Is an audit really compulsory for a company with no revenue?

Yes. The obligation attaches to the registered juristic person, not to its activity level. We regularly file audited statements showing nil revenue for holding companies and for entities formed late in a year. The work is small, but skipping it leaves an open filing that blocks later submissions and accrues penalties in the meantime.

Can our overseas group auditor sign the Thai statements?

Only if that individual holds a Thai CPA licence with audit rights. A member firm of the same international network usually does, which is why groups often appoint the local arm of their global auditor. Where they do not, the Thai opinion must come from a licensed local auditor and the group auditor relies on it for consolidation purposes.

How long does the audit take from a clean set of books?

For a straightforward trading company with organised records, fieldwork and queries typically run three to six weeks, longer where inventory must be observed or where related-party structures need documenting. The variable is almost never the auditor's speed; it is how quickly source documents can be produced in answer to queries.

What is a qualified opinion and how much should it worry us?

It means the auditor could not satisfy themselves on a specific matter, or disagrees with a treatment, and says so in the report. Banks and buyers read it. A qualification over an unobserved opening inventory count is usually understood and forgivable; one over unsupported revenue or missing records is a genuine obstacle to lending and to any future sale.

Do branches and representative offices need audits too?

Yes. A foreign company's branch or representative office registered in Thailand files audited accounts for its Thai operation. A representative office earning no income still reports its expenditure and the funding remitted from head office, and the auditor tests that the activities stayed inside the permitted non-trading scope.

Our previous accountant filed late for two years. What now?

We obtain the filing history from the authorities, quantify the fines already accrued, then reconstruct and audit the oldest open year before moving forward chronologically. Voluntary correction is consistently received better than an assessment initiated by the Revenue Department, and the accrual of surcharge on unpaid tax stops only once the returns are actually lodged.

Can the audit be done remotely if the directors live abroad?

The fieldwork is largely document based and runs on scanned records and video calls. Three things usually need a physical or notarised step: original signatures on the statements, the shareholders' meeting formalities, and any physical inventory observation. We handle the first two with powers of attorney and, where signatures must be executed overseas, with notarial certification.

Does the auditor report us to the tax authority?

The auditor's duty is to express an opinion on the statements, not to act as a tax inspector. However, the audited figures themselves accompany the corporate income tax return, so a treatment the auditor refuses to accept becomes visible. The practical answer is to resolve contentious items with documentation during the year rather than argue them in March.

What happens to the reserve requirement before we pay dividends?

Thai company law requires a portion of annual net profit to be appropriated to a legal reserve until that reserve reaches the prescribed proportion of registered capital, and dividends may only be paid out of profit. The auditor checks both. Declaring a dividend from a loss-making year, or before the reserve appropriation, is a defect the opinion will record.

How do we keep the next audit cheaper than this one?

Almost all audit cost variance comes from document chasing. Agreeing a monthly closing routine, collecting compliant supplier invoices as spending happens, papering related-party arrangements at the point they are agreed, and keeping the fixed asset register current will reduce fieldwork more than negotiating the fee ever will.

Statutory audit and assurance

Every registered company in Thailand is audited, every year, however small it is

Owners arriving from jurisdictions with small-company exemptions expect a threshold below which no auditor is needed. Thailand has none for a juristic person. A limited company formed in December with one shareholder and no invoices still presents audited figures for that stub period, signed by an auditor licensed here, before the registrar will accept the annual submission.

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Short answer

A Thai limited company, branch, or representative office must have its yearly financial statements examined by a Certified Public Accountant licensed in Thailand and supervised by the Federation of Accounting Professions. The signed statements go to the shareholders for approval at a general meeting within four months of the accounting year end, then to the Department of Business Development, normally within one month of that meeting, while the corporate income tax return follows within one hundred and fifty days of the year end. The auditor cannot be the person who wrote the books, and an unsigned set is not accepted by either authority.

Who is permitted to sign, and why the distinction matters to you

Two separate registrations sit behind a Thai audit. The person keeping the ledger holds a bookkeeper qualification. The person expressing an opinion on the finished statements holds a CPA licence with audit rights and appears in the regulator's public register. Owners sometimes assume their accounting office covers both roles for one fee; where that happens, either the opinion is worthless or the separation has quietly been broken, and it is the directors who carry the consequence when the registrar or an inspector traces the signature.

