Company Dissolution and Liquidation

Closing a limited company in Thailand is not a single filing. The law requires two shareholder resolutions, four newspaper notices, notification of creditors, a liquidation audit and two registrations with the Department of Business Development (DBD), all driven by the liquidator and the liquidation accountant. These steps must be completed in full whether or not the company has ever traded.

If a company stops operating without being formally closed, its statutory filing obligations do not end automatically, and fines and surcharges continue to accrue. Z&X maps out the statutory process, manages notice deadlines and helps you assemble the required documents, providing full-lifecycle compliance support from incorporation to closure.

· Company dissolution (DBD): Preparation of the complete dissolution package, organization of shareholder meetings and newspaper notices, and completion of both DBD dissolution registrations.

· Tax deregistration: Tax clearance and deregistration with the Revenue Department (RD).

· Bank account closure: Document preparation, appointment booking and accompanied closure of corporate bank accounts.

· Liquidation audit coordination: Coordination with the liquidation auditor to audit the financial statements as at the dissolution date and issue the audit report.

· Step 1 Notice of the dissolution meeting: First newspaper notice, published at least 14 days before the shareholders' meeting, or within the period set out in the articles of association.

· Step 2 Dissolution resolution: The first shareholders' meeting passes a special resolution by at least three-quarters of the votes of shareholders present and entitled to vote, and appoints a liquidator.

· Step 3 Dissolution registration: The liquidator files the dissolution registration with the DBD within 14 days of the resolution.

· Step 4 Dissolution notice and creditor notification: Second newspaper notice, together with written notice to known creditors so that they can submit their claims.

· Step 5 Dissolution-date financial statements and audit: Financial statements are prepared as at the dissolution date and audited by the liquidation auditor, who issues a report.

· Step 6 Notice to approve the dissolution-date financial statements: Third newspaper notice, published at least 7 days before the shareholders' meeting.

· Step 7 Realization of assets and settlement of debts: The liquidator takes stock of and disposes of assets, collects receivables and settles liabilities, then distributes the remaining assets to shareholders according to their entitlements. While liquidation remains incomplete, a liquidation report (LC3) is filed every three months.

· Step 8 Approval of liquidation results: Fourth newspaper notice and second shareholders' meeting to approve the financial statements, audit report and liquidation report. The third and fourth notices may be published together.

· Step 9 Completion of liquidation registration: Within 14 days of shareholder approval, the liquidator files the completion of liquidation registration with the DBD, concluding the dissolution and liquidation process.

· Corporate documents: Company registration certificate, articles of association and all amendments.

· Shareholders and directors: Current shareholder register (BOJ.5) and identification documents of shareholders and directors.

· Seal and authorization: Company seal and a power of attorney authorizing Z&X.

· Financial records: Complete books, vouchers and financial statements up to the dissolution date.

· Banking: Details of all company bank accounts, bank statements, and online banking tokens or security devices.

· Tax: Tax registration certificate, VAT registration certificate (PP.20) and Revenue Department e-filing account.

· Social security and HR: Social security registration documents, and documents required for employee terminations and social security deregistration.

· Contracts and assets: Outstanding contracts, schedule of receivables and payables, and asset register.

· Overall timeline: Typically 6–12 months, of which the resolutions and notices alone usually take 1–2 months. It may take longer where tax audits, litigation or difficult asset disposals are involved.

· Filings during closure: The company must continue to file tax and social security returns on time until tax deregistration is complete. We recommend completing all tax and social security filings up to the dissolution date before starting the process, to avoid new filing obligations and penalties.

· Complex situations: Where there are unpaid debts, undisposed assets, legacy tax issues or long-overdue accounts, the workload and timeline increase significantly and will be assessed separately.

· Is the process complicated if the company relocates its registered address, increases capital, or changes directors after incorporation?

· If we chose the wrong vehicle (representative office, branch or limited company), can we convert it directly?

Want advice tailored to your company? Book a company dissolution and liquidation consultation →