Liquidating a company in Thailand is a statutory process under sections 1236 to 1273 of the Civil and Commercial Code. A Thai limited company ends in two stages: a ground for dissolution occurs, and a liquidator then settles its affairs and registers the completion. This guide sets out each stage, the section that governs it and the periods the Code states.
Related reading: the registered capital reduction in Thailand guide covers the creditor notice procedure, and the registered capital increase in Thailand guide covers the opposite step.
Status note, 3 October 2026: this article describes the Civil and Commercial Code provisions in force, read against the Thai text and cross-checked with published guidance. It is general information, not advice on a specific company. Confirm current filing practice with the Department of Business Development and the Revenue Department before acting.
What does liquidating a company in Thailand involve?
Liquidating a company in Thailand means appointing a liquidator who completes the company’s business, collects what is owed, pays the creditors and distributes any remainder to the shareholders. Sections 1249 and 1250 set this out. The company remains in existence throughout, and it ends only when the completed liquidation is registered.
Dissolution and liquidation are separate events. Dissolution is the ground that ends the company’s business under section 1236 or 1237. Liquidation is the process that follows, and section 1249 keeps the company in existence until that process is finished.
Which grounds dissolve a Thai limited company?
A Thai limited company is dissolved on one of five grounds in section 1236, or by court order on one of the grounds in section 1237. The first route follows from the company’s own constitution or a shareholder decision. The second route needs a court judgment.
| Route | Ground | Section |
|---|---|---|
| Automatic | A circumstance named in the articles occurs | 1236(1) |
| Automatic | A fixed term expires | 1236(2) |
| Automatic | The single purpose for which the company was formed is completed | 1236(3) |
| Shareholders | Special resolution to dissolve | 1236(4) |
| Bankruptcy | The company is declared bankrupt | 1236(5) |
| Court order | Defects in filing or holding the statutory meeting | 1237(1) |
| Court order | Business not begun within one year of registration, or suspended for one year | 1237(2) |
| Court order | Continuing losses with no prospect of recovery | 1237(3) |
| Court order | The number of shareholders falls below the minimum the Code requires | 1237(4) |
| Court order | Other circumstances prevent the company continuing | 1237(5) |
Published summaries describe the shareholder-number ground in section 1237(4) differently. One reads it as a fall to a single shareholder, another as a fall below two. Read the current Thai text of that paragraph before relying on it.
How does the shareholders’ special resolution work?
Liquidating a company in Thailand by shareholder decision needs a special resolution under section 1236(4). Section 1194 defines that resolution as a majority of at least three quarters of the total votes of the shareholders who are present and entitled to vote. The company’s articles may add further requirements.
The meeting itself follows the Code’s general rules on shareholder meetings. Section 1273 applies sections 1172 to 1193, 1195 and 1207 to the meetings held during liquidation. A foreign parent that holds below the three-quarter threshold alone therefore needs the votes of other shareholders present to pass the resolution.
What must the liquidator do in the first fourteen days?
When liquidating a company in Thailand, three obligations carry a fourteen-day period under the Code. The liquidator must publish a notice, write to the known creditors by registered letter, and register the dissolution with the names of the liquidators. Sections 1253 and 1254 set these out. A separate Revenue Code notice runs alongside them.
| Step | Source | Period and start point |
|---|---|---|
| Publish notice of dissolution in a local newspaper | CCC s.1253(1) | 14 days from dissolution |
| Send registered letters to known creditors asking for claims | CCC s.1253(2) | 14 days from dissolution |
| Register the dissolution, naming all liquidators | CCC s.1254 | 14 days |
| Register a change of liquidator | CCC s.1258 | 14 days |
| Notify the tax assessor of the dissolution | Revenue Code s.72 | 15 days from the date the registrar accepts the registration |
Section 1251 makes the directors the liquidators unless the articles or a resolution provide otherwise. Where a company is dissolved other than by bankruptcy and no liquidator exists, the court may appoint one. Section 1252 leaves the liquidator with the powers the former office held.
What does the liquidator do during the liquidation?
