Skip to main content
SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
SUWANVARA LAWFIRM
SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
Business Law

Annual Corporate Calendar: Closing Accounts, Shareholders' Meeting, DBD and Tax Filings, in the Order Required

The annual obligations of a limited company form a chain. Closing accounts late makes the auditor late, the meeting late, and filings late with every department. Understand the sequence and the points where fines can arise at more than one point.

by Legal Advisory TeamAugust 22, 20263 min read
Annual Corporate Calendar: Closing Accounts, Shareholders' Meeting, DBD and Tax Filings, in the Order Required

The annual obligations of a limited company are not items that can be done separately at will, but rather a chain in which each step is a condition for the next. Closing the accounts late causes the auditor to audit late; the audit being late causes the shareholders' meeting to be held late; the meeting being late causes the financial statements to be filed late — and fines can arise at more than one point along the same chain.

Steps to Take

1. Close the books and prepare financial statements according to the company's accounting period.

2. A certified public accountant audits and expresses an opinion This step is not optional for limited companies, and the auditor must be a different person from the bookkeeper.

3. Hold an annual general meeting of shareholders to approve the financial statements within the prescribed period from the end of the accounting period, together with issuing a notice of meeting in the manner required by law and the company's articles of association.

4. Submit the shareholder register to the registrar within the prescribed period from the date of the meeting.

5. Submit the financial statements to the Department of Business Development within the prescribed period from the date the meeting approved them.

6. File the annual corporate income tax return together with the audited financial statements within the prescribed period from the end of the accounting period.

In addition to the annual period, there is also the half-accounting-period corporate income tax return that must be filed during the year. Underestimating it too low may result in additional surcharges, so it is not just a matter of filling in figures to barely pass.

The exact deadlines for each step and the penalty rates are updated periodically. You should check with the Department of Business Development and the Revenue Department before actually planning your work. This article gives the sequence and relationship of the steps, not a ready-made table of dates.

Monthly duties that run alongside throughout the year

  • Remit withholding tax on salary payments, payments to individuals, and payments to juristic entities.
  • File value-added tax returns for registered businesses. Even if there are no transactions in that month, you must still file.
  • Remit social security contributions for employees.

The most commonly missed point is that even in a month with no transactions, you must still file. Not filing does not mean there is nothing to report—it counts as a failure to file a return.

The Real Failure Points in Practice

Companies that have not yet started operations unknowingly accumulate outstanding financial statements, because they assume that having no revenue means having no obligation.

They hire an accounting firm but never check whether filings were actually made. No one in the company has ever once seen a filing acknowledgment receipt.

No meeting minutes — only financial statements signed by directors, which immediately becomes a problem when shareholders are in conflict or an inspection takes place.

They appoint the auditor too late, leaving only a few weeks, turning what is truly a bookkeeping problem into an observation in the auditor's report.

Registered information no longer matches reality — the address, directors, or directors' authority have changed, but the changes were never registered, causing official documents to be undelivered and resulting in a failure to receive notice.

What a company should have, no matter how small

  • A single calendar that combines all monthly, semi-annual, and annual tasks together
  • A clearly named person responsible for each item, not just "the accounting office handles it"
  • Seeing proof of filing every month, not assuming that silence means everything is in order
  • Engaging an auditor in advance, with an agreement on what documents will be submitted and when
  • Checking registered data once a year to see that it matches reality

Read more

📌 See more: Business Law · Tax Law

If your company has several years of outstanding financial statements and you want to settle everything once and for all, consult a lawyer for free. Call 092-254-2045


This article provides general information and is not legal advice for any specific case. Deadlines and penalty rates may be updated. You should check with the relevant authorities.

Frequently asked questions

The company has not started doing business at all. Does it still have to file anything?+

Yes, it must file. Legal obligations are tied to having the status of a juristic person, not to having income. A company that is already registered but has not yet operated must still prepare financial statements, have them audited by an auditor, hold an annual general meeting of shareholders, submit the financial statements and the list of shareholders, and file tax returns according to the deadlines. This is the number one reason companies are late on their financial statements for many years without the owners realizing it, because they understand that no income means nothing to file.

What are the consequences of filing financial statements late?+

Fines can arise in more than one way: on the Department of Business Development side regarding the submission of financial statements and the shareholder list, and on the Revenue Department side regarding filing tax returns and paying tax. In addition, overdue financial statements appear in the juristic person information that business partners, banks, and potential investors can check, which is often a cost more expensive than the fines.

Can a single director sign to approve the financial statements instead of a meeting?+

No. The financial statements of a limited company must be approved by the shareholders' meeting. Having only a director sign without holding a meeting skips a step required by law, and it is a weakness that appears immediately when there is a retrospective review or a dispute between shareholders. Even a small company whose shareholders are the same group of people must still have complete meeting documents.

Can the bookkeeper and the auditor be the same person?+

No. They are different roles and must be different persons. The bookkeeper records transactions and prepares the financial statements, while the certified auditor examines and expresses an opinion on those statements independently. New businesses often understand that hiring one accounting office covers everything; in practice, the office will arrange for an auditor, but legally they must be different individuals.

The financial statements have been overdue for several years. Can this still be fixed?+

It can be fixed in most cases, and it should be fixed deliberately rather than waiting to be discovered. The steps are to go back and prepare the financial statements and hold the meeting for each overdue year in order, then submit them together with payment of the fines incurred. The longer the delay, the more expensive and time-consuming it becomes, because the supporting documents for the bookkeeping of past years have often disappeared. The cleanup should therefore begin before you need a certificate or financial statement information for an important transaction.

Share articleFacebookLINEX