Corporate Secretarial Services in Thailand: A Practical Guide

There are countless regulations that the business operator needs to follow in Thailand. Adhering to these regulations requires the use of corporate administrative services, which help businesses maintain compliance and order. This article discusses corporate secretarial services in Thailand, their necessity, and the criteria to consider when selecting a provider.

What duties do corporate secretarial services fulfil?

Corporate secretarial services are a collection of tasks that assist a business in fulfilling its legal and administrative obligations. Every business must maintain records, inform the government of its knowledge, and accurately document critical decisions. A corporate secretary provides support in carrying out all these tasks.

The Public Limited Companies Act and the Civil and Commercial Code are the laws that regulate juristic persons in Thailand. These regulations are a bible for businesses as they contain provisions for setting up juristic persons to complete liquidation. Corporate secretarial services are instrumental in helping businesses fulfil these requirements and ensure that they comply with such laws.

What is the Role of a Corporate Secretary in Thailand?

A corporate secretary in Thailand is responsible for a variety of tasks, including:

Companies Registration: Assisting the enterprise in registering with the Department of Business Development (DBD). This involves ensuring that all necessary materials, including applications and supporting documentation, are prepared and filed in accordance with the laws.

Updating statutory registers as required by laws, such as the shareholder registration, director register, and meeting minutes. Keep these records up-to-date and accurate. Arranging for the board meetings and other activities, such as setting up meetings, creating agendas, and taking notes. A written record of the meeting’s proceedings or minutes.

Submitting the financial statement to the DBD and the Revenue Department. This report discloses the company’s financial status.

Compliance: Make sure that the businesses comply with all relevant regulations and legislation. This includes regulations regarding corporations, employment, consumer protection, tax, and other laws in connection with the business’ operation.

Amendment to the Company: Addressing amendments to the organization’s structure, including the amendment to directors, shareholders, and office address, capital, company name, etc.

Facilitating Communication with Government Agencies: This individual facilitates communication between the corporation and government agencies such as the Revenue Department, licensing authorities, and the DBD.

What is the importance of corporate secretarial services?

The utilization of corporate secretarial services is justified for many reasons:

Legal compliance: It protects businesses from legal repercussions. Businesses that violate regulations may incur penalties, such as fines or imprisonment of the in-charged personnel.

Excellent Governance: It fosters exceptional governance. This suggests that the business is conducted in an honest and transparent manner. You establish trust with investors, consumers, and employees through effective governance.

Efficiency is achieved by utilizing fewer resources and reducing the amount of time required. Management can concentrate on the operation of the business by assigning administrative duties to a corporate secretary.

Knowledge: Corporate secretaries are widely knowledgeable about the regulations and laws that govern businesses. They can provide you with valuable advice and guidance.

Concentrate on Core Business: By outsourcing these services, organizations can concentrate on their primary business operations and expansion desires.

Corporate administrative assistance is required by whom?

Nearly all businesses in Thailand benefit from corporate secretarial services, with the following in particular:

Foreign investors: Foreign investors who wish to conduct business in Thailand may be unaware of the country’s laws and regulations. Consulting with a company secretary may enhance their understanding of the law.

Small and medium-sized enterprises (SMEs) may not have the financial resources to employ a full-time corporate secretary. Sometimes, it may be more cost-effective to employ an external party to perform these tasks.

Expanding organizations: As organizations grow, they must prepare more documentation. This issue can be resolved with the assistance of a corporate secretary, who will ensure that they comply with the law.

Companies with intricate structures: It is crucial for companies with numerous subsidiaries or complex ownership arrangements to utilize assistance with corporate secretarial to avoid incompliance issues.

The Selection of a Corporate Secretarial Service Provider in Thailand

It is imperative to select the most satisfactory corporate administrative service. These are a few items to consider:

Experience: Opt for a provider who has previously collaborated with organizations of your scale and in your industry.

Professionalism: Determine whether the corporate secretarial is staffed by a team of professionals with a wealth of business law knowledge.

Services Offered: Verify that the organization provides the services that meet your requirements. While some suppliers provide a diverse array of services, others concentrate on a limited number.

Cost: Compare prices among corporate secretarial service providers against their capabilities. Don’t simply select the lowest option; consider the value you are receiving.

Language Skills: If the organization management is not Thai, it is crucial to verify that the corporate secretarial can communicate in English in a level suitable for this nature of work.

Mistakes to Avoid

Failure to Comply with the Law: Some organizations attempt to reduce expenses by ignoring some legal compliance. This could result in significant challenges in the future.

Failure to Communicate: Keep your corporate secretary informed of any modifications to your organization’s structure or operations.

Potential benefits of employing external assistance for corporate administrative duties. There are numerous advantages to outsourcing corporate administrative services, including:

Savings: Outsourcing can result in cost savings when compared with the cost of employing a full-time employee.

Improving Efficiency: Outsourcing allows your employees to focus on other tasks.

Scalability: Your corporate secretarial services can be adjusted according to the change of business structure/model.

Objectiveness: An external supplier may provide you with comments/ideas of the operations of your organization.

Specific Regulations and Conditions

Thailand has some laws that require attention, and the corporate secretarial can take care of the organization as follows:

According to the Civil and Commercial Code, corporate directors are required to exercise good faith, care and diligence, and refrain from engaging in conflicts of interest. A company secretary ensures that directors are informed of these responsibilities and provides assistance in their execution.

The Civil and Commercial Code prescribes the regulations for holding shareholder meetings, including the minimum number of attendees, the duration of notice required, and the eligibility of participants to vote. The corporate secretary organizes these meetings and is responsible for ensuring that they adhere to the law.

Any modifications to a company’s registered capital, regardless of whether they are increases or decreases, necessitate approval from the DBD and require specific documentation. The corporate secretary is responsible for this.

A foreign business license (FBL) is required for a foreign-owned company to engage in restricted business categories. The FBL holder must notify the DBD if any changes are made to the license holder, e.g., name, office address, capital, etc.

Technology and Corporate Secretarial Services

In Thailand, the way corporate administrative services operate is changing with the help of technology. A few significant technological advancements that impact corporate secretarial services include:

DBD Online Filing: The DBD allows users to submit certain documents online, including annual returns and modifications to company information. This process simplifies the filing process and reduces the amount of documentation.

Permit / other compulsory filing: Thai authorities are starting to implement an e-filing system for many permit application processes and other routine compulsory filings. This will significantly reduce the corporate secretary’s working time. However, the organization still needs experienced eyes to review these types of documents/information before filing them with the authorities.

Digital Signatures: A Growing number of individuals are employing digital signatures to sign documents online.

Final Thoughts

Organizations that conduct business in Thailand should have corporate administrative services (whether in-house or outsourced). In addition to promoting good governance, they also help businesses adhere to the law and save significant time for personnel to focus on something more important. When selecting a provider, take into account the provider’s reputation, services, knowledge, and experience.