Company Liquidation: Closing a Thai Limited Company
In the previous articles, we addressed the legal bases provided by the Civil and Commercial Code, passing a special resolution, and actual procedure for registering the dissolution of a Thai company. In this last series about closing a Thai Limited Company, we will explain the last stage in the process, which is company liquidation. Liquidation refers to that part of the process whereby the company’s debts and affairs are settled and its assets are distributed.
Once the D.B.D. has registered the dissolution of the company and the appointment of the directors, the liquidators must, as soon as possible, prepare a balance sheet and have it certified by an auditor and thereafter summon a general meeting of the shareholders.
Although the company has now been dissolved, the Thai Civil and Commercial Code makes clear in Section 1248 that the general meeting would be the same as one that would be held if the company were still extant. Therefore, the liquidators must publish a notification in the newspaper and send a notice to the shareholders no later than seven days before the scheduled date of the meeting.
The business of the meeting will be for the shareholders to confirm the balance sheet and to authorize the liquidation to proceed. The liquidators generally have the authority to take any actions necessary to settle the affairs of the company, such as selling the company’s assets, filing any lawsuits, or carrying on business insofar as it may be necessary. During the liquidation process, the liquidators must file a report every three months with the D.B.D. The reports must contain a current accounting of the liquidation process and they will be kept open for inspection by shareholders and creditors.
Once the company’s assets have been completely liquidated, the liquidators must prepare a final accounting of the liquidation and summon a final general meeting of the shareholders by publishing a notice in the local newspaper and mailing a notice to the shareholders no later than seven days before the scheduled date of the meeting. The business of this final meeting will be for the shareholders to approve the final account prepared by the liquidators. The liquidators must then register the completion of the liquidation with the D.B.D. within fourteen days of the meeting. The D.B.D. fees are 400 baht to register the completion of the liquidation and 120 baht to issue a certificate that the liquidation has been completed.
Finally, the Civil and Commercial Code requires that the books, accounts, and documents of the company be deposited at the D.B.D. within the aforementioned fourteen-day deadline and that such documents shall be open for public inspection for ten years.
If you have questions related to closing a Thai Limited Company, please feel free to contact us.
Category: Business in Thailand, Company Law
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Siam Legal is an international law firm with experienced lawyers, attorneys, and solicitors both in Thailand law and international law. This Thailand law firm offers comprehensive legal services in Thailand to both local and foreign clients for Litigation such as civil & criminal cases, labor disputes, commercial cases, divorce, adoption, extradition, fraud, and drug cases. Other legal expertise of the law firm varied in cases involving corporate law such as company registration & Thailand BOI, family law, property law, and private investigation.
