Abandonment of Business in Thailand (Article 1273/1)
If the company fails to submit the financial statement three years in a row, there is a possibility that the officer might consider the company as abandoned and struck the company’s name off the record. The step of striking the company’s name off the record is seen in article 1273/1 as read:
“Where the registrar has reasonable cause to believe that a registered partnership, a limited partnership or a Thai limited company is not carrying on business or in operation, he shall send to the partnership or company by post with acknowledgement of receipt a letter inquiring whether the partnership or company is carrying on business or in operation and informing it that if an answer is not received within thirty days from the sending date thereof, a notice will be published in a newspaper with a view to striking the name of the partnership or company off the registrar
If the registrar either receives an answer from the partnerships or company to the effect that it is not carrying on business or in operation, or does not within thirty days after sending the letter to receive any answer, he may publish once at least in one of the local newspapers, and send to the partnership or company by post with acknowledgement of receipt, a notice that at the expiration of ninety days from the sending date of that notice the name of the partnership or company mentioned therein will, unless cause is shown to the contrary, be struck off the register”.
Even though the company’s name is struck off the record and the status of the company is not anymore considered as a business entity, the liability of the directors, as well as shareholders of the company, has nothing to do with this termination. In other words, even the business’s name is struck off, the directors and shareholders of the company are still liable for the liability they may have before the company’s name is getting rid of. Therefore, for instance, the creditors of the company are still able to bring the case to court for the debt over the company.
Moreover, as the company is not a juristic person anymore, the company cannot register any change or submit any change to the officer.
About the Author (Author Profile)
Sirinee Kamphaengkaew is an Attorney at Law for Siam Legal specializing in corporate law. She was educated at American University's College of Law in Washington, D.C., and at Chulalongkorn University in Bangkok. She earned a Bachelor of Law with Honors, and two Masters of Law, focusing on Business Law and Intellectual Property Law. She has been a member of the Law Society of Thailand since 2005, and is fluent in both Thai and English.