Company closure support
Company Dissolution & Liquidation Services in Thailand
Closing a Thai company involves more than registering its dissolution. Accounting, tax, assets, liabilities and corporate matters may still need attention during liquidation. WMC handles the accounting, tax and corporate work included in the agreed scope.
- Service area
- Changes and closing
- Related services
Contents
Dissolution and Liquidation Are Different Stages
A Thai private limited company normally has a formal closure sequence. Registering dissolution starts that process; it is not the same as completing the liquidation.
Dissolution
Registration of dissolution places the company into the formal closure process. The company does not simply disappear or cease to exist for every purpose on that date.
Liquidation
During liquidation, the company's remaining matters need to be dealt with. This may include:
- Accounting records and remaining transactions
- Assets, liabilities and creditors
- Tax obligations and payments
- Receivables, payables and company expenses
- Liquidation schedules and corporate documentation
Completion of Liquidation
Completion of liquidation is a separate stage from the initial registration of dissolution. The Department of Business Development guidance on company dissolution and liquidation describes the company as continuing for liquidation purposes until the remaining matters have been dealt with and completion is registered.
Closure is not just a filing
Stopping business activity does not, by itself, close the company's accounting, tax or corporate position. The current records and outstanding balances should be reviewed before the closure work is defined.
What Should Be Reviewed Before Dissolution
Before starting the closure process, we review the company’s current position. Our legal team handles matters that need legal interpretation.
- Corporate status
Current registration, directors, shareholders, registered office, corporate documents and relevant licences or registrations. - Accounting
Latest financial statements, trial balance, general ledger, bank reconciliations, accounting backlog and incomplete periods. - Tax
Corporate income tax filings, VAT status, withholding tax, payroll-related tax where relevant and outstanding filings. - Financial position
Bank accounts, receivables, payables, shareholder balances, loans, intercompany accounts, deposits, fixed assets and inventory. - Other obligations
Employees, creditors, suppliers and contracts where they remain relevant to the closure work.
Accounting Review Before Closure
The company should understand whether its accounting is sufficiently complete for the closure process. Potential issues include:
- Missing accounting periods
- Unreconciled bank accounts
- Unsupported balances
- Outstanding financial statements
- Missing invoices or receipts
- Inconsistencies between accounting and tax filings
- Unresolved director or shareholder balances
A company does not necessarily need a separate accounting cleanup engagement simply because it is closing. WMC first reviews the available records and identifies whether historical work is required. Where needed, see accounting cleanup for incomplete or overdue records.
Records determine the scope
Missing evidence can limit what we can confirm or reconstruct. We distinguish supported balances from items that need further information.
Corporate Income Tax at Dissolution
Registered dissolution has corporate income tax consequences. Under Revenue Department — Revenue Code Section 72, the liquidator and manager jointly notify an assessment official about the dissolution within 15 days from the date an official registers it.
For tax calculation, the registered dissolution date is treated as the last day of the accounting period. Section 72 also places duties and joint responsibility on the liquidator and manager in relation to filing the relevant tax return and paying tax under the applicable rules.
The company's actual tax work depends on its records, transactions, assets and filing history. WMC can prepare or coordinate tax work within the agreed engagement.
VAT Registration During Company Closure
Registration of dissolution with the DBD and termination of VAT registration are not necessarily the same event. A company registered for VAT should consider the cessation procedure separately.
Revenue Department — Revenue Code Section 85/15 states that a registered operator which stops business must notify the cessation at the place where it is registered for VAT within 15 days from the date it stopped business. Section 85/18 addresses the operator's responsibility as a registered operator until the Director-General orders removal from the VAT register.
Revenue Department Order P.66/2539 on business cessation for VAT purposes also addresses VAT treatment during the period after cessation is notified. The practical point is that VAT filings, invoices, assets and remaining transactions should be reviewed rather than assumed to end automatically at DBD dissolution.
Check VAT separately
VAT status, cessation filings and remaining transactions should be reviewed against the company's actual registration and operating position.
Accounting During the Liquidation Period
Accounting work may continue after registered dissolution. The company may still have receipts, payments and balances to record before completion of liquidation.
- Collection of receivables
- Settlement of payables and liquidation expenses
- Disposal of assets
- Bank transactions and tax payments
- Other settlement transactions
- Final accounting adjustments and schedules
Not every company follows the same pattern
The accounting work required depends on the company’s remaining assets, liabilities, transactions and available records.
Working with the Liquidator
The appointed liquidator handles the company's affairs for the purposes of liquidation. WMC does not automatically become the liquidator.
Within the agreed scope, WMC may support the appointed liquidator with:
- Accounting records and outstanding-balance schedules
- Tax filings and tax information
- Corporate documentation
- Coordination with the independent auditor or appointed CPA
- DBD-related documentation and registration support
Where legal interpretation is involved, WMC's legal team supports the review. Disputes and representation may be handled as a separate matter.
