Company dissolution in Thailand.
An inactive company that is never formally dissolved keeps accruing filings, audits, and Revenue Department exposure. We dissolve it correctly — liquidator appointment, asset distribution, final audit, DBD deregistration, and tax clearance.
What does dissolving a Thai company involve?
Closing a Thai company is two connected legal acts, not one filing: dissolution, which stops the company trading, and liquidation, which settles its affairs and removes it from the register for good.
Companies close for all sorts of reasons — sustained losses, a market that has moved, a change of plan, or simply a dormant entity left over from an earlier venture. Whatever the reason, the law expects the wind-up to be done properly: a shareholder resolution to dissolve, a liquidator appointed to realise assets and settle debts, the remaining balance distributed to shareholders, a final audit, tax clearance from the Revenue Department, and final deregistration. Skip the end of that sequence and the company sits half-closed — still expected to file, still accruing penalties, and still leaving directors and shareholders exposed.
A clean wind-up is really a series of deadlines.
Liquidation follows the Civil and Commercial Code (Sections 1247–1273). Each stage carries its own filing window — miss one and the company sits half-closed while penalties accrue. These are the dates we manage.
3/4 resolution
Dissolution begins with a special resolution — at least three-quarters of the votes cast at a shareholders' meeting — convened on at least 14 days' notice.
Within 14 days
The dissolution and the liquidator's appointment are registered with the DBD, and notice is published in a local newspaper and sent to creditors, within 14 days of the resolution.
Within 15 days
VAT registration is cancelled with the Revenue Department, and the VAT certificate returned, within 15 days of registering the dissolution.
Within 150 days
A final corporate income-tax return is filed within 150 days of the dissolution date, supported by audited closing accounts.
Every 3 months
Until liquidation closes, the liquidator reports progress to the DBD on a rolling three-month cycle.
Final clearance
Tax clearance from the Revenue Department — often the slowest step, and the reason a full wind-up usually takes 6–12 months — then final deregistration at the DBD.
What we run — and everything that has to be closed.
A full wind-up touches every authority the company ever registered with. We handle the sequence and make sure nothing is left open.
What we handle
- Pre-dissolution review of the tax, audit and social-security position
- Shareholder resolution and liquidator appointment
- Newspaper notice and creditor settlement
- Asset realisation and distribution to shareholders
- Final audit and tax clearance with the Revenue Department
- DBD deregistration and the certificate of dissolution
What gets closed & deregistered
- VAT registration, with the certificate returned
- Social-security registration and final payroll wind-down
- Work permits and visas for foreign employees
- Corporate bank accounts
- Any special government licenses the company held
Letting a company lapse is not the same as closing it.
An inactive company that is never formally dissolved keeps generating obligations — and exposure.
- The Revenue Department keeps expecting annual returns, and penalties accrue whether or not the company trades.
- The Social Security Office keeps expecting contributions until registration is closed.
- Directors and shareholders stay personally exposed until full deregistration.
- A company can also be closed through the courts in bankruptcy or where it cannot pay its debts — the court appoints a liquidator if it approves the petition.
The dissolution process, step by step.
From the resolution to the certificate of dissolution — the sequence a clean wind-up follows.
Resolution & liquidator
Shareholders pass a three-quarters special resolution to dissolve, and at least one liquidator is appointed; notice goes to shareholders on at least 14 days' notice.
Register & notify
The dissolution and liquidator are registered with the DBD, creditors are notified, and notice is published in a local newspaper within 14 days of the resolution.
Deregister with other authorities
VAT registration is cancelled, the social-security and labour registrations closed, foreign work permits and visas surrendered, bank accounts closed, and special licenses returned.
Settle & distribute
Outstanding debts are cleared, remaining assets realised into cash, and the balance distributed to shareholders in proportion to their holdings.
Final audit & tax clearance
Closing accounts are audited and approved, and tax clearance obtained from the Revenue Department — usually the longest stage.
Complete the liquidation
The completion of liquidation is registered at the DBD and the certificate of dissolution issued. The company is formally closed.
How we help you close the company.
Dissolving a Thai company is not a single filing. It is a sequence: shareholder resolution to dissolve, appointment of a liquidator, asset realisation, debt settlement, distribution of remaining assets to shareholders, final audit, tax clearance, and final DBD deregistration.
Each step has its own filings and deadlines. Skipping any of them — particularly the final tax clearance — leaves the company in a half-dissolved state where the Revenue Department continues to expect annual returns and the SSO continues to expect contributions. Directors and shareholders remain personally exposed until full deregistration.
We act as liquidator (or coordinate with a liquidator you appoint), run the dissolution to its end, and produce the certificate of dissolution that confirms the company is fully wound up.
What we do
- Pre-dissolution review — tax, audit, and SSO position
- Shareholder resolution and liquidator appointment
- Notice publication and creditor settlement
- Asset realisation and distribution to shareholders
- Final audit coordination
- Tax clearance from the Revenue Department
- DBD deregistration and dissolution certificate
- SSO closure and final payroll wind-down
What you get
- Full dissolution, not a half-closure
- Final tax clearance handled with the Revenue Department
- Proper deregistration so directors and shareholders are released from ongoing filing and compliance obligations
How we work
Position review
We assess the company's current tax, audit, and SSO state to identify what must be cleared before dissolution can start.
Resolution and liquidator
Shareholder resolution to dissolve, liquidator appointed, DBD notified.
Notice and creditors
Notice published in a Thai-language newspaper; creditors invited to present claims.
Realisation and distribution
Remaining assets sold, debts settled, balance distributed to shareholders.
Final audit and tax clearance
Final accounts audited, tax clearance obtained from the Revenue Department.
DBD deregistration
Dissolution certificate issued. Company is formally closed.
Speak with our team
Send a message — typical response within one hour during office hours.
WhatsApp +66 95 332 2447 Send an Enquiry Call +66 2 026 0600Frequently asked
How long does dissolution take?
Typically 6–12 months from start to dissolution certificate, depending on the company's asset and tax position. Notice publication alone is a statutory 14-day window.
Can I just stop filing and let the company lapse?
No — at least, not without consequences. The Revenue Department continues to expect filings; penalties accrue; directors remain personally exposed. Formal dissolution is the only clean exit.
What if the company has unpaid taxes or VAT?
These must be settled before the Revenue Department will issue tax clearance. We assess this in the position review and plan the settlement into the timeline.
Can a foreign shareholder remit the liquidation proceeds out of Thailand?
Yes — under the relevant exchange controls, with the appropriate documentation. We coordinate the remittance with the receiving bank.
Reviewed by the Khonsu Legal team · 1 July 2026
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