When a business decides to cease operations in Thailand, it must go through a formal company dissolution and liquidation process in compliance with Thai law. This legal procedure involves several key government agencies, including the Department of Business Development (DBD), the Revenue Department (RD), and the Social Security Office (SSO). H&P corporate team have prepared a summary of the relevant legal aspects for the company dissolution in Thailand.
Whether your company is a standard limited company, a BOI-promoted entity, or holds a Foreign Business License (FBL), it is essential to follow all regulatory steps carefully to ensure a smooth and legally compliant closure.
At our law firm H&P, we specialize in managing the entire company liquidation process in Thailand. With deep expertise in corporate law, we guide clients from start to finish, ensuring all regulatory requirements are met and that the process is efficient and hassle-free.
Step-by-Step Guide to Company Liquidation in Thailand
Step 1: Close Bank Accounts and Cancel Licenses
Before initiating the formal dissolution:
- Close all corporate bank accounts.
- Cancel any business licenses or permits issued by relevant authorities.
Step 2: Shareholders’ Resolution to Dissolve the Company
- The Board of Directors holds a meeting to propose company dissolution.
- A Shareholders’ Meeting is then convened to pass a special resolution to dissolve the company.
Step 3: Appointment of a Liquidator
The shareholders must appoint a liquidator, who can be one of the company’s directors or another individual. Unless otherwise specified in the Articles of Association, all directors automatically act as liquidators by law. If the shareholders wish to appoint a specific director or external party, a resolution must be passed to do so.
Step 4: Register the Dissolution with the DBD
- The company must register the dissolution with the Department of Business Development (DBD) within 14 days of the shareholders’ meeting.
- Upon acceptance, the company status will be updated to “Dissolution“.
- The company must also:
- Publish the dissolution notice in a local newspaper
- Notify all creditors and debtors in writing
Step 5: Cancel VAT Registration with the Revenue Department (RD)
If the company is VAT-registered:
- Submit a VAT cancellation request to the RD, citing the dissolution.
- Upon approval, the company is no longer required to file monthly VAT returns (Form PP.30).
Step 6: Notify and Deregister with the Social Security Office (SSO)
If the company has employees:
- Submit a business termination notice to the SSO office where the company is registered.
- Settle all outstanding employee contributions up to the date of closure.
Step 7: Final Tax Clearance with the Revenue Department
- File the final Corporate Income Tax Return (Form PND.50) within 150 days of the dissolution date.
- Submit audited financial statements covering the company’s activities up to the date of dissolution.
- The RD may conduct a backdated tax audit (typically covering the past 3–5 years) depending on the nature of the business and records provided.
This tax clearance process may take 1–3 years, depending on the RD’s review queue and the completeness of financial records.
Step 8: Submit Liquidator’s Reports to the DBD
Throughout the liquidation process, the liquidator is required to:
- Submit interim liquidation reports to the DBD every 3 months
- Provide updates on asset liquidation, debt settlement, and progress toward closure
Step 9: Final Liquidation and Deregistration
Once the Revenue Department confirms that the company has settled all tax liabilities:
- File the final liquidation application with the DBD
- Submit:
- Final liquidator’s report
- Final financial statement
- The DBD will issue an official Certificate of Company Dissolution Completion, and the company will be fully deregistered.
Typical Timeline
The complete liquidation process generally takes between 6 to 36 months, depending largely on how long the tax clearance process takes.
Important Notes
- The liquidator is required to retain all company records for 5 years after the company has been dissolved.
- A company undergoing liquidation cannot engage in any new business activities.
How Can our Law Firm Help you?
Our experienced legal team at H&P and our accounting team is ready to assist with every step of the company liquidation process in Thailand, including:
- Preparing and filing all required legal documents
- Coordinating with the DBD, RD, and SSO
- Assisting with final financial audits and tax filings
- Ensuring compliance with all statutory obligations
If you want to schedule a consultation and begin the process of dissolving your company in Thailand with confidence and peace of mind, please get in touch with our accounting and corporate lawyers at info@herrera-partners.com
FAQs
What is the legal process for dissolving a company in Thailand?
Company dissolution in Thailand is a formal legal process that involves passing a shareholders’ resolution, appointing a liquidator, registering the dissolution with the Department of Business Development, settling tax obligations with the Revenue Department, deregistering with the Social Security Office, and completing final liquidation filings. Each step must be completed in compliance with Thai law to fully close the company.
How long does company liquidation in Thailand usually take?
The full liquidation process typically takes between 6 and 36 months. The timeline largely depends on how long the Revenue Department takes to complete tax clearance, which may include a backdated tax audit covering the previous 3 to 5 years.
Can a company continue operating during liquidation in Thailand?
No. Once a company enters liquidation, it is prohibited from conducting any new business activities. The company may only carry out actions necessary to wind up its affairs, such as settling debts, liquidating assets, and completing statutory filings.
Is it mandatory to appoint a liquidator when dissolving a company in Thailand?
Yes. A liquidator must be appointed to manage the liquidation process. By default, all directors act as liquidators unless the shareholders pass a resolution appointing a specific individual or external party. The liquidator is responsible for reporting to authorities, settling liabilities, and completing the final deregistration.
