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SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
SUWANVARA LAWFIRM
SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
Business Services

Closing a Company in Thailand: Dissolution & Liquidation

Close it properly, not just stop trading

Closing a Company in Thailand: Dissolution & Liquidation
Business Services

Close it properly, not just stop trading

A company that has stopped trading but was never dissolved still owes annual filings and tax returns, and is fined when they are missed; a closure done halfway can leave tax or debts behind. We run the registration, tax, staff and accounting steps together — the resolution, dissolution, creditor notices, liquidation accounts with the auditor, tax settlement or refund — through to final registration and the return of funds to shareholders.

What we cover

Shareholders' resolution to dissolve and appointment of the liquidator
Registering the dissolution, publishing notice and notifying creditors
Revenue Department notices, VAT cancellation and the tax audit
Terminating staff and paying severance correctly
Liquidation accounts, liquidator's reports and approval meetings
Final registration and return of capital to shareholders, including foreign shareholders

The sequence

Shareholders pass a special resolution to dissolve and appoint a liquidator; the dissolution is registered within the deadline; notice is published and creditors are written to; the liquidation accounts are audited and approved at a shareholders' meeting; and completion of the liquidation is registered.

Tax takes the longest

The Revenue Department must be notified of the dissolution, VAT registration cancelled and final returns filed. The Revenue Department often reviews earlier years before closing the file, and companies with pending refunds or untidy books take longer. We prepare the file before the review is called.

Staff and open contracts

Employees are terminated and paid severance in full according to service, Social Security is notified, and leases, service contracts and licences still binding the company are ended. Anything left open keeps the liquidation from finishing.

Leaving it dormant does not help

A company that stops filing for years may be struck off by the Registrar, but unpaid tax and fines remain, and an interested party can still ask the court to restore it to the register. A completed dissolution is the safer end.

Foreign shareholders

Once debts are paid, the liquidator returns capital and any surplus to shareholders. Foreign shareholders can remit funds abroad through a bank, with withholding tax on the part that exceeds capital. We sequence the payments so the money leaves correctly.

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Talk to us about this+66 92 254 2045

Frequently asked questions about Company Closure & Liquidation

6 questions answered

Usually several months: there is a waiting period after the creditor notice, the liquidation accounts need an audit, and the Revenue Department often reviews the file. Companies with clean books and no debts move faster.
You can, but the company still owes annual filings and tax returns. Missed filings accumulate fines, and the Registrar may strike the company off — which does not make outstanding liabilities disappear. A proper dissolution is usually the better deal.
Yes, if its assets cover all its debts. If they do not, the liquidator has to consider bankruptcy or another route, so we assess this before starting.
Yes. Accounts during liquidation must be audited and certified by a licensed auditor, just like annual statements. Our accounting team closes them and coordinates the auditor.
The directors, unless the articles or a shareholders' meeting appoint someone else. The liquidator collects assets, pays debts and reports progress, and is liable for failing in those duties.
Only as far as the liquidation requires — selling remaining stock or collecting receivables, for example — not taking on new work as a going concern.

Further reading

Business Law
When a Thai Company Can No Longer Pay Its Debts: Rehabilitation, Restructuring or Closure

A company that is falling behind has more options before it runs out of cash than after. Negotiated restructuring, court-supervised business rehabilitation including the SME track, orderly closure, and the transactions directors should not make once the company is in trouble.

10 min readLabor Law
Restructuring or Reducing Headcount in Thailand: Planning Redundancies Without Unfair Dismissal Claims

Thai law allows a company to reduce its workforce for genuine business reasons, but the Labour Court looks at why, who was chosen and how. Selection criteria, notice, the special rules when machinery or technology replaces jobs, voluntary separation schemes, and the protected groups to check first.

10 min readLabour Law Guide
How Much Severance Pay Am I Owed in Thailand? Employee Rights Guide 2026

Suddenly terminated? Learn what severance pay, payment in lieu of notice, and unfair-dismissal compensation you may be entitled to under Thai labour law — and how to claim through the Labour Court. By a Khon Kaen law firm with 40 years of experience.

