and Dissolution of a Private Limited Company:
Legal Procedural Requirements
Corporate Services Department, September 2001
through 1273 of the Civil and Commercial Code of Thailand are the applicable
provisions in the event of voluntary liquidation and dissolution of a private
limited company in Thailand by its shareholders. In accordance with the provisions,
the company shall proceed in the following order.
a Board of Directors' meeting to adopt and approve the proposed liquidation
of the company and to fix the dates for two separate General Meetings
of the shareholders to consider the issue. Any of the directors or a person
authorized by the directors may issue notices calling for such shareholders'
meetings, unless required otherwise by the Articles of Association of
the first General Meeting of the shareholders to adopt a special resolution
to liquidate and dissolve the company. A liquidator and an auditor shall
be appointed by the meeting for such purpose.
the second General Meeting of the shareholders to confirm the special
resolution adopted in the first meeting. The second meeting must be held
not less than fourteen days and not more than six weeks from the date
of the first meeting, unless a longer notice period is required by the
Articles of Association of the company.
two successive advertisements in a local newspaper announcing the liquidation
of the company to alert creditors (if any) so they can make a claim for
debts owed to them by the company.
to all creditors a letter by registered mail requesting them to file a
claim for debts owed to them by the company.
the relevant application documents together with copies of the special
resolutions with the Company and Partnership Registration Office, Commercial
Registration Department, Ministry of Commerce, within fourteen days from
the date of the second shareholders' meeting.
appointed auditor must prepare and certify the financial statements (Balance
Sheet and Accounts) as of the date of dissolution. The date of such financial
statements must be the date of the second shareholders' meeting (i.e.,
the confirming meeting).
a shareholders' meeting to approve the financial statements for submission
to the Ministry of Commerce.
a report of the liquidator every three months to the Ministry of Commerce.
This obligation shall continue until completion of the liquidation process.
the liquidator has cleared the assets and liabilities and has called on
debtors for payment of debts to the company, the liquidator must call
a final meeting of the shareholders to approve the final liquidation of
the company. The minutes of the meeting shall be submitted to the Ministry
of Commerce within fourteen days from the date of the meeting.
application to the Thai Revenue Department for liquidation of the company
and return the original Value Added Tax Certificate and original Tax Identification
Card in the name of the company.
the Revenue Department grants approval, the liquidator shall notify and
submit a copy of such approval to the Ministry of Commerce in order to
obtain final approval from the Ministry.
liquidator has the duty to deposit all the company's books of accounts
with the Registrar's office, where they shall be kept for ten years counting
from the date of final approval of the liquidation. (In practice, the
Ministry does not keep the books of accounts. Instead, it asks the liquidator
to keep the books and notify the Registrar of such fact by letter.)
process takes approximately one to two years to complete, depending on the number
of years the company had been in operation and whether its books were properly
maintained and tax returns filed as required by law.