The main private company structure in Thailand is the private limited company, known as a Company Limited, incorporated under the Civil and Commercial Code and registered with the Department of Business Development (DBD) of the Ministry of Commerce. It is the usual structure for foreign-owned subsidiaries, subject to the Foreign Business Act, which limits foreign ownership in certain activities.

Compliance involves the DBD for company registration and financial statements, the Revenue Department for income tax, VAT and withholding, the Social Security Office for payroll, and, for some foreign investors, the Board of Investment (BOI) and the Ministry of Labour. Most filings are submitted online, but many still need original signatures, and Thai-language documents are the norm.

This guide explains the annual cycle for a Company Limited, with attention to foreign-owned subsidiaries. Updated November 9, 2026. Thailand frequently extends temporary tax measures, including the VAT rate, and professional sources do not always describe filing details the same way, so confirm dates and rates with the DBD, the Revenue Department or a Thai accountant.

Entity compliance Thailand: the quick answer

• Hold an annual ordinary general meeting within four months after year-end, and file the shareholder list (Form BOJ.5) with the DBD within 14 days of the meeting.

• Have financial statements audited by a licensed auditor and file them with the DBD within one month of the AGM.

• File the half-year income tax return (PND 51) within two months of the first six months, and the annual corporate income tax return (PND 50) within 150 days of year-end, with an extra eight days for electronic filing.

• File monthly VAT (PP.30) and withholding tax returns, and make monthly social security contributions.

What determines a company's compliance requirements?

Ownership, activity, size and incentives determine the workload. A company is treated as Thai for foreign business purposes if less than half of its shares are held by foreigners and the majority of directors are Thai, otherwise it is foreign and may require a Foreign Business Licence or BOI promotion for restricted activities. Many foreign groups obtain a BOI certificate to gain tax and ownership benefits, and that brings annual reporting requirements.

Tax status matters too. VAT registration is required once annual revenue exceeds THB 1.8 million, and the company can choose a financial year, which affects all deadlines. Foreign-owned companies are generally audited, and every Company Limited must have an auditor and prepare financial statements under Thai Financial Reporting Standards.

Annual entity requirements in Thailand: the core checklist

1. Annual general meeting and shareholder list

The ordinary general meeting is held within four months after the year-end, where the audited financial statements are approved and the auditor is appointed. After the meeting, the company submits a shareholder list (BOJ.5) to the DBD within 14 days. Notice of the meeting must be sent to shareholders at least seven days before, unless the articles require longer.

2. Financial statements and audit

Directors prepare financial statements and the licensed auditor issues the audit report. The statements are filed with the DBD within one month of the AGM and are available to the public. Late filing leads to fines and may affect the company's ability to obtain licences. Accounting records are kept in Thai and must be maintained for at least five years.

3. Corporate income tax returns

Companies file the half-year return (PND 51) within two months after the end of the first six months of the accounting period, pay half of the estimated annual tax, and file the annual return (PND 50) within 150 days after year-end, with eight additional days for e-filing. The annual return is accompanied by the audited accounts and tax computation schedules. Late filing leads to surcharges and penalties.

4. Monthly VAT and withholding returns

VAT-registered companies file the monthly VAT return (PP.30) by the 15th of the following month, extended to the 23rd for e-filing. Withholding tax returns (PND 1, 3 and 53) are due by the 7th of the following month, extended to the 15th for e-filing. Withholding for payments abroad (PND 54) follows the same timetable.

5. Registers and changes

Keep the shareholder register, minutes, director register and company certificate. Changes in directors, authorised signatories, address and objectives are registered with the DBD, and a change in share capital needs a resolution and filing within the legal period. Foreign directors may need documents notarised and legalised.

Tax and indirect tax obligations

The standard corporate income tax rate is 20 percent, with reduced rates for small companies on the first slices of income, and BOI-promoted companies may have exemptions. Companies must also pay withholding tax on certain domestic payments, and dividends paid to a foreign parent are generally subject to 10 percent withholding tax, subject to treaties.

