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Learn more about Thailand Company Secretary

All companies should appoint a qualified firm to perform the duties and responsibilities of a company secretary to ensure that they comply with the disclosure and information rules of the Thai Civil and Commercial Code. The company secretary services generally covered are detailed below all the requirements of the Thai Civil and Commercial Code: Process of sharing transfer of records and documentation, preparation and organization of the ordinary and extraordinary general meeting of the company, drafting of the power of attorney and proxy for the management of the company, drafting of the minutes of the meeting of the director of the company or shareholder of the company, procedure of any change of the company before the Ministry of Commerce, other assistance to the company related to the submission form for the change of director, submission of the balance sheet, change of shareholder, change of address etc. and the custody and use of the corporate seal.

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When are company secretary services needed?

In terms of company secretary, a company can expect specific changes in the course of its business and needs qualified legal counsel to register and have these business changes registered with the Thai authorities.

The appropriate organization can handle the filing and management of the company’s records. To avoid careless mistakes and loss of records, the organization should use an experienced law firm.

Professional legal personnel can quickly help your business file correct information, documents and resolutions with the appropriate governmental departments. A professional firm will especially ensure that financial statements are accurate and submitted on time to avoid any lawsuits or fines from government agencies.

What is the role of the company secretary?

The role of the company secretary is to take over some of the duties of the officers and reduce their workload within the company. Although hiring a company secretary is not a mandatory requirement under the Thai Civil and Commercial Code, it is recommended that you hire a professional law firm to help you manage the required reports and records for your Thai company to ensure that your company is following proper legal procedures in Thailand.

What are the filing obligations on company secretary in Thailand?

1. Annual General Meeting

Thai law requires the shareholders of a Company to schedule an Annual General Meeting (AGM) during six months from the date of incorporation of the company, and then once every twelve months from the end of the company’s fiscal year, within four months. The matters dealt with at the AGM include:

➤ Approval of the previous Annual General Meeting
➤ Approval of the report by the managers on the company's business activities for the fiscal year under review
➤ Support of the company's audited balance sheet; declaration of dividends, if any
➤ The election of managers in place of those withdrawing by rotation, the appointment of the auditor, and the AGM's approval

2. Audited Balance Sheet (PND 50)

The company secretary is required to prepare a balance sheet containing a summary of the company’s assets and liabilities, and a profit and loss account for each fiscal year. Then, a certified auditor must audit the balance sheet and authorize it at the AGM. The company shall file the balance sheet with the Ministry of Commerce within one month of the AGM’s date and Form Sor Bor Chor 3.

3. Half-year tax declaration (PND 51)

This is the semi-annual corporate income tax which needs to be filed as the title suggests, on a semi-annual basis. If you are interested in having more information, we invite you to consult our accounting page.

4. List of the company shareholders

The company secretary shall file a list of shareholders as of the AGM’s date with the Ministry of Commerce quarterly, and no later than on the fourteenth day following the AGM.

5. VAT Statement (Form Por 30)

Any individual or company that provides products or services in Thailand regularly and has a yearly turnover of more than 1.8 million baht is subject to VAT in Thailand. Service shall be considered to be offered in Thailand if the service is carried out in Thailand irrespective of where it is used or whether it is carried out elsewhere and used in Thailand.

6. Social security (SSO)

An employer with one or more workers is subject to the Social Security Legislation and must make a request (Sor.Por.Sor Form 1-01/1-03) within 30 days from the first employee’s hiring. The legislation allows both the employer and the employee to pay equal to the Office of Social Security by filing Form Sor. Por. Sor 1/10/10/10/1 at the rate stated in the Royal Decree, which currently represents 5 percent of the employee’s wages (subject to a limit of Baht 1,500 per month). Therefore, 5 percent contribution payments from the employer and 5 percent from the employee must be charged to the Social Security Fund by the fifteenth day of the month after the deduction date.

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