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Dissolution & Liquidation in Thailand.
Dissolving a Thai company is a formal process with 14 day deadlines and personal fines on the liquidator. The steps, the penalties, and what a lawyer does.
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Key facts
- When does the company actually cease to exist?
- Not on dissolution. The company ceases to be a juristic person when the completion of the liquidation is registered, which follows the final general meeting approving the liquidator's report.
- What is the liquidator personally exposed to?
- Fines for missing each step: up to 50,000 baht for late registration of the dissolution, up to 80,000 baht for failing to advertise and notify creditors, and up to 50,000 baht for missing the quarterly liquidation reports.
- What is the tax deadline?
- The liquidator and the manager jointly notify an assessment official within 15 days of the dissolution being registered. Failure can attract additional tax of one times the tax payable.
- How are assets valued on closure?
- At market price on the date of dissolution, not at book value. That is what produces an unexpected tax charge for companies holding property or equipment carried cheaply.
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You cannot close a Thai company by stopping
Abandoning a company does not end it. The entity continues to exist, the filing obligations continue to run, and the penalties continue to accrue against the people responsible for it. Every year a dormant company is left unclosed adds to the cost of eventually closing it.
Proper closure has two stages that people frequently confuse. Dissolution is the decision and its registration. Liquidation is the process of realising assets, paying creditors and distributing what remains. The company does not cease to be a juristic person on dissolution. It ceases when the completion of the liquidation is registered.
Between those two points sits a liquidator, who carries personal exposure for the steps below. That is the part most directors do not expect.
The liquidator's deadlines and the fines for missing them
Duties of a limited company's liquidator under the Department of Business Development's juristic person duties manual. Fines fall on the liquidator personally.
| Step | Deadline | Fine if missed |
|---|---|---|
| Register the dissolution | Within 14 days of the dissolution date | Up to 50,000 baht |
| Publish notice in a newspaper and write to every creditor by registered post | Together with the dissolution registration | Up to 80,000 baht |
| Prepare and audit financial statements, call a shareholders' meeting to confirm the liquidator and approve them | After the dissolution is registered | Up to 50,000 baht |
| Register a change of liquidator, of the liquidator's authority, or of their office | Within 14 days of the change or resolution | Up to 50,000 baht |
| File a liquidation report with the Registrar, open to shareholders and creditors free of charge | Every 3 months | Up to 50,000 baht |
| Where liquidation runs beyond one year, call a shareholders' meeting and report | At the end of each year | Up to 10,000 baht |
| Register completion of the liquidation after the general meeting approves the final report | Within 14 days of that approval | Up to 50,000 baht |
| Notify the Revenue Department's assessment official of the dissolution | Within 15 days of the dissolution being registered | Additional tax of one times the tax payable |
- Register the dissolution
- Deadline: Within 14 days of the dissolution date
- Fine if missed: Up to 50,000 baht
- Publish notice in a newspaper and write to every creditor by registered post
- Deadline: Together with the dissolution registration
- Fine if missed: Up to 80,000 baht
- Prepare and audit financial statements, call a shareholders' meeting to confirm the liquidator and approve them
- Deadline: After the dissolution is registered
- Fine if missed: Up to 50,000 baht
- Register a change of liquidator, of the liquidator's authority, or of their office
- Deadline: Within 14 days of the change or resolution
- Fine if missed: Up to 50,000 baht
- File a liquidation report with the Registrar, open to shareholders and creditors free of charge
- Deadline: Every 3 months
- Fine if missed: Up to 50,000 baht
- Where liquidation runs beyond one year, call a shareholders' meeting and report
- Deadline: At the end of each year
- Fine if missed: Up to 10,000 baht
- Register completion of the liquidation after the general meeting approves the final report
- Deadline: Within 14 days of that approval
- Fine if missed: Up to 50,000 baht
- Notify the Revenue Department's assessment official of the dissolution
- Deadline: Within 15 days of the dissolution being registered
- Fine if missed: Additional tax of one times the tax payable
Source: DBD, duties of juristic persons manual, and Revenue Code section 72
Checked August 2026
Warning: The tax clock starts on the day the dissolution is registered
For tax purposes the date the official registers the dissolution is treated as the last day of the accounting period, and the liquidator and the manager are jointly liable for filing the return and paying the tax. Assets are valued at market price on the date of dissolution rather than at book value, which is what makes some closures produce an unexpected tax charge. A 30 day extension can be requested from the Director-General.
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What the work actually looks like
The legal mechanics are not difficult. What makes closures go wrong is what surfaces during them.
