BUSINESS IN THAILAND / CORPORATE
A company record system should explain who owns the shares, who can act for the company, what decisions were made and which filings were completed. Accounting records and corporate records are connected, but they are not the same file. Keep both organised so directors, advisers and authorised stakeholders can retrieve the evidence they need.
Information reviewed 13 November 2026 · Pimaccounting
Build a record map for the company
On smaller screens, scroll the table sideways to see all columns.
| Record group | Examples | Responsible owner |
|---|---|---|
| Constitution and registration | Certificate, affidavit, memorandum, articles and amendments | Named corporate-records custodian |
| Ownership | Shareholder register, share certificates and transfer evidence | Authorised company representative |
| Decisions | Notices, attendance, minutes, resolutions and approvals | Meeting organiser and approving body |
| Finance and filings | Financial statements, accounting schedules, tax returns and receipts | Finance owner with director oversight |
| Permissions and access | Licences, promotion documents, bank mandates and system access | Relevant operational owner |
Keep a current document index with version, effective date, location and owner. A folder called “latest” is not enough if several conflicting copies exist. Preserve prior versions and the sequence of changes.
Maintain ownership evidence beyond the filed list
The DBD guidance on shareholder records distinguishes the company’s shareholder register and share certificates from the BOJ5 copy filed with the registrar. The filed list is not itself a share certificate or a guarantee that the underlying ownership evidence is correct.
Record changes when they occur through the appropriate process and retain the supporting documents. Reconcile the register with certificates, transfers and capital changes. Use the share-transfer guide when ownership changes rather than treating an annual list as the entire process.
Prepare decisions before the meeting date
Identify the decision-making body, required notice, quorum, voting threshold and any requirements in the articles. The process for an ordinary business decision may differ from a special resolution or a regulated transaction. A meeting template should help collect facts, not substitute for reviewing the legal requirements.
Keep the notice, delivery evidence, attendance, resolutions and signed minutes together. Record conflicts, conditions and follow-up responsibilities accurately. Do not backdate a meeting or create minutes for a decision that was never made. If a historical record is missing, seek advice on how to document the actual position.
Coordinate annual approval and filing
For a Thai private limited company, the annual process connects financial-statement preparation, the auditor where required, shareholder approval and filings. The DBD business duties guide should be read alongside the company’s year-end and current filing instructions. The annual shareholder-list deadline is a separate obligation from financial-statement submission.
DBD’s shareholder-record guidance states that the annual BOJ5 list is submitted within 14 days after the ordinary general meeting. Maintain a calendar that identifies the meeting date and actual filing evidence. Use the compliance calendar and annual accounts guide to coordinate the wider sequence.
Use a completion checklist for corporate changes
For director, address, capital or ownership changes, record the proposed action, approval, effective date, filing, updated documents and related notifications. Track banking, tax, payroll and contract changes separately. A new company affidavit may prove one registered update without proving every operational consequence has been handled.
The company administration hub links the detailed guides. The corporate-change tracker provides a simple way to assign owners and retain evidence.
Control retention, access and continuity
Apply the relevant retention rules to each class of record and preserve documents needed for unresolved disputes, reviews or obligations. The Accounting Act addresses accounting records; corporate records may have different purposes and requirements. Do not apply one deletion date to the entire company archive.
Keep secure backups, access permissions and a handover process when staff or providers change. Ensure the company can retrieve its records without depending on a former director’s personal account. If records are lost or damaged, assess any notification requirement promptly using the applicable official guidance.
A practical quarterly records review
- Confirm current directors, signing authority, address and ownership records.
- Check upcoming meetings, annual deadlines and pending corporate changes.
- Reconcile the document index to actual files and remove ambiguous “final-final” copies.
- Review access rights, backups and the location of original documents.
- List missing evidence and assign a responsible person and target date.
This is a proposed internal control routine, not a claim that every company has a statutory quarterly meeting requirement. Adapt the frequency to the business and its obligations.
Frequently asked questions
Is the shareholder list the same as the shareholder register?
No. The company maintains its register and supporting ownership records; BOJ5 is a list submitted to DBD. The documents serve different purposes.
Can minutes be created after the fact to make a file look complete?
Records should reflect decisions that actually occurred. Do not backdate or invent a meeting. Obtain advice on how to address missing historical evidence.
Does the accountant automatically maintain every corporate record?
Only responsibilities included in the engagement should be assumed. Identify who owns statutory records, meeting documents, filings and original certificates.
How should records be handed over when a director leaves?
Use an inventory, confirm the location of originals and backups, transfer authorised access and record unresolved items. Reconcile financial balances separately.
Official references and further reading
- DBD — shareholder registers, share certificates and annual shareholder-list filing (Thai)
- DBD — duties of registered businesses
- TFAC — Accounting Act B.E. 2543 (English translation)
- Ministry of Commerce, Trang — DBD Biz Regist becomes the sole filing channel from 1 November 2026 (Thai)
Reference review: 13 November 2026. Read current legislation, authority notices and case-specific requirements alongside this practical guide. Older manuals may contain superseded filing channels or rates. Service scope, professional fees, government charges and third-party costs should be confirmed separately.
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