Company Secretary

In Thailand, the appointment of a company secretary is not mandatory for private limited companies according to the Civil and Commercial Code. However, for listed companies on the Stock Exchange of Thailand (SET), a company secretary is required under the Securities and Exchange Act. While not compulsory for most businesses, many companies, particularly foreign-owned or international firms, choose to appoint a company secretary. This professional plays a crucial role in managing legal, regulatory, and governance tasks, particularly when interacting with government entities such as the Department of Business Development (DBD) and the Revenue Department. A company secretary ensures compliance with Thai regulations, filings, and maintains the company’s statutory documents. For foreign directors unfamiliar with local laws and the Thai language, appointing a company secretary is highly recommended. The company secretary helps mitigate risks, avoid costly compliance errors, and ensures smooth day-to-day operations. This professional also supports corporate governance, including board meetings, shareholder resolutions, and maintaining official records. While the role may not be legally required for all businesses, it remains a vital service for ensuring long-term success and adherence to Thai corporate laws.

A company secretary in Thailand plays a critical role in ensuring that a business complies with local laws and operates efficiently. The responsibilities of a company secretary are diverse, covering both administrative and legal functions, which are crucial for maintaining smooth operations and avoiding potential legal issues. Here’s an overview of the key responsibilities:

Companies in Thailand are required to meet specific filing obligations with the Department of Business Development (DBD). This includes submitting an Annual Financial Statement within 150 days of the fiscal year-end, as well as the annual shareholders’ list using the BOJ 5 form. Any changes to the company’s structure, such as appointing or removing directors, altering the company address, or adjusting capital, must be reported to the DBD. Additionally, resolutions passed by shareholders or the board that modify the Articles of Association need to be filed. Timely submissions are essential to avoid penalties or fines. These filings ensure that the company remains compliant with local regulations and maintains its good standing.

A company secretary plays a vital role in ensuring that all statutory filings are completed correctly and on time. This includes preparing and submitting the necessary documents, such as financial statements, changes in company structure, and shareholder resolutions. The secretary is responsible for ensuring that all forms are filled out accurately, reducing the risk of errors or missed deadlines. By assisting with these filings, the company secretary helps prevent potential fines or administrative penalties from the DBD. Their role is crucial for maintaining the company’s legal and regulatory compliance. For more information, refer to Department of Business Development.

In Thailand, conducting shareholder and board meetings, including the Annual General Meeting (AGM), is mandatory for all companies. The company secretary plays a crucial role in organizing these meetings, ensuring compliance with legal requirements. They are responsible for scheduling the meetings and providing appropriate notice, typically 7 to 14 days in advance. The secretary drafts and circulates meeting notices, agendas, and proxy forms, ensuring all relevant parties are informed. Additionally, they record minutes of the meetings, making sure all decisions are documented accurately. This thorough process ensures that the company adheres to Thai regulations and corporate governance standards.

After the meetings, the company secretary ensures that all resolutions and minutes are filed with the Department of Business Development (DBD), preserving the company’s legal documentation. The secretary also ensures that foreign directors understand and follow Thai legal procedures for meetings. Filing these documents accurately is essential for maintaining compliance with Thai corporate laws. Furthermore, the company secretary helps the business remain transparent, fostering confidence among shareholders and other stakeholders. Consistent record-keeping and adherence to procedures are vital for the long-term success of the company.

Thai companies are required to meet two primary reporting obligations each year. These include financial and tax filings, and it’s crucial for businesses to ensure that these are completed accurately and on time to avoid penalties.

In Thailand, any changes to a company such as adding or removing directors, changing the company name, altering share capital, or amending the Articles of Association must be officially registered with the Department of Business Development (DBD). These changes require detailed documentation and must follow the strict procedures outlined by Thai law. The company secretary plays a crucial role in ensuring that these changes are properly processed and compliant. They assist in drafting the necessary resolutions and ensuring all required filings and notifications are submitted to the DBD and the Revenue Department.

The company secretary ensures that all necessary legal formalities are observed when implementing structural or operational changes. This includes making sure that any amendments to the Articles of Association are registered, and that the company’s shareholders or directors are notified appropriately. The process involves multiple steps, such as drafting resolutions, filing with relevant authorities, and communicating the changes to stakeholders. By carefully managing these changes, the company secretary helps maintain smooth operations and ensures compliance with Thai corporate laws, preventing potential legal issues.

Foreign-owned companies in Thailand face unique regulatory challenges, such as navigating the foreign business license (FBL) requirements and complying with restrictions on foreign ownership. These companies are also required to meet specific conditions set by the Board of Investment (BOI) to qualify for special incentives or benefits. A company secretary plays a crucial role in ensuring compliance with these regulations. They assist in understanding and adhering to the foreign shareholding limitations and help secure work permits for foreign employees. Additionally, the company secretary supports the preparation and submission of documents to the BOI for any applicable incentives.

In addition to regulatory filings, the company secretary ensures that all necessary documents are submitted to maintain legal compliance. This includes filing foreign ownership declarations, which must be submitted regularly to confirm that the company is adhering to ownership restrictions. The secretary is also responsible for maintaining corporate records that meet Thai legal standards, ensuring that all legal documentation is accurately filed and readily accessible for inspection. Their role is pivotal in ensuring that the company remains compliant with Thai corporate laws and regulations, avoiding penalties or legal disputes. Maintaining proper records and submitting timely filings is key to the smooth operation of foreign-owned companies.
For more information, refer to Thai Board of Investment.

In Thailand, certain business licenses, including food licenses, factory licenses, tourism licenses, and foreign business licenses (FBL), require periodic renewal to ensure that businesses remain compliant with the country’s regulations. The renewal process involves several essential steps to ensure continued legal operation. Here’s an overview of the renewal process:

A company secretary in Thailand plays a crucial role in managing the liquidation and deregistration process when a business ceases operations. The company must formally dissolve by following legal steps with the Department of Business Development (DBD) and the Revenue Department. The secretary prepares the board resolution to initiate the dissolution and organizes an Extraordinary General Meeting (EGM) for approval. Legal notices are published in the Royal Gazette and local newspapers to inform the public. Ensuring that all tax obligations are cleared with the Revenue Department is another essential part of the process. The company secretary coordinates these tasks to ensure compliance with Thai law.

Once the liquidation process is completed, the company secretary manages the final deregistration with the DBD to formally close the business. This involves submitting all necessary documents and confirming that all debts and liabilities have been settled. The secretary ensures that the business is removed from the official registry, preventing any future legal or financial obligations. Completing the process correctly is crucial to avoid lingering liabilities or fees. Accurate and timely filings with the relevant authorities ensure that the company’s closure is legally sound.

In conclusion, maintaining corporate compliance in Thailand is essential for the smooth operation of any business. A company secretary plays a critical role in ensuring that legal and administrative obligations are met, from statutory filings to managing shareholder and board meetings. For foreign-owned businesses, the expertise of a company secretary is particularly valuable in navigating complex regulations and ensuring ongoing compliance with Thai laws. Whether you need assistance with annual reports, company structure changes, or license renewals, a qualified company secretary can help streamline these processes. At Themis Partner, we offer reliable and professional company secretarial services, ensuring your business remains compliant and operates efficiently in Thailand. Contact us to learn more about how we can support your company’s success in the Thai market.