Dormant company accounts in Thailand: filing when you had no revenue

What a dormant filing is

Thai accountants call it a "blank" set of accounts: the financial statements of a registered company that did not trade during the year. No revenue, almost no expenses, most of the figures at zero. What it is not is optional. Legally it is a set of financial statements like any other, and it has to be prepared, audited and filed exactly as if the company had been busy.

The most common misunderstanding is "we have not started yet, so there is nothing to file". Those are two different things. The obligation to file begins on the day the company is registered, not on the day it earns its first baht.

Who this applies to

• Companies registered but not yet trading
• Companies that paused operations but have not been dissolved
• Companies held on the shelf while waiting for an opportunity
• Companies with so little activity that the figures are close to nil

For as long as the entity is on the Department of Business Development's register, the duty stands.

What a dormant year actually requires

Every step of a normal year-end applies. Only the volume of work is different.

• Prepare the financial statements - both the statement of financial position and the profit and loss account, even at zero.
• Have a licensed auditor examine and sign them. A limited company's accounts always require an audit; being dormant is not an exemption.
• Hold a shareholders' meeting to approve the accounts, generally within four months of the end of the accounting period.
• File BOJ.5, the list of shareholders, within fourteen days of that meeting.
• File the financial statements with the DBD within one month of the meeting that approved them.
• File form PND.50 with the Revenue Department within 150 days of the period end.

On top of that: if the company is VAT-registered, monthly PP.30 returns are still due even with no sales - a nil return - and if anyone is on the payroll, social security contributions continue as normal.

What happens if you do not

Two authorities, two penalties. The DBD fines late or missing financial statements, and the Revenue Department fines a missing PND.50. Both accrue with time, so a company left for several years builds up a bill from each side.

The consequence people rarely anticipate is what it blocks later. Applying for credit, bidding for work, or dissolving the company all require historic accounts. If years are missing you will have to go back and file them anyway, with the penalties attached, and usually under more time pressure than you have now.

Can we just close the company instead?

Not as a shortcut. Dissolution requires financial statements as at the date of dissolution and a completed liquidation, so any missing years have to be cleared first. Walking away from a company does not end the obligation; it only makes the eventual bill larger.

In short

If the company is on the register, you file every year, trading or not. The consolation is that a dormant set of accounts costs far less than a live one, because there is so little to do. Keeping it current every year is always cheaper than catching up later.