The statutory VAT rate is 10 percent, but a reduced rate of 7 percent has been applied for many years through temporary measures, most recently extended to 30 September 2026 and subject to further government decision, so confirm the rate that applies to your transactions. Specific business tax, stamp duty and customs duty apply to some transactions. Thailand also has a transfer pricing disclosure form and documentation rules for related-party transactions above thresholds, and large multinational groups should confirm global minimum tax obligations.

Foreign-owned subsidiaries

A foreign-owned Company Limited must comply with the Foreign Business Act. Restricted activities, such as some services, retail and trading, need a Foreign Business Licence or BOI promotion. Foreign-owned companies often have a minimum capital requirement tied to work permits, generally at least THB 2 million per foreign employee, so check the current rules when hiring expatriates.

Dividends, royalties, interest and service fees paid to a foreign parent attract withholding tax, with reductions under treaties, and the parent should provide a tax residence certificate. Where the company is BOI-promoted, annual reporting and compliance with the promotion conditions must be kept up, since non-compliance can lead to revocation of benefits.

First-year and event-triggered obligations

In the first year, incorporate with the DBD, register with the Revenue Department for tax and VAT, register with the Social Security Office, open a bank account, appoint an auditor, and obtain work permits for expatriates. Event-driven filings include changes in directors, address, share capital, objectives and name, share transfers, and the payment of share capital.

A company that stops operating must file for dissolution and liquidation with the DBD, and the Revenue Department will want tax clearance. Dormant companies must still file annual statements and returns, so a clean closure is usually cheaper.

Employment and local requirements

Employers register employees with the Social Security Office and contribute 5 percent of wages up to a ceiling each month, with matching employee contributions. They withhold personal income tax from salaries and file monthly and annual returns. The Labour Protection Act sets rules on working hours, overtime, leave, severance and termination. Foreign employees need a visa and work permit, which are tied to the employer and to the company's capital and Thai staff ratio, and the company must report foreign employee changes within the legal period.

Record-keeping and governance in Thailand

Keep the memorandum, articles, certificate of incorporation, shareholder register, minutes, financial statements, tax returns, VAT records, tax invoices and work permit files. Accounting documents must be kept in Thai for at least five years from the closing date of the accounts, and some tax records for longer. Maintain a list of authorised signatories, the company seal and a log of its use, and a calendar for DBD, Revenue Department, BOI and Social Security deadlines. A Thai accounting firm commonly handles the monthly cycle for foreign-owned companies.

Build a compliance calendar for Thailand

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• 14 days after the AGM: file the shareholder list (BOJ.5).

• 7th of each month: withholding tax returns, extended to the 15th for e-filing.

• 15th of each month: monthly VAT return, extended to the 23rd for e-filing.

• Within four months of year-end: hold the AGM, then file financial statements within one month.

• Within two months of the first six months: half-year tax return (PND 51).

• 150 days after year-end plus eight days for e-filing: annual tax return (PND 50).

Common mistakes

• Assuming the temporary 7 percent VAT rate is permanent without checking the latest cabinet decision.

• Missing the 14 day shareholder list filing after the AGM.

• Using a nominee structure to bypass the Foreign Business Act.

• Filing accounts late because the audit starts after the AGM date.

• Hiring foreign staff without the capital and Thai staff ratio needed for work permits.

• Failing to meet BOI promotion conditions and annual reports.

Entity compliance Thailand: frequently asked questions

What is the main private company type in Thailand?

The private limited company, or Company Limited, registered with the DBD, is the standard structure and the usual vehicle for foreign-owned subsidiaries.

When must a Thai company hold its AGM?

Within four months after the end of the accounting year.

When is the Thai corporate tax return due?

The annual return (PND 50) is due within 150 days of year-end, with eight more days for e-filing, and a half-year return (PND 51) is due within two months of the first six months.

What is the VAT rate in Thailand?

The statutory rate is 10 percent, but a temporary 7 percent rate has been extended repeatedly, so confirm the rate in force.

Is there a limit on foreign ownership?

The Foreign Business Act restricts foreign participation in some activities, and a Foreign Business Licence or BOI promotion may be needed.

Does a Thai company need an audit?

Yes. Company Limited accounts must be audited by a licensed auditor and filed with the DBD.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.