How to dissolve a company in Thailand?

To dissolve a company in Thailand following Articles 1247 to 1273 of the Civil and Commercial Code of Thailand, several steps must be followed. Due to the complexity of this process, we recommend that you retain the services of a lawyer to ensure that the process is completed as quickly and efficiently as possible.

You must call a shareholders‘ meeting to pass a special resolution to dissolve a company by three-quarters (3/4) of the shareholders’ votes present in the meeting room.

Once the first meeting to dissolve the corporation has been held, you must hold the second shareholders’ meeting to confirm the first resolution and appoint the liquidator and their remuneration. The shareholders must also appoint an auditor.

If you are registered for VAT, you must apply to the provincial tax department to dissolve the VAT registration. You will then need to return all original VAT registration documents to the tax department, such as the VAT certificate and tax identification forms. You must also inform the social security fund of the closure of the company. All work permits and foreign employees‘ visas must be canceled and returned to the respective departments. You must also close all your company’s bank accounts. If your company has applied for special government licenses, these must also be canceled and returned to the government authorities.

The final step to dissolve a company will be to register the liquidation with the Ministry of Business Development and complete the process. Within 14 days, the appointed liquidator must declare the dissolution to the relevant authorities. There will be regular reports to the department until the closure process is completed and the company has been officially liquidated. The DBD will then issue a certificate indicating the date of closure. The liquidator will have to prepare the balance sheet showing the current accounts and be certified by the Thai auditor.

The next step is to declare and clear all company’s outstanding debts and return the investment to its shareholders. All remaining assets of the company should be liquidated in cash and distributed among the shareholders according to their respective ratios. The money resulting from the closing of your business will be used to pay creditors, and the balance will be distributed to shareholders.

You must submit a business closure report to the DBD every three months. This report must contain an updated account of the process and be made available to all shareholders and creditors of the dissolved business. Once all the business assets have been dissolved, the liquidator prepares a final report. Before the end of the process, the tax ID card must be presented to the tax department.

At the end of this procedure, the liquidator convenes a final meeting of shareholders to decide on the company’s liquidation. The meeting minutes must be sent to the Ministry of Commerce within 14 days from the date of the meeting. If you no longer owe taxes, the liquidator can register the completion of the dissolution process of your company.

A copy of the approval of the liquidation by the Thai Tax Department must be sent to the Ministry to obtain the final approval of the company’s liquidation by the Ministry of Commerce.

It is the responsibility of the liquidator to file all the company’s books with the Registrar of Companies, where they will be kept for ten years from the date of the final approval of the company’s dissolution. In practice, the liquidator is asked to file the books himself and confirm this in writing to the Registrar.

Once the closure of the liquidation process is registered, the company ceases to exist as a legal entity, and this means that it can no longer perform any further acts. Therefore, if the company’s debtors have not paid before the company’s liquidation process has been successfully registered, the company is no longer entitled to claim these debts.

If your company has obtained a promotion certificate from the Board of Investment of Thailand (BOI certificate), it must cancel the BOI certificate before it is dissolved.

Suppose your company has obtained a Foreign Business License (FBL) under the Foreign Business Act. In this case, it must cancel the license with the DBD’s Bureau of Foreign Business Administration before dissolution. The deadline to cancel the FBL is 15 days after the company ceases operations.

Suppose your company has received a Foreign Business Certificate (FBC) (under the Foreign Business Act). In that case, you must cancel the FBC with the DBD’s Bureau of Foreign Business Administration within 15 days of the cancellation of the BOI certificate.