Changing Accountants After Missed Tax and Financial Statement Filings: Handover, Checks and Fix Order

The core answer

If you find that your accountant did not file some returns or financial statements, do not just sign a new engagement letter. Get the records handed over, check for yourself what was actually filed, and then fix the gaps in a set order. The company, not the old accountant, carries the legal duty.

The rule (Accounting Act B.E. 2543 and Revenue Code). The company is the "person responsible for accounts" (section 8), and it must give the bookkeeper complete documents (section 12). A limited company puts its audited financial statements to the shareholders' meeting within 4 months of the year end, then files them with the DBD within 1 month of approval (section 11, with Civil and Commercial Code section 1197, as stated in the DBD manual). Unpaid tax carries a surcharge of 1.5% per month, capped at the amount of the tax (Revenue Code section 27).

Our practical view. Fix in this order: stop the new damage, then clear items where tax is unpaid and the surcharge is still running, then late returns, then financial statements and audit, then shareholder and board approvals, then update the records. Do not file anything backdated or "tidied" until the handover documents have been checked.

This guide is about a change of accountant after a failure. For setting up books in year one, read the first-year accounting guide. For the monthly and annual calendar of a foreign-owned company, read the accounting and tax obligations guide. We do not repeat either.

1. Who is responsible when the accountant did not file?

The company is. The Accounting Act makes the company (a limited company, public limited company or registered partnership) the person responsible for keeping accounts. The bookkeeper prepares the accounts from the documents the company supplies.

Two points follow from the Act's text:

• Documents. The company must hand over complete supporting documents (section 12). If the accountant says the files were never delivered, this is the first fact to establish.
• Directors. Where a company commits an offence under the Act, the managing director, authorised representative or other person responsible for running the company is liable too, unless they prove they did not know of or consent to the offence (section 40).

You may still have a contract claim against the old accountant. That is a separate question from getting the company compliant, and it is better to do the second first. If you are thinking about a claim, keep all emails, LINE chats and signed engagement papers.

2. What should you demand at handover?

Ask in writing, give a date, and keep a signed list of what you receive. The Act requires the company to keep accounts and supporting documents for at least 5 years from the closing date (section 14), and the Director-General can extend that up to 7 years for certain businesses. So the originals belong to the company, not the accountant.

Credentials matter most. Make sure the company's own registered user holds the RD, DBD and SSO accounts, and change passwords on the day of handover. If the old accountant filed under their own login, ask the authorities how to move the access, and do not guess.

3. How do you check filing evidence yourself?

Do this before you accept any summary from either accountant.

Revenue Department (tax). After logging in to RD e-Filing, the filing-result menu shows submitted returns, and each can be printed as a form and receipt. The RD Q&A says that, for periods before September 2021, there is a separate back-copy menu. Where tax was payable, the receipt may take about 2 working days after payment to appear. Compare month by month: VAT (ภ.พ.30), withholding (ภ.ง.ด.1, 3, 53) and the half-year (ภ.ง.ด.51) and annual (ภ.ง.ด.50) corporate returns. A return filed with nothing due is still a filed return, and one that was not filed is simply absent.

DBD (financial statements). Search the company on DBD DataWarehouse+ to see which years show statements. In the DBD e-Filing system, the manual says the screen lists only the years not yet submitted, and that submission through the system is available for statements from 2557 (2014) onward. The DBD manual also describes a "financial statements not submitted for year..." note that can appear on the company affidavit. Pull a current affidavit and read the notes.

Social Security Office. Under the Social Security Act, employers remit contributions by the 15th of the following month, and late contributions carry a surcharge of 2% per month. Check your employer e-Service records or ask the SSO office for the payment history.

Record every gap in a simple table: form, period, due date, status, amount owed. That table becomes your work plan.

4. What are the deadlines you are measuring against?

The internet extension is granted by Ministry of Finance notifications that run for fixed periods and are then renewed. For an old period, check which notification covered that month on rd.go.th before relying on the later date. A ภ.ง.ด.50 must be filed every year, even with no income.

