Winding up a Thai limited company under Book III of the Civil and Commercial Code involves passing a dissolution resolution, registering the dissolution and the appointment of a liquidator with the Department of Business Development, giving the notices to creditors required by law, preparing accounts as at the dissolution date for audit, settling liabilities and distributing any surplus, closing out tax obligations with the Revenue Department, and finally registering completion of the liquidation. The company continues to exist as a juristic person for liquidation purposes until that final registration is complete.
| Governing law | Civil and Commercial Code, Book III, on dissolution and liquidation of companies |
|---|---|
| Registration stages | Registration of dissolution and appointment of a liquidator, then registration of completion of liquidation |
| Registering authority | Department of Business Development, Ministry of Commerce |
| Accounts at the dissolution date | Must be prepared and audited by a licensed auditor before the liquidation proceeds |
| Tax obligations | Returns must be filed and tax obligations closed with the Revenue Department, including cancelling relevant tax registrations |
| Foreign shareholders or liquidators | Documents and powers of attorney signed abroad must be legalised and accompanied by certified translations |
| Official fees and timing | Set by the receiving authorities and subject to change; verify before starting |
Shareholders’ meeting minutes resolving to dissolve the company
Confirm with the receiving office what certification it requires
Application to register the dissolution and appoint a liquidator
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Audited accounts as at the dissolution date
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Evidence of the statutory notices to creditors
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Identity documents with certified translations for any foreign shareholder or liquidator
Confirm with the receiving office what certification it requires
Dissolution starts with a special shareholders’ resolution and registration of the dissolution with the Department of Business Development. The liquidator must then notify creditors, collect assets, pay debts and prepare liquidation accounts before registering completion of liquidation.
The Revenue Department must be notified of the cessation, and a VAT-registered business must deregister through the Revenue Department’s process. A back-tax audit at this stage is normal, so keep the books and records complete.
Work permits and visas of foreign staff tied to the company end with their employment. Plan notifications to the relevant agencies on time.
Registering completion of liquidation does not end every obligation at once. Accounting and tax records must still be kept for the statutory period, and debts not claimed during liquidation can in some cases still be pursued against shareholders or the liquidator.
Assets remaining after debts are paid must be distributed to shareholders in proportion. If assets surface after completion is registered, further steps may be required by law, so verify assets and liabilities fully before closing the final stage.
Voluntary dissolution starts with a special shareholder resolution and the appointment of a liquidator, followed by registration of the dissolution with the Department of Business Development within the set period. The liquidator must publish the dissolution in a newspaper and notify creditors so they can lodge claims.
During liquidation the liquidator collects assets, pays debts and prepares the required financial statements. The Revenue Department must be notified of the dissolution, and a VAT-registered company must also deregister. When liquidation is complete, a shareholder meeting approves the liquidation report and the completed liquidation is registered.
Deadlines and forms for each step are published by the Department of Business Development and the Revenue Department. Check the current versions before starting, because late filing brings fines and leaves tax obligations open.
Office leases, employment contracts and Social Security notifications, work permits of foreign staff tied to the company, sector licences, bank accounts and trademarks registered to the company should be dealt with before or during liquidation, especially trademarks that may need assigning to a shareholder or another company before the company ceases to exist.
Foreign shareholders or directors outside Thailand can sign resolutions or powers of attorney abroad, with documents certified through the required steps. Until 28 February 2027 that is Thai embassy or consulate legalisation; after that date, documents from Convention states can carry an Apostille.
A company that stops trading but is not dissolved must still file financial statements, tax returns and the shareholder list every year. Leaving it unfiled builds up fines, and directors may be held liable. If there is no plan to resume business, dissolution and liquidation are usually the cleaner route.
The Registrar may strike off a company believed not to be operating under the Civil and Commercial Code, but striking off does not erase debts or tax liabilities, and an interested party may ask the court to restore the company to the register. Being struck off is not the same as closing a company properly.
Before deciding, check outstanding debts, unfiled taxes, shareholder loans to or from the company, and assets to be dealt with. These determine how complex liquidation will be and who must sign which documents.
A liquidator has duties under the Civil and Commercial Code, including winding up the business, collecting assets, paying debts and reporting progress as the law requires. A liquidator who neglects these may be liable, so appoint someone who understands the process and stays reachable throughout.
If during liquidation the assets prove insufficient to pay debts, the liquidator has legal duties regarding a court application under bankruptcy law. Assets should not be distributed to shareholders before creditors are paid.
After registration of completed liquidation, the law requires the company’s books and documents to be kept for a set period. Agree clearly who keeps them and where, because they may be needed if an agency reviews past years.
We review the company’s position before starting: debts, unfiled taxes, contracts and assets. We then set out the sequence, prepare resolutions and registration documents, coordinate the publication and creditor notices, work with the accountant and auditor on accounts and tax, and follow through to registration of completed liquidation, reporting at each step.
Checked on 2026-08-04; requirements change, so confirm with the authority before filing.
The required documents and timing depend on the receiving office in each case. Contact our team to confirm the checklist before you file.