[ESTABLISHING A BUSINESS ENTITY IN THAILAND] 481
rights
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shareholders together with other required documents to the Department of Business Development (DBD) within one month from the date of shareholders meeting via the DBD’s e - Filing system. Note: e-Meetings have been implemented in Thailand for the first time under the Announcement of the National Council for Peace and Order No. 74/2557 (A.D. 2014). At this time, certain restrictions such as that 1/3 of the quorum must physically attend the meeting at the same venue and that all the attendees must be present in Thailand at the time the meeting is held have been repealed by the Emergency Decree on Electronic Meetings B.E. 2563 (A.D. 2020). Thus, any e-Meetings, whether board of directors’ meetings or shareholder meetings (unless otherwise prohibited under Articles of Association of the company, can be freely held, but must be in compliance with all related Thai laws. Tax Filings: A PLC carrying on business in Thailand must file a half-year and an annual corporate income tax return. The tax paid at the half-year is a prepayment calculated on the forecasted net profit for the year and is credited against the full-year tax liability. The latest a half-year return can be filed is two months from the last day of the first six months of the company’s accounting period, and the annual return must be filed within 150 days from the last day of the accounting period. The Thailand Revenue Department has now implemented its e-Filing system for all taxpayers, both individuals and juristic entities, to submit their related income tax applications via the Revenue Department’s electronic system. More information is available at http://www.rd.go.th. Social Securities Fund: Thailand also implements a social securities fund for all
shareholders as follows: (i) Shareholders holding not less than one- fifth of the shares of the company may request in writing that the board call for a shareholders meeting to discuss any matter requested by such minority shareholders. (ii) In case the company refuses to claim against a director for compensation for injury caused by him/her, any shareholder shall be entitled to claim against the director. (iii) Shareholders holding not less than one- fifth of the issued shares may request the competent officer to appoint an inspector, designated by the Ministry of Commerce, to examine the affairs of a limited company. (iv) Any shareholder shall be entitled to request the court to cancel any resolution passed at any general meeting of shareholders if such meeting was held in conflict with the law or the company's Articles of Association. Annual Filing: Upon incorporation, a PLC is granted a Taxpayer ID number, the same number as its Company Registration number. A PLC is obliged to pay corporate income tax on its annual profit to the Thai Revenue Department within 150 days from the date of fiscal year’s end. A company’s board of directors is also obliged to close the company’s books of accounts at the end of every fiscal year and have them audited by a qualified local auditor. The audited financial statements must be submitted to the shareholders at the annual ordinary meeting for approval within four months from the fiscal year-end. The company is obliged to submit the audited financial statement which was approved by the
ILN Corporate Group – Establishing a Business Entity Series
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