Corporate Secretarial · Scenario S.27

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.

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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

Get Started Talk to Us

For 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 Year

Fixed 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

Same Deadlines. Same Penalties. Lower Workload.

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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