5. What does lateness cost?

• Surcharge. 1.5% per month or part of a month on unpaid tax, from the day after the deadline until payment. It cannot exceed the tax (section 27). Where the Director-General approved an extension and you pay inside it, the rate is 0.75%.
• Criminal fine on the return. For ภ.ง.ด.50, the RD page says late filing of the return and of the accounts are two counts, each 1,000 baht if up to 7 days late and 2,000 baht if later. Other forms have their own figures, so ask.
• Penalty. If the officer assesses, a penalty can apply. Order ท.ป.81/2542 allows it to be reduced, with a smaller share payable when you file voluntarily before an officer contacts you; the share depends on the form and the length of the delay. Confirm the figure for each form before you pay.
• Accounting Act fines. Failing to file financial statements: fine up to 50,000 baht (section 30). Failing to have them audited as required: up to 20,000 baht (section 32). Not keeping accounts at all: up to 30,000 baht plus up to 1,000 baht a day until corrected (section 28). Not keeping the records for the required period: up to 5,000 baht (sections 31 and 14). The Director-General or a delegate can compound these offences (section 41).

Hypothetical example. A company's year ends 31 December. The accountant never filed ภ.ง.ด.50 for two years and the DBD statements for the latest year. After checking, the owner finds that the older year's tax was nil and the latest year's tax was payable. The surcharge is running only on the latest year, so that one is paid first. The nil year still needs filing, and the DBD filing needs an approved, audited set. The numbers differ in every case, so treat this only as a picture of the sequence.

6. In what order should you fix it?

1. Stop the bleeding. Change logins, appoint the new accountant in writing, and confirm that current month returns (VAT, withholding, SSO) are on time. A gap that is still growing costs more than an old one.
2. Pay or file the items with running surcharges first. Anything with unpaid tax grows at 1.5% a month up to the cap. Where you can compute the tax from the records, file and pay these before the nil returns.
3. File late returns, oldest first. Monthly VAT and withholding, then the annual ภ.ง.ด.50 for each missed year. Consider asking about penalty relief before assessment under the RD order; the request is made before an assessment notice is issued.
4. Catch up financial statements and audit. Rebuild the books where needed, prepare statements, and have the licensed auditor audit each year. Your old accountant cannot be the auditor. For the roles, see the first-year guide.
5. Approvals. For a limited company, the shareholders approve each year's statements at a meeting, and the date goes into the DBD filing. A late catch-up meeting is common. For meeting formalities, see online shareholder and board meetings.
6. File with the DBD through e-Filing, then the shareholder list that goes with the meeting, and confirm that the missing-statements note is cleared.
7. Update records. Note the new bookkeeper and auditor in your files, and check whether any registered particulars need changing; see company changes after registration.

7. Handover and recovery checklist

1. Send a written handover request listing the items in section 2, with a deadline.
2. Transfer or reissue RD, DBD and SSO access to the company's own users.
3. Pull the filing evidence yourself (section 3) and build the gap table.
4. Rank gaps by unpaid tax first, then by age.
5. Ask the adviser how penalty relief applies before you file or pay.
6. File monthly items, then annual returns, oldest year first.
7. Audit, hold the shareholders' meeting, file with the DBD.
8. Keep every record for at least 5 years from each closing date.
9. Decide separately whether to claim against the old accountant.

Further reading

• What accounting does a new Thai company need in year one
• Accounting and tax obligations of a foreign-owned Thai company
• Company changes after registration
• Online shareholder and board meetings
• Choosing corporate legal counsel

The company owns the duty to file, so take the records back, verify what was really filed, and clear unpaid tax first, then late returns, then statements and approvals.

We help companies check filing records, plan a catch-up and handle the corporate steps. Initial consultation is free — call +66 92 254 2045 or send us the details. See also accounting and tax compliance, corporate secretarial and legal retainer.

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.