Of everything that surprises foreign owners about running a company in Thailand, this is the one that comes up most often, and it is usually discovered late.
Every registered Thai limited company must have its financial statements audited by a Thai certified public accountant every year. There is no small company exemption. There is no dormant company exemption. A company that was incorporated in January, did nothing for twelve months, held no bank account and issued no invoice still needs an audit, still needs an annual general meeting, and still needs to file with the Department of Business Development.
If you have run companies in Singapore, the United Kingdom or Hong Kong, only one of those three will have prepared you for this.
Why owners get caught
The usual sequence looks like this. Someone incorporates a Thai entity ahead of a project, or to hold a licence, or because a joint venture partner needed it. The project is delayed. Nobody appoints an accountant, because there is nothing to account for. Two or three years pass.
Then the company needs to do something real: open a bank account properly, apply for a licence, take an investment, or be sold as part of a group. And at that point somebody asks for the filed financial statements, and there are none.
The fix is not complicated but it is tedious and it is not free. You need an auditor willing to take on the back years, a set of accounts prepared for each of them, board and shareholder meetings minuted for each year, and filings submitted late with the associated penalties. Expect the cost to be several times what it would have been to keep the entity current, and expect it to take weeks rather than days at a point when you are usually in a hurry.
What the annual cycle actually involves
For a company with no activity, the year looks like this:
- Bookkeeping, even if there is almost nothing to record. Bank charges, government fees and accounting fees are still transactions.
- An audit by a Thai CPA, resulting in a signed audit report.
- An annual general meeting to approve the accounts, held within four months of the financial year end.
- Financial statements filed with the DBD within one month of that meeting.
- The annual corporate income tax return, filed within 150 days of the year end, even at a loss.
Alongside that sit the monthly obligations that continue whether or not you are trading, including social security if you have any employee at all, and withholding tax returns whenever you pay for a service.
We keep the full calendar on the Thailand page, with the deadlines for each item.
The decision nobody makes deliberately
If you are holding a Thai entity you do not use, you have three options and most owners drift into the first without choosing it.
Keep it dormant and current. Budget for the accounting and audit each year, and treat it as the cost of holding the option. For many groups this is genuinely worth it, particularly where the entity holds a licence, a lease or a BOI promotion that would be slow to obtain again.
Keep it dormant and ignore it. This is the default and it is the expensive one. The obligation does not lapse. It accumulates, and the bill arrives at the worst moment, which is usually during a transaction.
Close it properly. Liquidation in Thailand is a process rather than a form. It involves a liquidator, a final audit, tax clearance and a period for creditors. It typically takes the better part of a year. But it ends the obligation, and for an entity you genuinely will not use, it is often the cheapest answer over a three-year view.
The point is to pick one. An entity nobody has decided about is the most expensive kind.
If you are already behind
Two pieces of practical advice.
First, get an auditor engaged before you get the bookkeeping done, not after. Auditors vary in their willingness to take on back years and in what they will require, and there is no point preparing three years of accounts to a standard your eventual auditor does not accept.
Second, be straightforward about it. Late filing in Thailand is common enough that it is a known process rather than a scandal. It is handled with penalties, not with drama. The cost of admitting it early is much lower than the cost of it surfacing during someone else’s due diligence.
Statutory positions change. This reflects the position as we understand it in 2026 and is not a substitute for advice from your own auditor or tax agent. If you want a view on where your entities actually stand, the financial health check covers exactly this.