How to Close a Company in Thailand: Dissolution and Liquidation Step by Step

Closing a Thai limited company takes two legal stages:

1. Dissolution: the decision to close, registered with the DBD.
2. Liquidation: collecting assets, paying debts and taxes, distributing what is left, and registering completion.

For a clean company the whole process typically takes 3–6 months. If the Revenue Department audits, it can take a year or more.

A company that simply stops filing does not disappear. The DBD can strike it off as defunct, but directors and shareholders remain exposed to fines, back taxes and personal liability for some debts. Closing properly is cheaper in the long run.

1. Before you start: pre-closure checklist#

• [ ] All monthly tax filings up to date: PND.1/3/53/54, PP.30
• [ ] Last audited financial statements filed with the DBD; last PND.50 filed
• [ ] Employees terminated lawfully, with severance paid (see our payroll guide); SSO notified
• [ ] Work permits cancelled and visas adjusted for foreign staff
• [ ] Leases terminated and deposits recovered
• [ ] Licences (FBL, BOI, sector licences) noted for cancellation
• [ ] Bank accounts kept open until liquidation completes
• [ ] Customer and supplier balances settled or listed

2. Step-by-step process#

The single-day dissolution and liquidation route#

For a company with no assets and no debts, the DBD allows dissolution and completion of liquidation to be registered on the same day, after the newspaper notice and creditor letters have been handled. In practice the RD's tax clearance is still the bottleneck.

3. Taxes on closing#

• Closing accounts. An audited balance sheet as at the dissolution date, and a final PND.50 for the period to that date (within 150 days).
• Gains on asset sales during liquidation are taxable at the normal CIT rate.
• Distributions to shareholders above paid-up capital are treated as dividends, subject to 10% WHT, which the liquidator withholds and files.
• VAT. On deregistration, remaining stock and assets on which input VAT was claimed are treated as deemed sales, and output VAT is due. The RD typically audits VAT-registered companies on deregistration. Plan 3–12 months for this.
• Director loans. Settle them, or formally waive them. A waiver may create taxable income for the company.

4. Fees and costs#

Typical all-in budget for a small, clean, VAT-registered company: about 80,000–250,000 THB.

5. Worked example#

A small consulting company, VAT-registered, with 2 staff, December year-end, decides to close in June 2026.

1. June. Staff are given notice and paid severance; the SSO is notified. Work permits are cancelled.
2. 10 July. EGM passes the special resolution and appoints a liquidator. EGM notices went out on 25 June.
3. By 24 July. Dissolution is registered with the DBD, with the newspaper notice and creditor letters within 14 days. VAT deregistration (Por Por 08) is filed.
4. August–October. The closing audit as at 10 July is completed and PND.50 filed. The RD's VAT audit reviews 2 years of PP.30 and tax invoices.
5. October. The liquidator collects the last receivables, pays creditors, withholds 10% on the excess distribution and pays shareholders. A 3-month report is filed with the DBD.
6. November. Final meeting; completion registered within 14 days.

Total time: about 5 months.

6. If you cannot locate creditors or the RD audit drags on#

• The liquidator can deposit amounts owed to unknown creditors and complete the process.
• A long RD audit means quarterly reports continue. Keep the bank account open and keep a small reserve.
• If liabilities exceed assets, the liquidator must apply to the court for bankruptcy (CCC s.1266). Directors cannot simply dissolve an insolvent company.

7. BOI, FBL and other licences#

• BOI. Notify the BOI and cancel the promotion certificate. Machinery imported duty-free may require payment of import duties or re-export.
• FBL. Return the licence to the DBD.
• Other licences (e.g. food, tour, import/export cards): cancel each with its issuing agency.

8. Alternatives to closing#

• Sell the company. Buyers sometimes want a clean, older company with filing history and a bank account. A share transfer keeps the entity alive:
• stamp duty of 0.1% of the share value;
• an updated shareholder register and Bor Or Jor 5;
• CIT or PIT on any gain for the seller. Due diligence and a clean audit trail are essential.
• Make it dormant. You can keep the company with no activity. It still needs a bookkeeper, a CPA audit, an AGM, DBD e-Filing and PND.50 every year, about 10,000–25,000 THB/year. This makes sense only if you plan to restart within a year or two.
• Merge into an affiliate. For groups, an amalgamation or entire business transfer (EBT) can move the business into another Thai company with tax-neutral treatment if RD conditions are met. Then the empty company is dissolved.

9. Practical tips from liquidations we have seen#

• Start the tax clean-up before the EGM. File missing returns and correct VAT errors, so the RD audit after deregistration finds little.
• Collect all tax invoices and payment evidence for 2–5 years. The RD will ask for them.
• Keep a director in Thailand, or give a power of attorney to the liquidator. Many steps need wet signatures.
• Budget a cash reserve. Expect final tax, audit fees and the liquidator's fees.
• Tell customers and suppliers in writing. Give the closing date and the liquidator's contact details, so claims and payments come to the right person.
• Keep the registered address and mail handling active until completion. Creditor claims and RD letters still arrive there.
• Close the bank account last, after the final distribution and completion registration.

Frequently asked questions#

How long does it take to close a Thai company? Typically 3–6 months for a clean company. Allow longer if the RD audits the VAT records.

What does it cost? DBD fees are only 500 THB for dissolution and 500 THB for completion. Total costs with the audit, newspaper notices and professional fees are usually 80,000–250,000 THB for a small company.

Can I just stop filing and let the company be struck off? That is not recommended. Fines accumulate, directors can be fined personally, back taxes remain, and a struck-off company can be restored on application by creditors.

Do I need to keep the bank account open? Yes, until liquidation is complete. The liquidator needs it to collect receivables, pay creditors and distribute the remainder.

How long must records be kept after closing? Within 14 days of registering completion, the liquidator deposits the books and documents with the Registrar, which keeps them for 10 years (CCC s.1271). Keep your own copies as well.

Can a foreigner be the liquidator? Generally yes, but the liquidator must deal with Thai authorities and documents. Most companies appoint a Thai lawyer or accountant.

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Related guides#

• Accounting and Audit Requirements for Thai Companies
• VAT Registration in Thailand: The 1.8M THB Threshold, PP.30 Filing and Tax Invoices
• Corporate Income Tax in Thailand: Rates, SME Rates, Filing Deadlines
• Payroll and Social Security in Thailand: Employer Guide