Registering a legal entity in Thailand, whether a limited company or limited partnership, is only the beginning of formal business operations. Once established, the law imposes strict duties on company directors and shareholders to oversee accounting and financial statements.
These duties support transparency and auditability under the Accounting Act B.E. 2543 and the Civil and Commercial Code.
1. Directors’ Main Duties and Responsibilities
Directors are representatives of the legal entity with authority to manage its affairs. They are directly responsible for key documents and financial statements as follows:
- Prepare and submit financial statements: appoint a qualified bookkeeper to prepare financial statements at least once a year, audited and certified by a certified public accountant (CPA) (or a TA for a small partnership)
- Hold a meeting and approve the statements: hold an annual general meeting (AGM) to approve the financial statements within 4 months after the accounting period closes, then file them with the DBD within 1 month after approval. Failure may result in a fine of up to 50,000 baht.
- Prepare the shareholder list (บอจ.5): submit it to the DBD at least once a year within 14 days after the AGM. Late filing carries a personal fine of 2,000 baht per director.
- Maintain the shareholder register and share certificates: issue a share certificate to every shareholder and keep the shareholder register at the head office to record ownership and all share transfers.
Key deadlines and penalties for directors to watch closely:
| Duty | Deadline | Penalty if missed |
|---|---|---|
| Hold the statement-approval AGM | Within 4 months after the accounting period closes | — |
| File financial statements with the DBD | Within 1 month after approval | Fine up to 50,000 baht |
| Submit บอจ.5 | Within 14 days after the AGM | 2,000 baht per director |
2. Responsibility for Retaining Accounting Documents
A legal entity must establish accounting records, including journals, ledgers, and inventory accounts, from the date its registration is completed.
All accounting-supporting documents and original tax invoices must be retained for at least 5 years, and in some cases may be required for 7 years. Scanning them does not permit destruction of the paper originals without special approval.
3. Shareholders’ Roles and Liability
Shareholders do not manage daily operations like directors, but they have the following legal rights and responsibilities:
- Limited liability: in a limited company, each shareholder is liable for company debts only up to the amount of unpaid share capital, clearly separating personal and company assets.
- Right to information and inspection: shareholders are entitled to receive financial-statement copies at least 3 days before the meeting and may request to inspect the shareholder register at the head office during business hours.
- Appointment of the auditor: shareholders select and appoint the annual auditor and set the remuneration at the AGM, supporting a transparent audit process.
In summary, directors are primarily responsible for preparing and filing accurate financial information on time, while shareholders inspect and approve it to protect their interests and maintain the business’s long-term credibility.
Need support with financial statements, shareholder meetings, and on-time filings? View Maitrichit’s accounting and audit services or contact us for a consultation.