Thailand Annual Company Audit: Who Must Be Audited, Filing Deadlines and Penalties
1. Who must keep accounts and who must be audited (Section 8, Section 11)
Section 8 of the Accounting Act provides that registered partnerships, limited companies, and public limited companies established under Thai law, juristic persons established under foreign law carrying on business in Thailand, and joint ventures under the Revenue Code all have the duty to prepare accounts (Section 8). Building on this, Section 11 further requires these persons to prepare financial statements, and the financial statements must be reviewed and an opinion expressed by a licensed auditor (Section 11).
- Limited companies / public limited companies: regardless of size, their financial statements must all be audited (Section 11).
- Registered partnerships (established under Thai law): in principle also require an audit, but if their capital, assets, or revenue does not exceed the amount prescribed by Ministerial Regulation, they may be exempt from audit — the exact amount is subject to the official regulations (our firm can help confirm this) (Section 11).
- The auditor must be licensed: the person expressing the audit opinion must be a licensed auditor (CPA) holding a license from the Accounting Profession Council of Thailand; under the Accounting Professions Act, a license must be obtained before practising (Section 38).
2. Closing the accounts and filing deadlines (Section 10, Section 11)
A company must close its accounts for the first time within twelve months of the date it commences accounting, and thereafter close the accounts once every twelve-month period (Section 10). After closing, it enters the process of preparation, audit, approval at a general meeting, and submission, and the filing deadline differs for different persons:
Limited / public companies 1 month after the general meeting
Within one month after the financial statements are approved at a general meeting of shareholders, they are submitted to the Central Accounting Office / provincial accounting office (i.e., the DBD registrar) (Section 11).
Partnerships / foreign juristic persons / joint ventures 5 months after closing
Registered partnerships, foreign juristic persons, and joint ventures submit their financial statements within five months from the date of account closure (Section 11).
Genuine difficulty Extension available
If there is genuine necessity making timely compliance impossible, the Director-General may, as necessary, grant an extension or postponement of the filing deadline (Section 11).
In addition, a company must deliver correct and complete documents to the accountant so that the accounts truthfully reflect the results of operations and financial position (Section 12); the accounts and the documents required for record entries must be preserved for not less than five years from the date of account closure (for auditing purposes, the Auditor-General, with the approval of the Minister, may require preservation for more than five years but not exceeding seven years) (Section 14).
3. Penalties for non-compliance (Sections 28-30, Section 40)
The Accounting Act imposes civil fines for failing to perform the relevant duties (under the Civil Penalty Act, B.E. 2565, the former criminal fines are converted into civil fines of the same amount):
- Failure to keep accounts as required (violation of Section 8 or Section 9): a civil fine not exceeding thirty thousand baht, plus a daily fine of not more than one thousand baht per day until proper compliance is achieved (Section 28).
- Failure to close accounts on time or to deliver documents as required (violation of Sections 10 and 12): a civil fine not exceeding ten thousand baht (Section 29).
- Failure to submit financial statements on time (violation of Section 11 paragraph one): a civil fine not exceeding fifty thousand baht (Section 30).
- Joint liability of responsible persons: if a juristic person's offence arises from the order or omission of a director, manager, or person responsible for the conduct of the business, that responsible person is also punished under the corresponding penalty (Section 40).
Note also that the accounting practitioner (bookkeeper) who prepares a company's accounts must be a member of, or registered with, the Accounting Profession Council of Thailand in order to practise (Section 44); while the person expressing an audit opinion must be a licensed auditor (Section 38), and a business may not have an unlicensed person pose as issuing an audit opinion.
Audit exemption thresholds, accounting-year adjustments, filing extensions, and the like all involve Ministerial Regulations and case-specific facts, and must be confirmed case by case — SLF can provide your company with a one-stop service covering licensed-auditor liaison, bookkeeping cleanup, and DBD financial-statement filing.
FAQ
Which companies in Thailand must undergo an annual audit?
Under Section 11 of the Accounting Act, all limited companies and public limited companies established under Thai law must have their financial statements reviewed and an opinion expressed by a licensed auditor (CPA) without exception; registered partnerships, foreign juristic persons carrying on business in Thailand, and joint ventures under the Revenue Code also have the duty to prepare accounts and submit financial statements (Section 8). Only a registered partnership may be exempt from audit if its capital, assets, or revenue is below the threshold prescribed by Ministerial Regulation, and the exact amount is subject to the official regulations (Section 11).
When must the audited financial statements be filed?
Limited companies and public companies must submit to the Central Accounting Office / provincial accounting office (DBD) within one month after the financial statements are approved at a general meeting of shareholders; registered partnerships, foreign juristic persons, and joint ventures must submit within five months from the date of account closure (Section 11). The accounts are closed once every twelve months (Section 10), and in cases of genuine difficulty an extension may be applied for from the Director-General.
Who may express an audit opinion on a Thai company's financial statements?
It must be a licensed auditor (CPA) holding a license from the Accounting Profession Council of Thailand; under Section 38 of the Accounting Professions Act, a license must be obtained before practising. In addition, the accounting practitioner who prepares a company's accounts must also be a member of, or registered with, the Council in order to practise (Section 44).
What are the penalties for not auditing or not filing financial statements on time?
Failure to keep accounts as required carries a civil fine of up to thirty thousand baht, plus a daily fine of not more than one thousand baht per day until proper compliance is achieved (Section 28); failure to submit financial statements on time carries a civil fine of up to fifty thousand baht (Section 30). If the offence arises from the act or omission of a director, manager, or person responsible for the conduct of the business, that responsible person is also punished (Section 40).