Thailand Company Dissolution and Liquidation Guide for Foreign Investors

Thailand Company Dissolution and Liquidation Guide for Foreign Investors

Intro

Sometimes closing a company is a strategic decision. If you plan a Thailand company dissolution, you must follow the Civil and Commercial Code and administrative procedures with the Department of Business Development and the Revenue Department. Doing it right protects directors, settles liabilities, and prevents future compliance blocks.

What counts as a Thailand company dissolution

Under the Civil and Commercial Code, a limited company can be dissolved by shareholder resolution, the expiration of its fixed term, completion of business object, court order, or other statutory grounds. Once dissolved, a liquidator must be appointed to wind up the company.

Thailand company dissolution step by step

1) Pass resolutions and appoint the liquidator

Hold a board meeting to propose dissolution, then a shareholder meeting to pass a special resolution and appoint the liquidator. File the dissolution and liquidator registration with the Department of Business Development within 14 days.

2) Public announcement and creditor notices

After registration, the liquidator must publish a dissolution notice in a local newspaper and send notices to known creditors by registered mail. This invites creditors to lodge claims before distributions.

3) Wind up assets and liabilities

The liquidator takes control of the company, collects receivables, sells assets if needed, and settles all debts in the statutory order. The liquidator must also file periodic progress reports, typically every 3 months, until final accounts are ready.

4) Tax and social security closures

Before final distribution, complete tax closure with the Revenue Department. Where the company was VAT registered, submit the VAT deregistration application using Form Por Por 09 under Section 85/15 due to cessation of business. If you had employees, complete deregistration and final remittances with the Social Security Office. กรมสรรพากร

5) Final accounts, shareholder approval, and deregistration

The liquidator prepares final accounts, calls a shareholder meeting to approve them, then files for final deregistration at the DBD. At that point the company is struck off the register.

Voluntary liquidation vs court process

If the company is solvent and shareholders agree, use voluntary dissolution and liquidation. If the company is insolvent or disputes arise, the matter may proceed before the Central Bankruptcy Court under the Bankruptcy Act. Timelines depend on complexity and court process.

Compliance pitfalls to avoid

• Missing the 14 day deadline to register the dissolution and liquidator with the DBD can invalidate steps and delay winding up.

• Failing to publish the newspaper notice and notify known creditors risks later challenges to distributions.

• Forgetting VAT deregistration on cessation breaches Section 85/15 and can cause penalties. Use Por Por 09.

• Not filing periodic liquidation reports as required prolongs the process.

Documents checklist for a smooth Thailand company dissolution

• Board minutes and shareholder special resolution

• DBD filings for dissolution and liquidator appointment

• Newspaper publication proof and creditor letters

• Liquidator reports and accounting ledgers

• Final CIT and withholding filings, VAT deregistration via Por Por 09 if applicable

• SSO employer deregistration and final contributions

• Final accounts, shareholder approval minutes, DBD final deregistration

How GENTLE LAW IBL helps

We handle the legal and administrative work from resolutions to final strike off, coordinate with DBD and Revenue, manage newspaper and creditor notices, and prepare liquidation accounts that withstand audit review. Our team guides tax and social security closures so your Thailand company dissolution is clean, defensible, and efficient.

Ready to plan a Thailand company dissolution with minimal risk? Contact GENTLE LAW IBL for a tailored exit plan and full service support at gentlelawibl.com.