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To close a company in Thailand, shareholders first pass a special resolution to dissolve it: at least three-quarters of the votes of those present have to agree (Civil and Commercial Code, CCC, ss. 1194, 1236). A liquidator then takes over — the person the law makes responsible for settling the company's affairs after dissolution. Within 14 days the liquidator registers the dissolution with the Department of Business Development (DBD), publishes a notice in a newspaper and writes to every known creditor by registered post. After that, the liquidator pays debts and taxes, deregisters for VAT if the company was VAT-registered, and calls a final meeting. The law sets no overall deadline for the whole process: Thai practitioners put it at roughly 6 to 12 months in practice.
In short
- Dissolution is the shareholders' resolution and its registration. Liquidation is everything that happens afterwards.
- The first 14 days: registering the dissolution, a newspaper notice, letters to creditors.
- After that, the liquidator reports to the registrar every three months until the job is done.
- Corporate tax and VAT close on two separate timelines that do not have to match.
- An abandoned company is not a closed one: directors' and shareholders' liability continues.
Dissolution vs liquidation
Dissolution is the shareholders' resolution and its registration with the DBD. Liquidation is what follows: the liquidator collects the company's assets, pays creditors and taxes, and distributes whatever is left to the shareholders. Until both stages are complete, the company still exists and still has to file.
The same meeting that votes for dissolution usually appoints the liquidator. A shareholder may vote at that meeting through a written proxy (CCC s. 1187), which matters if you have already left Thailand. Public guidance does not spell out what the DBD expects from a proxy or other document signed abroad, so our team checks this for your company before the meeting rather than finding out at the counter.
The liquidation steps in order
The law sets a deadline for each duty rather than for the process as a whole, and several duties run at the same time. The opening balance sheet and its audit start as soon as possible after dissolution — they do not wait for the first quarterly report to the registrar.
| Step | Deadline | Who is responsible | Rule |
|---|---|---|---|
| Special resolution to dissolve (at least ¾ of votes present) | Before any other step | Shareholders | CCC ss. 1194, 1236 |
| Register the dissolution with the DBD, publish a newspaper notice, write to creditors | 14 days after the resolution | Liquidator | CCC ss. 1253–1254 |
| Notify the Revenue Department of the dissolution | 15 days after the dissolution is registered | Liquidator | Revenue Code s. 72 |
| Opening balance sheet, audit, approval by the general meeting | As soon as possible after dissolution | Liquidator and meeting | CCC s. 1255 |
| Report progress to the registrar | Every 3 months | Liquidator | CCC s. 1267 |
| Final report on completed liquidation, approved at the final meeting | After debts and taxes are settled | Liquidator and meeting | CCC s. 1270 |
| Register the completion of liquidation | 14 days after the final meeting | Liquidator | CCC s. 1270 |
For how a Thai company is set up in the first place, see our guide on how to register a Thai company. Exactly which documents the DBD will ask for at dissolution and at completion is worth confirming in advance: for an operating company that is not necessarily the same file it asked for at incorporation. If you are curious how the DBD checks that shareholders are real, read the case on proving real shareholders in a DBD check.
The DBD has announced that from 1 November 2026 all company registration requests go through the DBD Biz Regist system only. Whether this covers dissolution and completion filings is not yet stated, and we are tracking that separately rather than assuming it does.
Tax, VAT and social security on closure
The date the dissolution is registered closes the company's current accounting period for corporate income tax. The return and the tax itself are due within 150 days of that date, and the Revenue Department has to be told sooner — within 15 days of the dissolution registration (Revenue Code s. 72, per a Revenue Department ruling).
VAT runs on a different clock. The PP.09 form and the VAT certificate go back within 15 days of the date the company actually stops making sales or supplying services (Revenue Code s. 85/15). Nil PP.30 returns keep going until the Revenue Department confirms the deregistration. The date business actually stopped and the date dissolution was registered are not always the same day, so the two 15-day clocks can start on different dates.
If a shareholder in your structure is a foreign holding company rather than an individual, bear this in mind: Revenue Department rulings 0706/7048 and 0702/4377 confirm a 15% withholding rate for a non-resident individual on the taxable part of a liquidation surplus, but neither states a rate for a foreign corporate shareholder. We check this point for you against the specific structure before relying on any figure.
Illustrative example, not a real case: a shareholder originally paid THB 1,000,000 for their shares. In the final distribution, the liquidator pays that shareholder THB 1,400,000. Under Revenue Code s. 40(4)(f), only the part exceeding the price paid for the shares counts as income — so the extra THB 400,000 is taxable, and the THB 1,000,000 is the shareholder's own money coming back and is not taxed again (Revenue Department ruling 0706/7048).
If staff hold work permits, ending their employment is reported to the Department of Employment under the Emergency Decree on Foreign Workers Management — a separate step from the employment termination itself. What happens next to their immigration status is beyond this article; our guide on getting a Thai work permit covers how permits are issued in the first place.
How long liquidation takes
The law gives only waypoints: 14 days to register the dissolution, 15 days to notify the tax office, 150 days for the return, reports every three months, and 14 more days to register completion after the final meeting. Between those waypoints, real work happens: gathering every creditor's claim and settling what is owed. If the Revenue Department decides to audit, that can add time, and VAT deregistration runs on its own schedule when the company was VAT-registered. That is why Thai practitioners estimate the whole process at 6 to 12 months — an observation from practice, not a figure set by law.
If the company owns property, the liquidator sells it during liquidation; that is a power the law gives the liquidator (CCC s. 1259). Land cannot pass directly to a foreign shareholder, because a foreigner cannot own land in Thailand (Land Code s. 86) — the same rule that applies to an ordinary property purchase applies here too.
What happens if you just abandon the company
It can look simpler to stop filing and let the DBD strike the company off. That can genuinely happen: the registrar has the power to remove a company that stops reporting. Once struck off, the company loses its legal status, but that is not the same as a completed liquidation: directors', managers' and shareholders' liability continues as though the company still existed (CCC s. 1273/3). On top of that, the company itself, a shareholder or a creditor whose rights were unfairly affected can apply to a court within 10 years of the strike-off to have the company restored, and the court decides on the grounds the law sets out (CCC s. 1273/4).
In other words, abandoning a company does not close the file: directors', managers' and shareholders' liability keeps running, whether or not the registrar has already removed the company's name.
What to do next
The legal order of liquidation is the same for every company, but how much time and effort it actually takes depends heavily on your own history: whether filings were kept current, whether property sits on the balance sheet, whether staff need to be settled separately. Our team prepares the paperwork in both languages and handles the correspondence with the DBD and the Revenue Department on your behalf. We agree the cost with you in advance and fix it before work starts.
If you are only setting a company up and closure is not yet on your mind, our pages on registering a Thai company with a lawyer and on opening a business in Thailand as a foreigner cover that side of things. You can reach us on Telegram or WhatsApp — we reply within 24 hours.
