain other categories, tax is withheld at source and remitted, with the corresponding returns filed for the month.
VAT. A VAT-registered company files monthly, reporting output and input tax for the period — including months with nothing to report.
Social security. Contributions for registered employees are remitted monthly, with the employer's share alongside the employee's.

Two characteristics of this cycle catch groups out. It is monthly rather than quarterly, which is a heavier administrative rhythm than many parents are used to. And a nil position still requires a return — silence is a failure to file, not a statement that there was nothing to file.

2. The half-year point

Thai corporate income tax is not a single annual event. Companies make an interim filing during the year, based on an estimate of full-year profit, with the balance settled at year end.

The estimate matters. Where the interim figure is materially below the eventual outcome, a surcharge can apply to the shortfall — so the mid-year estimate is a piece of work, not a placeholder. Companies in their first profitable year, or with lumpy revenue, are the ones most often caught.

3. The annual sequence

The end of a Thai financial year runs as a sequence, and each step gates the next:

Close the accounts and prepare financial statements on a Thai basis.
Audit. The statements are examined by an independent licensed auditor. This is not optional for a Thai limited company, and it is not satisfied by the parent's group audit.
Approve. The statements are approved by the shareholders at the annual general meeting, held within the period the law requires after the year end.
Submit. The approved statements and the shareholder list go to the commercial registrar within the period allowed after approval.
File the annual tax return, with the audited statements behind it.

The sequence is why late is contagious: bookkeeping that finishes late pushes the audit, which pushes the meeting, which pushes both submissions — and the penalties attach at more than one point along the chain.

4. What changes because the parent is foreign

Withholding on outbound payments. Dividends, interest, royalties and many service payments to non-residents are subject to Thai withholding, and the obligation sits on the Thai company making the payment rather than on the recipient. Where a double tax agreement provides a lower rate and the recipient genuinely qualifies, that position must be supportable at the time of payment, with the documentation the paying company needs to hold.

Intercompany charges. Management fees, cost recharges, licence fees and shared-service charges from the group to the Thai company are examined on whether they were real arrangements for services actually provided, priced defensibly, and documented before they were paid. An agreement produced afterwards, to support a payment already made, reads as exactly that.

Related-party disclosure. Companies within thresholds report on their related-party dealings alongside the annual return, which means the intercompany position is not merely an internal matter.

Currency and evidence for outbound money. The bank asks for the underlying documentation when funds leave. Where the paperwork behind a payment was never created, the payment does not move, and the problem is discovered at the moment the group most wants the cash.

5. Where this actually goes wrong

The dormant company nobody filed for. Registered ahead of a project that slipped. Two years of missed filings, all of them nil.

The bookkeeper who was never checked. Engaged, paid, and assumed to be filing. No one at the parent ever saw a filing confirmation.

The parent's chart of accounts only. Group reporting was clean all year; the Thai statements were assembled at year end by someone reading old bank statements.

Intercompany agreements dated after the payments. The commercial logic is genuine. The paperwork sequence says otherwise.

The audit appointed in the final weeks. Findings that are really bookkeeping problems, discovered when there is no time to fix them properly.

Nobody owns the calendar. The most common of all: responsibility sits between a local provider, a finance lead abroad and a director who signs what is put in front of them.

6. What good looks like

One named person at the parent who receives confirmation of every filing, monthly.
A calendar holding the monthly returns, the interim filing, the audit, the meeting and both submissions — with owners against each.
Thai-basis books maintained throughout the year, not reconstructed at year end.
The auditor appointed early, with agreed expectations about the records they will receive.
Intercompany arrangements documented before payment, with support for any treaty position taken.
A quick annual check that the registered particulars — directors, address, shareholders — still match reality.

Summary

Obligation	Failure mode
Monthly returns	Treated as activity-driven; nil periods not filed
Interim tax filing	Estimate treated as a placeholder; surcharge on the shortfall
Annual audit	Assumed covered by the group audit; appointed too late
Meeting and submission	Delayed by a late audit; penalties at several points
Outbound withholding	Treaty position argued after payment, not supported at it
Intercompany charges	Agreements created to justify payments already made
Ownership of the calendar	Sits between a provider, a finance lead abroad and a director

None of this is difficult. It fails because it is nobody's job.

We advise foreign-owned Thai companies on compliance obligations, outbound payments and intercompany arrangements, and we work alongside the company's accountants rather than replacing them. Initial consultation is free — call +66 92 254 2045 or send us the details. See also accounting and tax compliance and structuring your Thai subsidiary so profit can move.

This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.