When liquidating a company in Thailand, the liquidator prepares a balance sheet, has it audited, and presents it to a general meeting. The liquidator then collects debts, pays creditors and reports to the registrar. Sections 1255 to 1269 set out these duties, and each stage has its own section.
- The liquidator prepares the balance sheet promptly and submits it to the auditor, then convenes the general meeting (s.1255). The meeting confirms or replaces the liquidators and approves the accounts (s.1256).
- The liquidator may sue and be sued, carry on the business so far as the liquidation requires, sell assets and do what is necessary (s.1259). Third parties cannot be bound by restrictions on that authority (s.1260).
- Liquidation costs are paid before other debts (s.1263). Debts that nobody claims are deposited as the law provides (s.1264).
- The liquidator may demand unpaid share capital from shareholders when it is called (s.1265).
- If the assets are insufficient once the capital is exhausted, the liquidator petitions the court to declare the company bankrupt (s.1266).
- The liquidator files a report with the registrar every three months (s.1267). If the liquidation runs beyond one year, an annual shareholders’ meeting with a detailed report is required (s.1268).
- Assets are distributed to shareholders only after all debts are covered (s.1269).
Where the assets cannot cover the debts, the process moves into bankruptcy. Our article on arbitration and insolvency in Thailand explains how those two regimes interact.
How does liquidating a company in Thailand end?
Liquidating a company in Thailand ends when the shareholders approve the final report and the completion is registered. Registration must follow within fourteen days of the approval under section 1270. The two remaining provisions deal with what comes after completion.
Books and documents are kept for ten years under section 1271. Claims fall under a two-year prescription period that runs from registration of completion, set by section 1272. Published summaries differ on which claims and which persons that section covers, so read its Thai text for the matter in hand.
Which tax steps run alongside the liquidation?
Liquidating a company in Thailand triggers separate Revenue Department obligations that the Civil and Commercial Code does not control. Section 72 of the Revenue Code requires the liquidator and the manager to notify the tax assessor within fifteen days from the date the registrar accepts the dissolution registration. Other filings follow their own rules.
- Thai commentary on section 72 treats the accounting period as closing when the dissolution is registered, and says a company with an accounting period of under twelve months in that situation files no half-year return under section 67 bis.
- For VAT, commentary states that the company remains a registered operator until the tax officer removes it from the register. It continues to file the monthly VAT return until it receives the deregistration notice.
- Published guides state a 150-day period for the corporate income tax return for the dissolution period. They differ on whether the clock starts at the dissolution date or at registration, so confirm the start point with the Revenue Department.
The Revenue Department and the Department of Business Development publish the current forms and filing channels.
How do the periods for liquidating a company in Thailand fit together?
Several periods start at different points, and they overlap. The table puts them in one sequence. It shows that the Code starts most clocks at dissolution, while the final protective period starts only when the completed liquidation is registered.
| Period | Starts | Source |
|---|---|---|
| 14 days: notices and registration of the dissolution | Dissolution | CCC ss.1253, 1254 |
| 15 days: tax assessor notice | Registrar accepts the dissolution | Revenue Code s.72 |
| 3 months: report to the registrar, repeated | Liquidation | CCC s.1267 |
| 1 year: annual meetings become required | Liquidation continues beyond a year | CCC s.1268 |
| 14 days: registration of completion | Approval of the final report | CCC s.1270 |
| 2 years: prescription period | Registration of completion | CCC s.1272 |
| 10 years: books and documents kept | Completion | CCC s.1271 |
Because section 1249 keeps the company in existence, a dissolved company still carries its filing duties until completion is registered. A foreign parent that votes to dissolve has started the clocks in the table above, and they run whether or not the liquidator has begun work.
Frequently asked questions about liquidating a company in Thailand
Does a Thai company stop existing when shareholders vote to dissolve it?
Who acts as liquidator of a Thai limited company?
What majority do shareholders need to dissolve a Thai company?
What happens if the company cannot pay its debts?
How long are the books kept after liquidation?
Winding up a Thai company
Lex Bangkok advises foreign shareholders on the dissolution resolution, the liquidator’s appointment and the filings for a Thai company. See also our guides to company registration in Thailand, share transfers and corporate restructuring, and our corporate secretarial work.