Dissolution and Liquidation

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Dissolution and Liquidation of company, partnership
Procedures for dissolution of the company or registration of dissolution and liquidation of a company limited:

Dissolution of company or registration of dissolution and liquidation of the company
In the event that the shareholders’ meeting has a special resolution to dissolve the company, there are total 8 steps as following:

1. Provide 2 shareholders’ meetings for special resolutions to dissolve the company as follows:
First meeting:

  • There are agenda to consider about the dissolution of the company.
  • The shareholders’ meeting must vote to dissolve the company with a vote of not less than three-fourths.

Second meeting:

  • There are 3 agendas for consideration, which is to confirm the resolution to dissolve the company of the first meeting, appoint the liquidator and determine remuneration and appoint the auditor and determine remuneration.
  • The meeting must conclude to confirm the dissolution of the company not less than two-thirds, the resolution to appoint a liquidator and the auditor, including the determination of remuneration using a consensus by majority vote.
  • The second shareholders meeting must be away from the first shareholders meeting not less than 14 days and not more than 6 weeks.

2. The liquidator must announce the dissolution of the company in the local newspaper for 2 days, must notify the company dissolution to the creditors by sending letters via registration mail and must register the dissolution of the company to the Company Registrar within 14 days from the date of company dissolution.

Documents required for registration of company dissolution:
● Registration Application (Form L.Ch.1)
● Registration list (Form L.Ch.2)
● Court order to dissolve the company (In case the court ordered to dissolve)
● A copy of the minutes of the shareholders’ meeting, both times, which resolved to dissolve the company, signed by the authorized directors to certify the copy.
● A copy of the ID card of the liquidator who signed on the registration application.
● Power of Attorney (if any)
● A copy of lawyer’s card or evidence of being a member of the Thai Bar Association of certified person (if any).

3. Prepare the financial statements at the date of company dissolution and submit to the auditor to check as soon as possible.
4. When the auditor already checked the financial statements and found out that it is correct, the liquidator will call a meeting of shareholders for approval of the financial statements and consider whether the company director is the liquidator or will appoint a new liquidator.
5. The liquidator must proceed the liquidation by collecting assets, informing the shareholders to pay for the shares, sell assets, informing debtors to pay debts, pay debts to creditors, reimbursement of advances and expenses that the company directors have paid for the business on behalf of the company, if there are assets left, should return the capital to shareholders (In the case of liquidation, it appears that the property is not sufficient to pay the debt, the liquidator should request the court for the court to order a company to be bankrupt).
6. In the case that the liquidation is not completed, the liquidator must prepare a liquidation report (Form L.Ch.3) submit to the registrar every 3 months and in the case the liquidation is not completed for more than 1 year, the liquidator must arrange a shareholders meeting at the end of every year, to report the possibility of liquidation.
7. Once the liquidation process is completed, the liquidator must hold a shareholders’ meeting to approve the liquidation results report.
8. When the shareholders’ meeting has approved, the liquidator must complete the registration of liquidation to the Registrar within 14 days from the date of the meeting that the liquidation is approved.

Documents required to complete the registration of liquidation:
● Registration Application (Form L.Ch.1)
● Registration List (Form L.Ch.2)
● Liquidation report (Form L.Ch.3) with supporting documents
● Account details and documents (Form L.Ch.6)
● A copy of the identity card of the liquidator who signed in the registration application
● A copy of lawyer card or proof of membership
● Certificate of audit of the Revenue Department
● Power of Attorney (if any)

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