Closing a Thai company runs through three stages. The shareholders pass a special resolution to dissolve the company, which needs at least three quarters of the votes of those present (Civil and Commercial Code, ss. 1236, 1194). A liquidator then settles accounts with creditors and the tax authorities. The Department of Business Development (DBD), which keeps the company register, registers the end of the liquidation once that work is done. Thai law sets no overall deadline for the whole process; in practice, tax matters and VAT deregistration are usually what take the longest. Our Thai company liquidation service covers every stage, from preparing the shareholders' meeting to the DBD's record of completion.

What is included

Our lawyers handle liquidation from the first shareholders' meeting to the company's removal from the register:

  • we prepare the notice and the minutes of the meeting where shareholders resolve to dissolve the company;
  • we arrange the appointment of the liquidator and register the dissolution with the DBD;
  • we publish the newspaper notice of the dissolution and write to creditors;
  • we prepare the closing financial statements;
  • we file the final tax return and correspond with the Revenue Department about VAT deregistration;
  • we prepare the liquidator's reports to the registrar every three months;
  • we hold the final meeting and register the completion of the liquidation with the DBD.

We agree the fee for this work before we start, with no hidden charges, and we prepare the documents in Thai and English.

In short

  • The resolution to dissolve needs at least three quarters of the votes of shareholders present.
  • The liquidator must register the dissolution with the DBD within 14 days of the meeting (Civil and Commercial Code, s. 1254).
  • The final tax return is due within 150 days of that registration.
  • Thai law sets no overall deadline for the whole liquidation: it depends on tax matters and VAT deregistration.
  • An abandoned company doesn't disappear on its own: filing duties remain, and a court can restore a company struck off the register.

The stages: from resolution to DBD

Thai liquidation follows steps set out in the Civil and Commercial Code.

First, the shareholders meet and pass the special resolution to dissolve the company, with at least three quarters of the votes present (ss. 1236, 1194). A shareholder who can't attend in person may vote through a written proxy (s. 1187) — useful if some of the shareholders live outside Thailand.

Unless the company's articles say otherwise, the acting directors become the liquidator; the meeting can confirm them or appoint someone else (ss. 1251, 1256). The liquidator's job is to wind down the company's affairs: settle with creditors, end staff employment, and hand the paperwork to the DBD. Within 14 days of the meeting, the liquidator registers the dissolution with the DBD, publishes a newspaper notice, and sends a registered letter to every known creditor (ss. 1253–1254). After that, the liquidator reports to the registrar every three months until the liquidation is complete (s. 1267).

If your company employs a foreign worker — including yourself, if you hold a work permit through this company rather than a Thai employer — the employer has to notify the Department of Employment within 15 days once that person stops working, under the Foreign Workers Management Emergency Decree as amended. We fold that step into the liquidation timetable.

Once accounts with creditors and the tax authorities are settled, the shareholders approve the final accounts at a closing meeting. Its approval has to be registered with the DBD within 14 days, which is what ends the liquidation (s. 1270). Creditors can still make claims for two years after that completion is registered (s. 1272). Our team prepares the paperwork for each of these steps and corresponds with the DBD until the completion is on the register.

Tax, VAT and audit on closure

The date the dissolution is registered closes the company's accounting period. The tax return and any tax due are due within 150 days of that date, and the Revenue Department has to be told of the dissolution within 15 days of the registration (Revenue Code, s. 72).

VAT deregistration is a separate step, and it's usually the slowest part of the whole process. The company returns form PP.09 and its VAT certificate within 15 days of actually stopping taxable sales or services (s. 85/15) — and that date can fall differently than the dissolution date itself. Until the Revenue Department confirms the deregistration, the company still has to file nil VAT returns. We handle this correspondence with the Revenue Department until confirmation comes through. For a VAT-registered company, deregistration runs on its own track alongside the liquidation, and tax issues can decide how long the whole process takes.

The annual audit and the DBD filings that the Accounting Act (B.E. 2543, ss. 8, 11) already requires of every Thai company don't stop because the company is closing. On top of them comes the final set of accounts: the liquidator prepares a balance sheet, which goes to audit and then to the shareholders for approval (Civil and Commercial Code, s. 1255).

Timing: what makes it longer

The law sets waypoints, not a deadline: 14 days to register the dissolution, 15 days to tell the Revenue Department, 150 days for the tax return, reports every three months while the liquidator works, and another 14 days to register the completion after the final meeting. Nowhere does it say how long the whole process should take.

Thai practitioners report that liquidation commonly takes around 6 to 12 months. A tax audit, a delay in VAT deregistration, and creditors' claims that arrive after the newspaper notice is published are usually what stretch it out.

What we say plainly

We don't promise the outcome of a tax audit: the Revenue Department reviews the company's accounts on its own, and we can't influence the timing or the result. We also don't quote DBD's registration fees — we check the current amount before each filing.

That's why you can't simply stop running a company and expect the DBD to quietly drop it from the register: the filing duties stay in place either way. If the company was set up properly, without nominees, and its accounts have been kept in order, closing it is usually quicker and simpler. If you're weighing that against registering a company without nominees for a new venture, the two processes share a lot of the same checks.

How we work

Closing a Thai company with a lawyer is easier when you know what's happening at each step. We start by checking the company's accounts and its VAT status, since that mostly decides how long the liquidation takes. Our lawyers prepare the shareholders' resolution and the DBD paperwork in Thai and English. We correspond with the Revenue Department until it confirms the VAT deregistration, and we tell you along the way what's been done and what's next.

If you're still deciding whether to close the company or keep it going, write to us: we reply within 24 hours. We can set out the plan, timing and cost once we've looked at your documents and the state of the accounts.

If liquidation is only one of several questions you have about a Thai company, a few other pages may help. Doing business in Thailand gives the wider picture of what running a company here involves. For a refresher on how a Thai company is set up and how its structure works, that guide covers it. If staff work permits are part of what you're closing down, our work permit page explains how the permit itself works, and this case shows a company and a work permit coming together from the other direction. And if you're setting up a new company rather than closing one, see registering a company without nominees.