11 min read

Other business services

Company & Corporate Registration
Company formation, changes to directors/capital/address/objectives, dissolution, and full DBD paperwork — handled end-to-end by a team that sees it through.
Accounting & Monthly Tax
Monthly bookkeeping, tax filing (withholding & VAT), annual financial statements, payroll, and social security — all in one place, right after we register your company.
Business License Applications
Industry-specific licenses — restaurants, food sale/storage, hotels, import-export, FDA, and e-commerce — with documents prepared and agencies coordinated for you.
Contract Drafting & Document Review
Draft and review business contracts of every kind — employment, NDAs, services, sale, lease — plus website T&Cs/privacy policies and demand letters, to prevent disputes before they start.
Notarial Services & Certified Translation
Notarial Services Attorney certification of signatures and documents, certified translation, and embassy/consular liaison — for use at home and abroad.
Employer Labour-Law Compliance & HR Advisory
Employment contracts and work rules that hold up, a documented discipline-and-termination process, and a standing labour adviser your HR team can call before they act — not after.
Work Permit & Visa Processing Service
Work permits and business visas filed and renewed end to end — company eligibility checked first, employer paperwork prepared, 90-day reporting handled, and clean cancellation when staff leave.
Retained Corporate Legal Counsel
A named lawyer on monthly retainer — reviewing the contracts you use, answering day-to-day questions, issuing demand letters, and settling disputes before they reach court.
Customs & Cross-Border Trade Compliance
Tariff classification and customs valuation, responding to post-clearance audits, challenging retrospective duty assessments, and claiming the privileges you are entitled to.
PDPA Compliance & Data Protection
Find out where the organisation is actually exposed, then put the documents and procedures in place — policies, consents, processing records, processor contracts, data-subject requests, and breach response.
Demand Letters for Unpaid Debts
A lawyer-issued demand letter setting a deadline to pay — putting the debtor formally in default, building the evidence you will need in court, and staying inside what the law on debt collection allows.
Legal Notices & Cease-and-Desist Letters
Lawyer-issued notices that terminate a contract, require a property to be vacated, demand an infringement stop, or set a deadline to cure a breach — plus replies to notices you have received.
Factory Setup in Thailand
The legal sequence for a new plant — investment route and site, land and lease diligence, building and factory licensing, machinery import, and work permits for the team that installs and runs it.
Family Business & Succession
Family constitutions, holding-company structures, shareholders' agreements between family members, and a plan for passing shares and management to the next generation — with what the family agrees written into documents Thai law will actually enforce.
Business Plans & Feasibility Studies
Business plans and financial projections for bank loans, BOI promotion applications, Foreign Business Licence applications, investors and partners, and project feasibility studies — written by the same team that prepares the legal documents.
Thai FDA Product Registration
Thai FDA registrations and notifications for food, supplements, cosmetics and medical devices, made in Thailand or imported — with a clear decision on who holds the licence, so the brand is not tied to a factory or importer.
Trademark Registration
Clearance searches, choice of classes, filing, responses to the Registrar, oppositions and renewals — plus international filings through the Madrid system.
Joint Ventures & Shareholders' Agreements
Structuring joint ventures between Thai and foreign partners, drafting joint venture and shareholders' agreements, forming the JV company, and agreeing the way out if partners disagree or part ways.
Asset Tracing & Judgment Enforcement
Tracing a debtor's assets before suing to judge whether the claim is worth pursuing, interim seizure when assets are being moved, and enforcement of judgments through seizure, attachment and auction — for business and foreign creditors.
Franchising
Franchise systems for brand owners — franchise agreements, disclosure documents, trademark registration and licence recording — and pre-signing review for franchisees, with the branch economics checked, not just the contract.
Corporate Secretarial Services
Keeping a Thai company's annual obligations complete and on time — shareholder meetings, minutes, the shareholder list, filing financial statements and registering changes — especially for companies with directors or shareholders abroad.
Buying & Selling a Business
Due diligence before you buy, a view on whether the price or key money is worth it, sale or takeover agreements, and the transfer of leases, licences and staff — for buyers and sellers.
Buying Property at Court Auction
Checks before you bid on a house, land or condo unit at a court auction — title, encumbrances, occupants and unpaid common fees — and the work after you win, through transfer of title and removal of anyone still in the property.
Employment Contracts, Salary Structures & Employee Handbooks
A complete set of HR documents for Thai companies: employment contracts by role, a salary structure that holds up legally and financially, work rules, and an employee handbook that agrees with them.
Migrant Worker Compliance for Employers (MOU Workers)
The employer's legal side of hiring workers from Myanmar, Laos and Cambodia under the MOU system: file checks, contracts, hiring and exit notices, renewals, changes of employer and inspections — alongside licensed recruitment agencies.
Employee Misconduct & Fraud Investigations
When an employee is suspected of fraud or serious misconduct: preserving evidence, a fact-finding process under the work rules, a properly founded disciplinary decision, a criminal complaint, and recovering the money.
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