Once the business is not able to carry on and its operation must be ceased. According to Thai Law, the company will be dissolved after the completion of dissolution and liquidation registration only. In practice, registering a company dissolution and liquidation is a complex and time-consuming process.The company is required to hold the shareholders’ meeting and appoint the liquidator to proceed the settlement of debts and assets of company and the registration with related authority. After that, it is considered that the company is legally dissolved.
Grounds of Dissolution
A limited company is dissolved by the following grounds:
- By Law
- In the cases, if any, provided by its regulations;
- If formed for a period of time, by the expiration of such period;
- If formed for a single undertaking, by the termination of that undertaking;
- By a special resolution to dissolve; and
- By the company becoming bankrupt.
- By resolution of shareholders’ meeting
- The shareholders meeting shall be held in order to have a special resolution of three-quarters (3/4) of the vote of shareholder in the meeting room and can be voted to dissolve the company.
- By Court’s order
- If default is made in filing the statutory report or in holding the statutory meeting;
- If the company does not commence its business within a year from the date of registration or suspends its business for a whole year;
- If the business of the company can only be carried on at a loss; and
- If the number of the shareholders is reduced to what has been prescribed by law.
Dissolution
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Process of Dissolution
The company’s directors shall
- Hold the shareholders’ meeting for special resolution to approve the dissolution and appoint liquidators.
- Publish the notice of company dissolution on a local newspaper.
- Deliver the notice of company dissolution to company’s creditors.
- Register the company dissolution to Department of Business Development (DBD) within 14 days.
Note:
After the completion of dissolution registration, it is considered that the company still exists for liquidation purpose and liquidators are responsible for this matter.
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Requirements
- Application Form (Lor Chor.1 and Lor Chor.2)
- Court’s Order for dissolution (if any)
- Minutes of Shareholders’ Meeting
- Location Map of Liquidators’ office
- Copy of ID Card or Passport of Liquidators
- Power of Attorney
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Goverment Fee
- Registration Fee 500 THB
- Copy of company’s documents 200 THB
- Newspaper pubishment fee 1,000 THB
Liquidation
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Process of Liquidation
After dissolution registration, liquidators shall
- Prepare the financial statement which is certified by auditor.
- Hold the shareholders’ meeting to affirm the liquidators and financial statement.
- Settle all company’s debts and assets.
- Return leftover assets to shareholders (if any).
- Register the liquidation to Department of Business Development (DBD) within 14 days.
Note:
In case, the assets are not enough to settle the debt, the liquidator shall request the court’s order for company’s bankruptcy.
In case the liquidation could not be completed, the liquidator is required to report to the DBD every 3 months.
In case the completion of liquidation takes longer than 1 year, the liquidator is required to hold the shareholders’ meeting and report the movement of liquidation to DBD every year.
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Requirements
- Application Form (Lor Chor.1, Lor Chor.3, Lor Chor. 5 and Lor Chor.6)
- Certified Financial Statement by auditor
- Revenue Department’s Auditing Certification Form
- Copy of ID card or Passport of liquidators
- Power of Attorney
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Goverment Fees
- Registration Fee 500 THB
- Copy of company’s documents 200 THB
Our Services
- Drafting of Minutes of Shareholders’ Meeting
- Drafting of termination letter and notice
- Providing of certified financial statement by auditor
- Drafting the settlement of debts and obligations
- Dissolution and liquidation registration
- Cancelltion of VAT, Tax ID and Social Security of company
- Labour Disputes
Contact us for free legal advices and affordable services.