Company Registration

Company Dissolution & Liquidation

Closing a company properly — the resolution, the liquidation, the tax clearance and the final registration that actually end its obligations.

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Tell us the situation and we will tell you what we think you should do — and what it will cost.

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Companies that have ceased trading
Owners winding up a joint venture that has run its course
Foreign shareholders exiting Thailand
Dormant companies still accruing filing obligations and fines

The special resolution to dissolve, and the liquidator’s appointment

Registering the dissolution with the Department of Business Development

The statutory newspaper notice and written notices to creditors

Liquidation accounts and the shareholder approvals they require

Tax deregistration and clearance with the Revenue Department, including VAT

The final meeting, distribution of remaining assets and registration of completed liquidation

Pre-dissolution review — assets, liabilities, tax position and employees
Shareholders’ special resolution to dissolve, and the liquidator’s appointment
Register the dissolution, publish the notice and write to creditors
Prepare the liquidation accounts, collect assets and settle debts
Obtain tax clearance and deregister with the Revenue Department
Hold the final meeting, distribute the remainder and register the completed liquidation

Documents to prepare

Company affidavit, memorandum and articles
Latest financial statements and tax filings
List of assets, debts and known creditors
Employee list and contracts, if staff remain
VAT registration certificate, if the company is registered

The registrations themselves are quick; the overall timetable is set by the Revenue Department’s tax clearance, and VAT deregistration is routinely the slowest step. Realistic overall range for our matters: DISSOLUTION_TIMEFRAME.

The company keeps existing until liquidation is completed and registered — so the annual filing obligations, the fines for missing them and the directors’ exposure keep running. Abandonment is the most expensive way to close a company slowly.

Closing the business terminates their employment, and severance and the other statutory payments under labour law fall due. We coordinate the termination sequence with our Employment Law practice so the dissolution does not create a labour case.

Voluntary liquidation cannot finish in that position — the matter has to move into the court-supervised insolvency route instead. We assess the balance sheet before the dissolution resolution, so the right procedure is chosen at the start.

Yes — the books, accounts and liquidation documents must be retained for the statutory period after liquidation ends, and the final meeting designates who keeps them. We record that appointment properly so the obligation does not land on the wrong person by default.

Lawyers for this matter

Generation 1