A company can consider closing down for many reasons. Some of the reasons can be due to loss and unable to carry out business operations, market fluctuation, and direct competition. There might also be instances where the shareholders may look into investing in other business ventures which means closing down the current company. Closing a Thai company can be a lengthy and cumbersome process. The process to close a company must be done efficiently and under lawful procedures. If the shareholders decide to close the company, the primary step is to finalise and audit the company’s accounts to have a final look at the assets and liabilities. Any ongoing legal and accounting matters must be cleared off before the closing can be started. A liquidator must be appointed to wind up the company’s affairs and register it with the Department of Business Development (DBD). The process for voluntary liquidation and dissolution of a private limited company is as described below:

Processing step:

• Send the invitation for the Minutes of Meeting to pass a special resolution to dissolve the company with shareholders and appoint at least one liquidator to represent the company, and its shareholders, to close the company. The vote by at least 75% of the shareholder list. Publishing the letter in the Local Newspaper with stakeholders’ acknowledgment of the receipt of the letter. This step takes 14 days to process.

• To submit the application must be filed at the Department of Business Development (DBD). At this step, the company must notify all of its creditors and will also need to submit a closing audit to the Ministry of Commerce. The registration forms and supporting documents for the company closure must be submitted to the Department of Business Development once the shareholders' meeting is adjourned.

• Companies that are VAT registered will need to submit an application to the provincial Revenue department to dissolve VAT registration. All original VAT registration documents, such as the VAT certificate and TAX ID forms, must be returned to the Revenue Department. The company must also inform the social security office of its closure. Any work permit and visa of foreign employees will need to be cancelled and returned to their respective departments. Additionally, company bank accounts will need to be closed as well. If the company has applied for any special government licenses, these must also be cancelled and returned back to the government authorities.

• To declare and clear all outstanding debts of the company and to return the investment back to its shareholders. All remaining assets of the company must be liquidated into cash and divided among the shareholders in the amount of their respective shareholding ratios.

• The final step will be to register the liquidation with the Department of Business Development (DBD), Revenue Department, Social Fund, and Labour Department (if applicable). There will be timely reporting to be done with the Department until the closure process is completed and the company has been officially wound down.

A limited company may also be closed down in the event of bankruptcy or if the company is unable to pay back its debt. This will require a court order, and the court will appoint a liquidator to carry out this process if approved. The legal paperwork and filings may be cumbersome for most owners. It is highly recommended to appoint an experienced legal firm to carry out these tasks in a timely and efficient manner.

The timeline for closing a company in Thailand can vary from 45-90 days, depending on the complexity of the financials, the registered capital, the availability of corporate shareholders, and other minor variables.

Our legal professionals and accounting team have negotiated and navigated company closures in Thailand on numerous occasions. Our many years of experience have allowed us to minimize tax implications and complete the process in the shortest period of time. Combined with our reasonable rates, we offer one of the most effective company dissolution services in Thailand.