Annual Compliance for Your Dormant or Inactive Thai Company
A Thai limited company that conducted no business during the year retains every statutory filing obligation it had when trading. The AGM must be held. Zero-activity financial statements must be audited and submitted. The DBD and Revenue Department deadlines do not move for a company that was dormant. Directors remain personally exposed to penalties for non-compliance regardless of whether the company was active. UnionSPACE prepares the AGM documentation, supports the financial statement process, and files within both statutory deadlines — so the company stays in good standing at minimum cost.
Being Dormant Does Not Reduce Compliance Obligations — It Only Reduces the Workload
The most common misunderstanding about dormant Thai companies is that inactivity reduces the compliance obligations. It does not. A registered Thai limited company must hold an AGM, prepare audited financial statements (even zero-activity ones), and submit them to the DBD and Revenue Department within the statutory deadlines — regardless of whether any business was conducted during the year.
For December year-end companies: the AGM must be held by 30 April, the DBD submission by 31 May, and the Revenue Department submission by 30 May. These deadlines are fixed. Penalty exposure for late filing accrues from the day after the deadline — and the Revenue Department imposes surcharges even on nil returns filed late.
What dormancy does reduce is cost and complexity. The accounting work is minimal. The AGM agenda is limited to the statutory minimum. The documentation set is straightforward. UnionSPACE handles the full compliance cycle for a dormant year — AGM, filing support, DBD submission — at THB 9,000, keeping the company in good standing at the lowest practicable cost.
How Much Does Dormant Year Compliance Cost in Thailand?
Dormant Year Compliance
Fee Breakdown
All-inclusive corporate secretarial fee. No hidden charges.
Information & Document Verification
Dormant status assessment, activity confirmation, and company document review
THB 2,000
Preparation of Relevant Documents
AGM minutes and resolutions for a no-operation year
THB 2,500
Printing & Disbursements
Document production and incidentals
THB 500
DBD Filing & Follow-Up
Annual financial statement submission, DBD liaison, and compliance confirmation
THB 4,500
Total Fee. Everything included.
Dormant Year Compliance Package
AGM documentation through DBD submission — all statutory obligations discharged within deadlines
Total fee
THB 9,000
Zero-activity accounting and audit
Audited financial statements are required even for dormant years — handled by our accounting team separately
See also
Accounting service
This fee covers the corporate secretarial and DBD filing component. Zero-activity financial statement preparation and audit are a separate engagement. Prices shown in Thai Baht (THB) and exclude VAT.
Get Started Talk to UsFor December year-end companies: AGM by 30 April, DBD submission by 31 May, Revenue Department by 30 May. The same deadlines apply to dormant companies as to active ones. Engage us as soon as the zero-activity financial statements are finalised by your auditor — we will complete the AGM and filing within the remaining statutory window.
What Is Included in the Dormant Year Compliance Package?
Every corporate secretarial obligation a dormant company must discharge — nothing more
Standard Package
Dormant / No-Operation YearFixed fee THB 9,000 |
|---|
| Dormant status assessment and activity confirmation | |
| Statutory deadline review (DBD and Revenue Department) | |
| Company document verification | |
| AGM minutes drafting — no-operation year format | |
| AGM resolutions drafting (financial statement approval) | |
| Chairman execution coordination | |
| DBD submission package compilation | |
| DBD annual filing submission and officer liaison | |
| DBD acknowledgement receipt | |
| Compliance confirmation — dormant year obligations discharged | |
| Zero-activity financial statement preparation and audit | Accounting service |
| Revenue Department tax return (Por Ngor Dor 50) | Accounting service |
This service covers the corporate secretarial and DBD filing component of dormant year compliance. Zero-activity financial statement preparation, audit, and Revenue Department tax filing are handled as a separate accounting engagement. Contact us for a combined quote if both are required.
Three Things Dormant Company Directors Commonly Overlook
Each applies with the same force to a dormant company as to an active one
The Deadlines Still Apply
AGM by 30 April, DBD by 31 May, Revenue Department by 30 May — for December year-end companies. These are fixed statutory dates. A company that was dormant all year faces exactly the same penalties as an active company if these deadlines are missed. The Revenue Department imposes surcharges even on nil tax returns filed late.
Zero-Activity Accounts Still Require an Audit
Financial statements showing no transactions, nil revenue, and minimal or no balances must still be prepared by an accountant and audited by a licensed CPA before the AGM. The auditor's report is a prerequisite to the AGM and the DBD submission — a zero-activity year does not create an exemption from the audit requirement. Plan accordingly: the audit must be finalised before the AGM can be held.
Every Year of Dormancy Compounds
A company that misses one year of dormant filings can often recover with a late submission. A company that has missed several consecutive years faces accumulated penalties, DBD queries, and a significantly more complex rehabilitation process. Keeping the company in good standing through annual filings — even minimal ones — preserves its value and keeps the recovery path simple if business eventually resumes.
From dormant status assessment to compliance confirmation — what happens at each stage
How We Manage Dormant Year Compliance in Thailand
Dormant Status Assessment & Deadline Review
We confirm that the company qualifies for dormant-year treatment — no revenue, no transactions, no employees — and establish the applicable filing deadlines against the company's accounting period end date. We build the compliance timeline backwards from the DBD and Revenue Department deadlines to identify the latest date by which the zero-activity financial statements must be finalised by the auditor for all obligations to be met on time.
