The process of company Dissolution can be lengthy and complex. There are several steps to take before a business may be legally dissolved.

At LCS an experienced business attorney can assist you. We will identify what steps of business dissolution, You will need to take as well as obtaining and filing all necessary forms.

If the Thai Company shall be dissolved by special resolution, the resolution must be passed by not less than three/fourths of the votes present (Sec 1194 CCC):

  • Directors or shareholders will ask for a special shareholders resolution to start the dissolution process. Invitation to the general meeting for dissolution must be sent out to each shareholder. Dissolution of the company must be the stated topic of the invitation. The notifications must be sent by registered mail and a publication in local newspapers has to be made no later than 14 days before the date fixed for the meeting.
  • At the general meeting the special resolution for dissolution of the company will pass with a minimum quorum of three/fourths of the votes present. At the same meeting, the shareholders will appoint liquidators and auditors.
  • Registration of the dissolution and appointment of the liquidator(s) has to be made at the Company and Partnership Office. Other Authorities to be notified are: Commercial Registration Department, Ministry of Commerce within 14 days after the date of dissolution by the liquidator.

The liquidator has the following duties:

  • Settle the affairs of the company: pay back debts and sell out assets.
  • Publish in local newspapers the decision to dissolve the company, Send a letter to notify creditors by registered mail to apply for payment within 14 days after the meeting.
  • Deposit the amount due to the creditors in accordance with the Civil and Commercial Code regarding deposit in lieu of performance, If the creditor does not apply for payment.
  • If the assets are still insufficient to meet liabilities after all the contributions, bankruptcy will be applied for.
  • Make a balance sheet, examined and certified by auditors.
  • Summon a general meeting to approve the balance sheet and report of liquidation.
  • File reports every three months on the progress of the liquidation to the Registration Office showing the situation of the accounts. Reports will be accessible to shareholders and creditors if requested.
  • If the liquidation lasts more than a year, summon a shareholders’ meeting at the end of each year reporting activities and situation.
  • Pay all costs, charges and expenses incurred in the liquidation before other debts. The assets may be divided among the shareholders.
  • Provide an account of the liquidation showing how it has been conducted and how the property has been disposed of. The liquidator shall summon a general meeting for the purpose of providing explanations.
  • Following the approval of the accounts, registration of the proceedings of the meeting at the Company Registrar will be made within 14 days. Such registration is the final step of the dissolution process. The company no longer exists as a legal entity.

Other things to know about a Company Dissolution

The Revenue Depart, as a creditor of tax liability, is entitled to object to the dissolution of the company if the company has an outstanding tax liability.

The company must return the company’s taxpayer card within 60 days from the date of dissolution.

Companies registered for VAT must give notice of cessation of business and return VAT registration certificate to the Revenue Department within 15 days from the dissolution date.

The corporate income tax return for the period ending on the dissolution date must be filed with the revenue department within 150 days, along with the audited financial statement for the period.

The revenue department has the power to investigate tax returns for a period of 2 years. If there is reason to believe that tax evasion has occurred, the period of investigation can be extended to 5 years.

The dissolution is considered a termination of employment for which employees have the right for severance pay. The amount varies depending on the length the employee has worked for the company.

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