Assets and Liabilities Before Final Closure
Remaining balances should be understood and dealt with during liquidation. Common items include:
- Assets
Cash, bank balances, accounts receivable, deposits, inventory, fixed assets and other recoverable amounts. - Liabilities
Suppliers, loans, unpaid expenses, taxes, shareholder balances, intercompany balances and other creditors.
Facts matter
The accounting and tax treatment depends on the nature of each item and the company’s circumstances. We review the facts before advising how an asset may be distributed or a balance treated for tax.
Employees, Creditors and Other Obligations
Employees, creditors and other outstanding obligations should be identified before final closure. The review may include:
- Unpaid salary and employee-related filings
- Social security matters
- Suppliers, loans and deposits
- Tax liabilities and intercompany balances
- Disputed or unsupported obligations
Employment disputes, creditor disputes or other legal matters may require separate legal advice.
Closing a Company with Foreign Shareholders
Foreign-owned companies may need to consider overseas directors, foreign shareholders, parent-company reporting, intercompany balances, shareholder loans and documents signed outside Thailand. Signing, notarisation or legalisation requirements should be confirmed based on the particular document, jurisdiction and filing method.
WMC provides the accounting, tax and corporate-support work for a dissolution. For companies that report to an overseas parent, see accounting and reporting where the wider group context is relevant.
Closing a Dormant Company
A company with little or no current business activity may still have accounting, tax and corporate obligations from prior periods. Before starting the closure process, WMC can review the available records and identify outstanding matters that may need to be addressed.
- Missing financial statements
- Outstanding tax returns
- Dormant bank accounts
- Remaining shareholder balances
- Old receivables or payables
- Accounting records that are not updated
- VAT registration that is still active
Dormant does not mean exempt
Limited current activity does not confirm that earlier accounting, tax and corporate obligations have been met.
How WMC Supports the Process
- Initial Status Review
Review available company information, accounting status, tax registrations, financial position and outstanding matters. - Accounting Preparation
Prepare or review accounting information required within the agreed scope. - Tax Compliance
Prepare or coordinate relevant tax work within the agreed engagement. - Corporate Documentation
Support DBD-related corporate documents and registrations within WMC's service scope. - Liquidation Accounting Support
Support the appointed liquidator with accounting records, schedules and tax information during liquidation. - Finalisation Support
Prepare or coordinate accounting, tax and corporate information required for the completion stage within the agreed scope.
How the Engagement Starts
- 01
Review the Current Position
Understand registration, accounting, tax status, assets, liabilities, employees, creditors and outstanding filings.
- 02
Identify Outstanding Matters
Determine what should be dealt with before or during dissolution.
- 03
Agree the Scope
Separate accounting, tax, corporate, audit and legal involvement where required.
- 04
Support the Closure Work
Carry out the agreed WMC scope and coordinate relevant information.
- 05
Support Final Closure
Assist with the agreed accounting, tax and corporate steps for completion of liquidation.
How Long Does Company Liquidation Take?
Timing depends on the accounting records, tax registrations, outstanding assets and liabilities, available documents, and any additional audit, tax or legal work. We can assess the likely timeframe after reviewing the company’s position.
Official References
FAQ
Frequently Asked Questions
Is company dissolution the same as liquidation?
No. Registration of dissolution starts the formal closure process. Liquidation deals with the company's remaining assets, liabilities, tax matters and documentation, while completion of liquidation is a separate stage.
Can a dormant company be closed in Thailand?
A dormant company may enter the closure process, but its prior accounting, tax and corporate matters should be reviewed first. Little current activity does not by itself show that all obligations have been completed.
Does a company still have tax obligations after dissolution?
Tax obligations do not necessarily disappear at registered dissolution. Section 72 of the Revenue Code addresses the dissolution date, notification and tax filing responsibilities, while the company's specific position depends on its facts and registrations.
What happens to VAT when a company closes?
DBD dissolution and VAT cessation should be considered separately. Section 85/15, Section 85/18 and Revenue Department Order P.66/2539 address notification and continuing VAT responsibilities based on the operator's registration and circumstances.
Can WMC help if the company has overdue accounting?
Yes. WMC can review the records and determine whether separate historical accounting work is required before or during the closure process.
Can WMC support a foreign-owned company?
Yes, within WMC's accounting, tax and corporate-support scope. The review can include overseas management reporting, shareholder loans and intercompany information where relevant.
How long does liquidation take?
Timing depends on the accounting records, tax registrations, assets, liabilities, outstanding matters and any additional audit, tax or legal work. A useful assessment requires an initial review.
Can we close the bank account immediately after dissolution?
The company may still need a bank account for liquidation-related receipts and payments. The timing should be considered together with the liquidator, remaining transactions and the bank's requirements.
Does WMC provide legal services for company liquidation?
WMC provides accounting, tax and corporate-support services, and its legal team supports matters that need legal interpretation. Dispute resolution and representation may be handled as a separate matter.
Planning to Close a Company in Thailand?
Tell us the company's current accounting, tax and operating status. WMC can review the available information and help define the accounting, tax and corporate work required for the closure process.