Creditors are the first issue. The requirement to advertise the dissolution and write to every creditor exists precisely so that claims come forward, and they do. A closure that was budgeted as an administrative exercise becomes a negotiation.
Tax is the second. The market-value rule on asset valuation catches companies holding property or equipment carried at low book values, and the joint liability of the liquidator and the manager means this is not a problem that can be left behind with the entity.
Employees are the third, and they belong to a different area of law. Where staff are being let go, severance and notice obligations run under employment law rather than company law, and getting the closure sequence right matters.
A lawyer's job across all three is sequencing and exposure: who is on the hook for what, in what order things have to happen, and what has to be resolved before the liquidation can be completed rather than after. For the wider practice, corporate lawyers in Thailand handle closures alongside structure and transactions, and the ongoing filings that got you here are corporate compliance work.
What to gather before starting
The company's complete filing history
Outstanding annual filings usually have to be brought up to date. Unfiled years are the most common reason a closure takes longer than expected.
A full creditor list
Every creditor receives a registered letter, so the list needs to be real rather than approximate. Missing creditors is what turns a closure into a dispute.
Asset records with acquisition history
Assets are valued at market price on the dissolution date for tax purposes, so book value is not the relevant number.
Employment records
Contracts, service lengths and any outstanding entitlements. Severance obligations are decided under employment law and have to be resolved.
Bank, tax and VAT registrations
Each has its own closing process, and leaving one open can hold up the rest.
Any licences or promotion certificates
Promoted or licensed activities carry conditions that have their own consequences on closure.
When to get a lawyer involved
Before the special resolution rather than after it, because the sequence and the liquidator appointment set up everything that follows, and because the person accepting that role should understand the personal exposure first.
Always, where there are creditors who may dispute, employees to be released, assets whose market value exceeds book value, or years of unfiled returns.
For a genuinely dormant company with no assets, no creditors and clean filings, the work is administrative and many companies run it through their accountant. The distinction is whether anything is going to surface, and an honest firm will tell you which situation you are in before quoting.
This page is general information, not legal advice. Closure consequences depend on the company's actual position, so speak with a qualified professional.
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Common questions
Frequently asked questions
- How do you close a company in Thailand?
- Shareholders pass a special resolution to dissolve the company and appoint a liquidator. The liquidator registers the dissolution within 14 days of the dissolution date, publishes notice of it in a newspaper, and writes to every creditor by registered post. Financial statements are prepared and audited and a shareholders' meeting confirms the liquidator and approves them. The liquidator then files a liquidation report with the Registrar every three months until the process is finished, and after a final general meeting approves the closing report, registers completion of the liquidation within 14 days. Only at that registration does the company cease to be a juristic person.
- What happens if you just abandon a Thai company?
- The entity continues to exist and its obligations continue to run. Filing duties do not lapse because trading stopped, and penalties accrue against those responsible for the company. Each year a dormant company is left unclosed usually adds to the eventual cost of closing it, because outstanding filings generally have to be brought up to date before the liquidation can be completed. Abandonment converts a bounded administrative exercise into an accumulating liability.
- Who can be a liquidator, and what is the risk?
- The liquidator is appointed by the shareholders' special resolution that dissolves the company, and the role carries personal exposure rather than being a formality. The published fines fall on the liquidator: up to 50,000 baht for failing to register the dissolution within 14 days, up to 80,000 baht for failing to publish notice and write to every creditor, up to 50,000 baht for missing the quarterly liquidation reports or for failing to register completion within 14 days of the final approval. Anyone accepting the role should understand that before agreeing to it.
- What tax applies when a Thai company is dissolved?
- The date the official registers the dissolution is treated as the last day of the accounting period for tax purposes, and the liquidator and the manager jointly notify an assessment official within 15 days of that registration. They are jointly liable for filing the return and paying the tax, and failing to notify can attract additional tax of one times the tax payable. Assets are valued at market price on the dissolution date rather than at book value, which is the rule that most often produces an unexpected charge on closure. A 30 day extension of the filing deadline can be requested from the Director-General.
- How long does liquidation take in Thailand?
- It depends entirely on what surfaces. A dormant company with no creditors, no assets and clean filings moves quickly. A company with outstanding filings, disputed creditors, employees to release, or assets whose market value exceeds book value takes considerably longer. The structure itself anticipates length: the liquidator reports to the Registrar every three months, and where liquidation runs beyond one year there is an additional obligation to call a shareholders' meeting at the end of each year and report on progress.
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