We prepare accounts and we coordinate the audit, but we never express the opinion on work our own team recorded. The auditor is independent, contracted separately, and free to challenge us. That arrangement occasionally costs a client an extra round of questions in March. It also means the opinion survives scrutiny during a tax assessment, a bank facility review, or the due diligence a buyer runs three years later.

Foreign parents should also note which framework the opinion cites. Most private Thai companies report under Thai Financial Reporting Standards for Non-Publicly Accountable Entities, a lighter regime than full TFRS. Where head office consolidates under IFRS, the difference is not cosmetic: leases, deferred tax, employee benefit provisions and financial instruments can all land differently, and reconciling after the Thai opinion is signed is far more expensive than agreeing the mapping in advance.

What the auditor actually tests in a Thai file

Cash and bank come first, confirmed against statements from the institution rather than the printouts the office keeps. Revenue is tested against tax invoices and the monthly VAT returns already filed, and a mismatch between declared sales and booked sales is the single fastest route to an extended audit, because it exposes either unreported income or an incorrect return. Expenses are examined for documentation that Thai tax law accepts, meaning supplier tax identification, a proper receipt, and withholding certificates where deduction was required.

Balances owed to and from related parties receive particular attention where shareholders are non-resident. Directors' loans left unpapered, management charges from a parent with no service agreement, and interest-free funding that should carry a market rate are all raised, because each one has a tax consequence attached. Inventory is counted or, where a count was impossible, qualified in the opinion. Fixed assets are traced to invoices and to the depreciation policy, which must follow the rates Thai law permits rather than the group policy applied abroad.

The auditor also reviews whether statutory obligations outside the ledger were met: social security registration for staff, the reserve set aside from profit before dividends, minutes recording the shareholders' approval, and the accounting period actually registered with the authorities rather than the one the group assumes.

The timetable, and where companies lose control of it

Work backwards from the accounting year end. Books are closed and reconciled during the first weeks, the auditor receives a complete file, fieldwork and queries run for a few weeks depending on transaction volume, the opinion is signed, the directors call the shareholders' meeting, approval is minuted, and the submission is lodged. On a calendar year end the practical deadline pressure lands between February and May, which is exactly when every audit practice in the country is busiest.

Companies lose the timetable in three predictable ways. Documents arrive incomplete, so fieldwork stops and restarts. A prior-year figure cannot be supported, forcing a restatement that widens the scope. Or the meeting is never properly convened, leaving a signed opinion sitting in a drawer while the filing deadline passes anyway. Missing the registrar's date carries fines on the company and personally on the directors, and the penalty is applied per filing rather than once.

Where a company arrives with several unfiled years, the order of work matters. We reconstruct the earliest open year first, have it audited, then move forward, because filing a later year on top of an unsupported earlier one guarantees questions neither the auditor nor the Revenue Department can close.

How the work runs, step by step

Step 1
Scoping and framework decision
We confirm the registered accounting period, the reporting framework, and whether group reporting abroad needs a parallel reconciliation.
Step 2
Closing the books
Reconciliations, accruals, depreciation, provisions and related-party schedules are completed before the auditor is engaged.
Step 3
Independent audit fieldwork
The licensed CPA tests balances, confirms with banks and counterparties, and issues queries we answer with source documents.
Step 4
Opinion and shareholder approval
The signed statements are put to a general meeting with notice, agenda and minutes prepared in Thai and English.
Step 5
Filing with both authorities
Submission to the Department of Business Development and the corporate income tax return to the Revenue Department, with receipts sent to you.

What you send us

Trial balance and general ledger for the full accounting period.
Bank statements and confirmations for every account held.
Monthly VAT and withholding tax returns already filed, with payment receipts.
Sales and purchase listings with supporting tax invoices.
Fixed asset register, purchase invoices and depreciation schedule.
Loan agreements, related-party contracts and shareholder resolutions.
Payroll records, social security submissions and employee benefit calculations.
Prior-year audited statements and the auditor's management letter.

Where things usually go wrong

Assuming a small or dormant company is exempt

There is no size exemption. A company that never traded still needs an opinion, a meeting and a submission for every registered period.

Letting the bookkeeper sign the opinion

Independence is a licensing requirement. A file where both roles collapse into one signature is a problem for the directors, not the accountant.

