AGM and Filing Financial Statements

A limited company must hold an Annual General Meeting (“AGM”) within four months of the fiscal year-end in order to consider and approve the audited financial statements and other matters, as required by law (such as the rotation of directors), and as stipulated in the Articles of Association (“AoA”) of the company.

Keywords: Mazars, Thailand, Legal, AGM, Financial Statements, Limited Company

28 April 2017

In order to hold the AGM, the company, through its Board of Directors, at least 7 days before the meeting date (unless stipulated otherwise in the company’s AoA), must issue written notice of the AGM being called. The notice must be published in a local newspaper, as well as sent by registered mail or delivered by hand to every shareholder whose name appears in the list of shareholders.

For a company with a fiscal year-end of 31 December 2016, the last date that the company can hold the AGM is 28 April 2017, as this is the last weekday of the month. 

In addition, the total maximum penalty imposed for not holding an AGM to approve the audited financial statements within 4 months of the fiscal year-end are as follows: on the company, THB 20,000; and on directors, THB 50,000.

Please note that these are the maximum penalties prescribed by law. The actual amounts may vary, at the discretion of the Department of Business Development.

After the AGM is held, a limited company has only 1 month from the date of the meeting to file its approved financial statements with the Department of Business Development (“DBD”), Ministry of Commerce, through the DBD’s e-filing system. If a company holds its AGM on 28 April 2017, the last day to file with the DBD will be 29 May 2017, as 28 May 2017 is a public holiday.

The penalties set out in the Accounting Act, 2543 B.E., for failing to file the audited financial statements with the DBD by the deadline are incremental, based on the number of months late, and are as follows:

1)     Penalties for filing not more than 2 months late

No.

 

Legal entity Penalties (in Thai baht) Total (in Thai baht)
Accountant

Managing director/ Managing partner/

Responsible person

1 Registered ordinary partnership 1,000 1,000 2,000
2 Limited company 1,000 1,000 2,000
3 Foreign company 2,000 2,000 4,000
4 Public limited company 2,000 2,000 4,000
5 Joint venture 2,000 - 2,000

 

2)     Penalties for filing more than 2 months, but not more than 4 months, late

No. Legal entity Penalties (in Thai baht) Total (in Thai baht)
Accountant

Managing director/ Managing partner/

Responsible person

1 Registered ordinary partnership 4,000 4,000 8,000
2 limited company 4,000 4,000 8,000
3 Foreign company 24,000 24,000 48,000
4 Public limited company 24,000 24,000 48,000
5 Joint venture 24,000 - 24,000

 

3)      Penalty for filing more than 4 months late, or for not filing the previous year’s financial statements

No. Legal entity Penalties (in Thai baht) Total (in Thai baht)
Accountant

Managing director/ Managing partner/

Responsible person

1 Registered ordinary partnership 6,000 6,000 12,000
2 Limited company 6,000 6,000 12,000
3 Foreign company 36,000 36,000 72,000
4 Public limited company 36,000 36,000 72,000
5 Joint venture 36,000 - 36,000

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