Where the company had any transactions during the year — even a single bank charge or inter-company entry — it does not qualify for the simplified dormant format and requires the full AGM compliance process (Scenario S.28). We identify this at the outset, not after the documentation is already prepared.
Document Verification & Activity Confirmation
We collect the company affidavit, the written confirmation of no business activity, and the zero-activity financial statements once they are finalised by the auditor. We verify the financial statements to confirm they reflect a genuinely dormant year before the AGM documentation is prepared.
The AGM cannot be held until the audited financial statements are ready. We advise on the latest date the audit must be completed to allow the AGM and both statutory submissions to be made within their respective deadlines — giving the auditor and the company a concrete target.
AGM Documentation Drafting
We draft the AGM minutes and resolutions for a no-operation year — recording quorum, the presentation and approval of the zero-activity financial statements, and the auditor re-appointment. The documentation is streamlined for a dormant year but must meet the same formal requirements as any AGM minutes: correctly recording the approval resolution and the vote outcome, signed by the chairman.
Minutes drafted only for internal purposes are frequently rejected by the DBD when submitted as part of the financial statement filing package. We draft the AGM documentation to the standard required for both the company's corporate record and the DBD submission — so there is no revision required after the documents are signed.
DBD Filing & Compliance Confirmation
We compile the DBD submission package — zero-activity financial statements, auditor's report, AGM minutes, and shareholder list — and submit within the statutory one-month window from the AGM date. We manage all DBD liaison and deliver a compliance confirmation once the filing is accepted, confirming that the company's annual obligations for the dormant year have been fully discharged.
The compliance confirmation is the documentary record that the company met its annual obligations for the year in question. It closes the dormant year compliance cycle — and the same process begins again the following year until the company either resumes operations or is dissolved.
- AGM deadline: 30 April (December year-end companies).
- DBD submission deadline: within 1 month of AGM.
- Revenue Department deadline: within 150 days of year-end.
Frequently Asked Questions — Dormant Company Compliance in Thailand
Answers to the questions we are asked most often
Yes — without exception. A Thai limited company that had no business activity during the year retains all of its statutory filing obligations: AGM, audited financial statements, DBD submission, and Revenue Department tax return. Being dormant reduces the accounting workload but does not reduce the compliance obligations or the penalty exposure for late filing. Directors remain personally exposed regardless of the company's activity level.
Yes. Financial statements showing no transactions must still be prepared by an accountant and audited by a licensed CPA before the AGM. The auditor's report must accompany the statements when submitted to both the DBD and the Revenue Department. A dormant year creates no exemption from the audit requirement — and the audit must be completed before the AGM can be held, which means it must be timed to allow all subsequent filings within their statutory deadlines.
The same deadlines apply as for an active company. For December year-end companies: AGM by 30 April; DBD submission within one month of the AGM (by 31 May); Revenue Department submission within 150 days of year-end (by 30 May). These are fixed statutory dates and carry the same penalty consequences for late filing regardless of whether the company was dormant during the year.
The penalties are identical to those for an active company: DBD daily fines for late financial statement submission; Revenue Department surcharges on late nil tax returns. Beyond financial penalties, a dormant company that persistently misses filings will receive DBD notices to its directors, affecting the company's standing and its ability to obtain current corporate documents. Each year of missed filings also compounds the recovery cost if the company is ever reactivated or needs to be formally dissolved.
This depends on whether the company may be used again, whether it holds assets or licences, and whether the annual cost of maintenance is justified. A dormant company in good standing — with all filings current — has value as a ready vehicle that can resume operations without the cost and delay of new incorporation. A company that has been allowed to fall into non-compliance becomes increasingly expensive to rehabilitate. If the company will never be used again, dissolution may be more cost-effective. UnionSPACE can advise on both options.
Scenario S.27 is specifically designed for companies with no business activity during the year — the documentation is simpler, the financial statements are zero-activity, and the AGM agenda is limited to the statutory minimum. Scenario S.28 covers the full AGM compliance process for active companies with substantive financial statements and a broader agenda. If the company had any transactions — even minor ones — Scenario S.28 is the appropriate service. We confirm the correct scenario at the outset based on the company's activity position.
Related Corporate Secretarial Services
AGM + Minutes + DBD Filing
Full annual compliance for active companies — notice, minutes, and DBD filing. Scenario S.28
Approve Annual Financial Statements
AGM documentation and DBD submission for annual accounts approval. Scenario S.17
Appoint / Change Auditor
Shareholder resolution for auditor appointment — required even for dormant years. THB 5,000
Accounting & Tax Reporting
Zero-activity financial statement preparation and Revenue Department filing. From THB 8,500/month
Remove a Director
Resignation or removal — resolution, Bor Or Jor 5, and updated affidavit. THB 9,000
Cancel VAT Registration
VAT deregistration for dormant or inactive companies. THB 9,500
A Dormant Company Still Has Annual Obligations That Must Be Met
AGM by 30 April. DBD by 31 May. Revenue Department by 30 May. The deadlines are identical to those for an active company. The penalties for missing them are identical too. The only difference is that the work is simpler — and at THB 9,000, the cost of compliance is a fraction of the cost of a missed filing.
THB 9,000 — corporate secretarial fee. All obligations discharged within statutory deadlines.
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Location
29, Sukhumvit Soi 39, Phrom Phong, 10110, Bangkok
sales@unionspace.com
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(+66) 02 0360 600
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