To close down a Thai limited company for ThaiLawyers clients, here is the general process.
The process of closing down a company in Thailand:
- We advertise in a local newspaper the notice for shareholders general meeting (for the shareholders to come together to meet in order to approve the closure of the company), and also we have to send the notice by registered mail with receipt to the shareholders.
- We advertise about the closure so as to inform the company’s creditors and the public. We will provide the format so that you can also send letters by registered mail to your creditors to inform them of the company’s dissolution.
- Then we prepare all the forms needed to register the shareholders meeting’s resolution to close the company and to name the liquidator with the Department of Business Development, Ministry of Commerce. Here we will get a certificate from the DBD that shows the date the company closed and the name and office of the liquidator(s).
- The company has to issue a tax invoice for all of its fixed assets remaining on the closing date (You can use the book value to calculate 7% VAT). The VAT should be submitted within 15th of the month following the closing date or following the date of the tax invoice if issued before the closing date whichever comes first.
- If the company has to lay off the remaining employees, you should do it before the closing date, usually with severance pay. Please consult with ThaiLawyers on employee lay-off.
- With the certificate from the Ministry of Commerce, we can prepare the forms to de-register the company from the VAT system and return the tax ID to the Revenue Department.
- We prepare and file the forms to inform the Social Security Office that the company has closed.
- The company has to close it accounts until the closing date and once the company’s audited financial statements (as of the closing date) are finished, we have to take it to the Revenue Department so they can de-register the VAT of the company. Before the Revenue Department does that, the company still needs to file its monthly VAT returns.
- The Revenue Department may summon the company to clear any pending issues so as to make sure that the company does not owe any taxes. Then they will issue a letter to the Department of Business Development to let them know that they can accept the last application from the liquidator to register the completion of the liquidation.
- Then we will submit the last liquidation report that gives the detail of what happened during the liquidation period, which creditors we paid, which accounts receivable paid us, what we did with the fixed assets of the company, etc. This last liquidation report is filed to close the liquidation process. Here we also have to prepare and file the report that shows all the accounting books and papers that the company has. By law, the company has to keep its books and records for 5 years.
ThaiLawyers are experienced in closing Thai limited companies. Please contact us for your company dissolution needs.