Booked sales that do not agree with filed VAT returns

The auditor reconciles the two as a matter of course. A gap invites an extended scope and a Revenue Department question about the difference.

Related-party funding with no paperwork

Shareholder loans, parent-company charges and interest-free advances all need agreements and a defensible rate before year end, not afterwards.

Signing the opinion but never holding the meeting

Approval by the shareholders is part of the filing. Without minutes the submission is incomplete even though the audit finished on time.

Government fees and professional fees, separated

The ranges below reflect what our own files cost so you can budget before committing. An itemised quote is issued before work begins.

Item	Official fee	Our fee	Note
Independent audit opinion	No government charge	Quoted directly by the licensed CPA	Driven by transaction volume, group complexity and the state of the records.
Filing with the registrar	Statutory submission fee	Included in our year-end coordination	Electronic submission is standard; a certified signatory is required.
Late annual submission	Fines on the company and on directors personally	Quoted with the remediation work	Applied per missed filing, so several open years multiply quickly.
IFRS reconciliation for a foreign parent	Not applicable	Quoted once the group policies are reviewed	Cheaper agreed before the Thai opinion is signed than after.

Questions foreign clients actually ask us

Is an audit really compulsory for a company with no revenue?: Yes. The obligation attaches to the registered juristic person, not to its activity level. We regularly file audited statements showing nil revenue for holding companies and for entities formed late in a year. The work is small, but skipping it leaves an open filing that blocks later submissions and accrues penalties in the meantime.
Can our overseas group auditor sign the Thai statements?: Only if that individual holds a Thai CPA licence with audit rights. A member firm of the same international network usually does, which is why groups often appoint the local arm of their global auditor. Where they do not, the Thai opinion must come from a licensed local auditor and the group auditor relies on it for consolidation purposes.
How long does the audit take from a clean set of books?: For a straightforward trading company with organised records, fieldwork and queries typically run three to six weeks, longer where inventory must be observed or where related-party structures need documenting. The variable is almost never the auditor's speed; it is how quickly source documents can be produced in answer to queries.
What is a qualified opinion and how much should it worry us?: It means the auditor could not satisfy themselves on a specific matter, or disagrees with a treatment, and says so in the report. Banks and buyers read it. A qualification over an unobserved opening inventory count is usually understood and forgivable; one over unsupported revenue or missing records is a genuine obstacle to lending and to any future sale.
Do branches and representative offices need audits too?: Yes. A foreign company's branch or representative office registered in Thailand files audited accounts for its Thai operation. A representative office earning no income still reports its expenditure and the funding remitted from head office, and the auditor tests that the activities stayed inside the permitted non-trading scope.
Our previous accountant filed late for two years. What now?: We obtain the filing history from the authorities, quantify the fines already accrued, then reconstruct and audit the oldest open year before moving forward chronologically. Voluntary correction is consistently received better than an assessment initiated by the Revenue Department, and the accrual of surcharge on unpaid tax stops only once the returns are actually lodged.
Can the audit be done remotely if the directors live abroad?: The fieldwork is largely document based and runs on scanned records and video calls. Three things usually need a physical or notarised step: original signatures on the statements, the shareholders' meeting formalities, and any physical inventory observation. We handle the first two with powers of attorney and, where signatures must be executed overseas, with notarial certification.
Does the auditor report us to the tax authority?: The auditor's duty is to express an opinion on the statements, not to act as a tax inspector. However, the audited figures themselves accompany the corporate income tax return, so a treatment the auditor refuses to accept becomes visible. The practical answer is to resolve contentious items with documentation during the year rather than argue them in March.
What happens to the reserve requirement before we pay dividends?: Thai company law requires a portion of annual net profit to be appropriated to a legal reserve until that reserve reaches the prescribed proportion of registered capital, and dividends may only be paid out of profit. The auditor checks both. Declaring a dividend from a loss-making year, or before the reserve appropriation, is a defect the opinion will record.
How do we keep the next audit cheaper than this one?: Almost all audit cost variance comes from document chasing. Agreeing a monthly closing routine, collecting compliant supplier invoices as spending happens, papering related-party arrangements at the point they are agreed, and keeping the fixed asset register current will reduce fieldwork more than negotiating the fee ever will.

Send us the last audited statements, the registered accounting period and the current trial balance. We will tell you what the close needs, what the auditor will query, and what the timetable to the registrar looks like this year.

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