Closing a company in Thailand involves two stages: dissolution and liquidation. Dissolution is the formal decision to end the company, while liquidation is the process of settling debts, distributing assets, clearing tax obligations, and deregistering the company. A company is not legally closed until liquidation is completed.
A company may be dissolved due to a shareholders’ resolution, expiry of its registered duration, completion of its objectives, bankruptcy, or a court order.
The usual procedure includes passing a shareholders’ resolution to dissolve the company and appoint a liquidator, registering the dissolution with the Department of Business Development (DBD), notifying creditors, settling debts, clearing tax obligations, approving final accounts, and deregistering the company.
The timeframe varies depending on the company’s circumstances. Simple cases may take 6–12 months, while cases involving tax reviews or unresolved liabilities may take 12–36 months or longer. Tax clearance is often the most time-consuming stage.
Yes. All corporate income tax and VAT returns must be filed, and any outstanding taxes must be paid. The Revenue Department may review prior filings before issuing tax clearance, which can delay the process.
Yes. The liquidator must submit liquidation reports to the DBD, typically every three months, until liquidation is completed. If the process exceeds one year, additional periodic or annual reports may be required.
Employees must be lawfully terminated, statutory severance and final payments must be settled, and the Social Security Office must be notified as part of the closure process.
Any licenses, permits, or special registrations (such as a Foreign Business License or BOI privileges) must be formally cancelled with the relevant authorities.
No. Companies that cease operations without formally dissolving and liquidating may face penalties, director liability, or administrative action by the DBD. Proper liquidation is required to avoid ongoing legal exposure.
Yes. Directors and liquidators remain responsible for compliance, reporting, tax filings, and regulatory notifications until the company is fully deregistered.
Professional legal and accounting assistance is not mandatory but is strongly recommended, particularly where tax, employment, or licensing issues are involved.
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