What to examine in your Thai company this month.

The point of looking now

The value of a voluntary review is not that it makes problems disappear. It is that it converts unknown exposure into known exposure at a moment when the owner still controls the timetable. An owner who knows exactly what their company can show has a real choice between introducing genuine Thai investment, applying for promotion, restructuring the activity, obtaining a licence or selling in an orderly way. An owner who learns the same facts three weeks before completion on a sale has one option, and it is the worst priced one.

This is a list of what to look at and what each item means. It is not a compliance test and passing it proves nothing legally. Its purpose is to let you brief a Thai lawyer accurately and quickly, which is the actual first step.

The shareholder register and what each shareholder actually paid

Start with the register and the annual shareholder list filed with the Department of Business Development, and then leave the paperwork and follow the money. For each Thai shareholder, ask three questions. Where did the subscription money come from. Whose account did it leave. Did it stay in the company or return to somebody else within days. The register records a legal position; the bank records record the economic one, and it is the economic one that a registrar, a buyer's lawyer or a court will be interested in.

Then look for the documents that sit alongside the register: undated share transfer forms, loan agreements between the principal and the Thai shareholders, share pledges, proxies, options, side letters, or any instrument under which the Thai shareholders neither gain from profit nor bear loss. Owners often keep these in a separate file because they are understood to be sensitive. They are the most important documents in the review, they must be given to counsel in full, and they must not be removed, replaced or destroyed. Doing so turns a regulatory question into a far graver one.

Directors, minutes and how decisions are really made

Read the board and shareholder minutes for the last three years against your own memory of what happened. Were meetings held. Did the Thai directors or shareholders attend, ask anything, or decide anything. Do the minutes record decisions that were in fact taken by the foreign principal alone. Look at the bank mandate as well, because a sole foreign signatory over a company with a Thai majority is one of the clearest indicators that legal ownership and practical control have parted company.

Where governance has been nominal, it can be made genuine from today forward: real meetings, real agendas, directors who are actually briefed and who actually decide. What cannot be done, under any circumstances, is to create or amend minutes for meetings that did not happen as recorded. Improving governance prospectively is good practice. Rewriting history is a criminal risk and your lawyer will tell you so in stronger terms.

Filings, accounts and the annual cycle

Check that the routine obligations have been met, and met on time: audited financial statements approved at an annual general meeting and filed with the Department of Business Development, the annual shareholder list, the corporate income tax return and the half year return, VAT returns where the company is registered, and monthly withholding filings. Late or missing filings are a problem in themselves, and they are also the sort of untidiness that draws attention to everything else.

Then read the accounts for what they say about the business rather than for the bottom line. A company with a large directors' loan account funding everything, no third party revenue, and capital that arrived and departed in the same week is telling a story about who really funds it. If the accounts do not reflect reality, the answer is to raise that with counsel and the auditor and to correct it through the proper channels, prospectively and transparently, never by restating the past to look better.

The objects clause against the real business

Compare the registered objects with what the company actually does. Thai objects clauses are frequently long and generic, drafted at incorporation to cover every eventuality, and businesses drift. A company registered for consultancy that in fact runs a restaurant, a company registered for trading that in fact manages holiday rentals, or a company registered for construction that in fact holds a single residential property, each has a mismatch worth understanding early.

The mismatch matters for two reasons. It affects whether the real activity is restricted under the Foreign Business Act, which is the substantive question. It also means that any correction will itself be an amendment filing, and amendment filings have been reported since 1 April 2026 to attract source of funds scrutiny. That is not a reason to leave the position wrong. It is a reason to take advice before filing, so that the whole position is dealt with in the right order rather than one piece at a time.

Licences and permissions

List every permission the business needs and confirm that each is current and held in the company's own name: any Foreign Business Licence or Foreign Business Certificate, promotion certificates from the Board of Investment, hotel or entertainment licences, food and alcohol permits, tourism business licences, construction and building permits, and any sector regulator's approval. Licences held personally by a Thai manager, or held by a related company, are a common inheritance from an earlier arrangement and are worth flagging to counsel.

• Is the licence current, and in the company's own name?
• Does it cover what the business actually does today, at the address it actually operates from?
• Does any licence assume a shareholding or a director who has since changed?
• Would renewal require an amendment filing, and has that been factored into the sequence?

Employment and the work permit position

Check who is employed, on what terms, and whether the position on paper matches the position in fact. Are staff registered for social security and paid through payroll with tax withheld. Does every foreign national who performs work for the company hold a valid work permit for that role and that employer, at that place of work. Does the company meet the applicable requirements on registered capital per foreign work permit and on the ratio of Thai to foreign employees, or does it hold Board of Investment promotion that relieves the ratio.

A foreign owner directing a Thai company without a work permit is a live and separate exposure, and it is one of the easier things to put right where the company can support it. Where the company has no genuine employees at all, that is not a documentation gap to be filled. It is information about whether the company has a real business, and it belongs in the brief to counsel.

What to do with what you find

Write it down honestly, including the parts that are difficult, and give the whole file to qualified Thai counsel that you instruct independently. Do not correct anything first. Do not ask an adviser who set up the original structure to assess whether the original structure is sound, because their interests and yours may not align. Where the Thai shareholders or directors may themselves be exposed under Section 36, tell them that they should take their own separate advice, and understand that they are entitled to a lawyer who acts for them rather than for the company.

Asia Global Partners is a private office and not a law firm, and gives no legal or tax advice. It convenes and coordinates: instructing Thai counsel, bringing in accountants and valuers, and holding the process together while the specialists work. A confidential structure review is the ordinary starting point, and the ordinary output is a clear picture of the position and a sequence of lawful options with their timescales and trade offs.

This article is general information as at August 2026 and is not legal or tax advice. It does not address your own facts and should not be relied on in place of an opinion. Asia Global Partners is a private office, not a law firm. Instruct qualified Thai counsel independently, and verify current company filing and source of funds requirements with the Department of Business Development and tax filing obligations with the Revenue Department.

This briefing is general information, not legal, tax or investment advice. Thai rules change frequently and individual cases differ. Verify current requirements with the relevant authorities, including the Immigration Bureau, the Board of Investment, the Land Department, the Department of Business Development and the Revenue Department, and take advice on your own facts before acting.