Registering a company is only the beginning of operating as a legal entity. The next important responsibility is managing the organization in accordance with the Civil and Commercial Code and the Accounting Act.
In particular, businesses must hold annual general meetings to approve financial statements and register director changes when the management team changes.
1. Holding an AGM to Approve Financial Statements
A limited company must hold its first AGM within 6 months after registration, then at least once in every 12-month period to approve financial statements and appoint an auditor.
- Key deadline: directors must hold the statement-approval meeting within 4 months after the fiscal year-end.
- Preparation: a bookkeeper must prepare the financial statements and a CPA must audit them. Give shareholders a copy at least 3 days before the meeting.
- Post-meeting filings: after approval, file the financial statements with the DBD through DBD e-Filing within 1 month, and submit the shareholder list (form บอจ.5) within 14 days.
| Step | Deadline |
|---|---|
| Hold the first AGM | Within 6 months after registration |
| Hold the statement-approval meeting | Within 4 months after year-end |
| Send statements to shareholders | At least 3 days before the meeting |
| File statements with DBD (e-Filing) | Within 1 month after approval |
| Submit บอจ.5 | Within 14 days after the meeting |
2. Registering Changes to Directors and Signing Authority
When management changes—for example, a director resigns, a new director is appointed, or a director changes name—the company must register the amendment so it has legal effect and remains credible to counterparties.
- Meeting resolution: the change must be approved by the meeting required under the company’s rules, with minutes prepared as filing evidence.
- Required documents: the main set includes the application (form บอจ.1), amendment particulars (form บอจ.4), and details of incoming or changed directors in form ก.
- Signing condition: an authorized director must sign the application personally before the registrar or legally designated person and cannot authorize someone else to sign in their place.
3. Penalties and Important Points
Missing obligations or acting late can expose both the company and its directors to statutory fines:
| Case | Penalty |
|---|---|
| Failure to file financial statements | Fine up to 50,000 baht |
| Late filing of บอจ.5 | 2,000 baht per authorized director |
| Statements not audited | 1,000 baht for the company and 1,000 baht for each director |
Planning an accounting and tax calendar with your accounting firm from the start of the year helps prevent missed meeting and filing dates and substantially reduces surcharge risk.
In summary, company directors are directly responsible for ensuring meetings and filings occur on schedule, keeping the business running smoothly and avoiding legal penalties.
Need help with shareholder meetings, financial-statement filings, and director-change registration? View Maitrichit’s business-registration services or contact us for a consultation.