Closing - Liquidation - Dissolution Company Registration - Thailand , Bangkok and Phuket By Panwa Group of Companies

Closing Company Registration ( Liquidation of Company - Dissolution of Company Registration )

We thank you for your interest on our provided information for closing of company registration ( Liquidation of company or

Dissolution of Company), Panwa Group of Companies has supported a lot of clients for almost 10 years since the establishment of this kind of services. Below is our fee, guidelines, timeline and other information in closing a private company in Thailand:

Fee: Since the step of closing of company is very complicated, our fees will depend on 2 cases:

Case 1. Fee for closing dormant company is Baht 35,000. Please see conditions and "Provision Cost" as below:

• The above fee is valid until December 31, 2011.
• In case of sending documents to be signed outside Thailand, the above fee will have an additional charge of Baht 5,000.
• In case the delay came from your side, which will extend the time for registration more than 3 months, the above fee will have an additional charge at rate 10% per each month of delay.
• Payment condition,
  1st collection in amount of Baht 20,340 (for 50% of fee is Baht 17,500 plus actual government cost and other expenses is Baht 2,840).
  2nd collection for remaining amount when signing the financial statement for the closing period, refer to procedure step no.4 below.

  Provision Cost for closing Dormant Company provided by Panwa Group of Companies	Fee (Baht)
  Closing down registration to Moc and RD - Scope of Service refer to procedure step nos. 1,2,3,5,6,7 below (except preparation and audit of FS) - Our services include to be a representative to meet and declare company’s information to Government Sector free for 2 times.	20,000.00
  Accounting, Auditing and Corporate Income Tax (Financial statement and auditing report provided in Thai and English) *** Case of active company please let us know more information.	15,000.00
  Filing monthly VAT return (Baht XXX per month) for estimated 6 months - Can be done by your side Case of you have registered VAT and you need us to continue filing monthly VAT return on your behalf. Normally needs to do filing for approximately 6 months until the approval letter for delete out from VAT system is obtained)	?,???
  Official fee and other expenses : - Government fee .............................................................................................................. - Estimated Cost of advertisement in local newspaper (3 times) ....................................... - Estimated Postage for invitation letter of the meeting ..................................................... (Sending 2 times; local is Baht 20 each, oversea Baht 95 each in Southeast Asia zone)	1,040.00 1,500.00 300.00
  Total	37,840.00

Case 2: Our fee for registration of closing active company refer to item nos. 1,2,3,5,6,7 below (except preparation and audit of FS) is Baht 20,000 (starting rate). For preparation of financial statement and to be audited by auditor (CPA) refer to step no.3 below, our fee will be based on the actual volume of documents and according to our accounting + auditing fee starting rate is Baht XX,XXX, for the fixed fee please send us more information of your company.

Procedure and Timeline

Our procedure will be finished within 1 month, below is the sample of timeline. Assume that we have obtained information for closing company from your side by completing the "Closing Company - Enquiry Sheet" before Oct 1, 2011, so below is the simple process and timeline of closing company registration.

Timeline	Procedures
Oct 1	STEP 1. To advertise in local newspaper and sending invitation letter for a shareholders meeting To comply with the policy of Thailand, one must send an Invitation Letter for a Meeting to the Shareholders with the agenda for closing of company. The letter must be sent to the shareholders by local post (with advise of delivery) and advertise in the local newspaper. This process will be taken effect within 14 days. Please note that this step is just to comply with the policy for closing of company.
Oct 15	STEP 2. Registration for Closing of Company to the Ministry of Commerce (MOC). Once the process and all the requirements are completed, the MOC will release its confirmation of closing date of the company. The company must prepare its accounting until the confirmed closing date.
Oct 16 - 28	STEP 3. To return the VAT Certificate (P.P.20) to the Revenue Department (RD). After the confirmation of closing date from MOC is obtained, the company’s VAT PP.20 must be returned to RD. This step must be done within 15 days from the obtained closing date as referred above; the original VAT certificate must be returned. Case of any delay, penalty is Baht 2,000. Please note that the company is still responsible to submit the VAT form every month until the RD released its confirmation letter accepting the cancellation of its VAT
Oct 28	STEP 4. The company’s Financial Statements (FS) for the closing period (at Liquidation date) must be prepared and will be audited by a Thai auditor. And request the company's liquidator to sign the financial statement and Corporate Income Tax Return and other documents for step 6 below.
Nov 1	STEP 5. To file Corporate Income Tax Return (PND. 50) with enclosed FS to RD. The audited FS must be submitted to RD within 150 days from its closing date.
Nov 1	STEP 6. Registration of completion of clearance documents to MOC with enclosed FS.
Nov 2	STEP 7. To return Tax ID to RD.
	STEP 8. VAT Cancellation approval from RD As mentioned in STEP 3, the company is still responsible to submit monthly VAT return every month until RD released its acceptance letter for VAT cancellation. Normally, RD will release the said letter within or earlier than 6 months from the date that VAT certificate is returned.

Remark: Dormant Company means a company without any business activity; most of dormant company has purpose to standby for doing business.

Q & A

Q1: Juristic Company had notified the company’s dissolution to registrar of DBD, Ministry of Commerce on November 15, 2010 but registrar issued the certificate specifying that the registration of the company’s dissolution was accepted on September 9, 2005, in this case, which date was the date of dissolution?
Panwa: In case of the company’s dissolution, the date of dissolution is the date that the registration of dissolution is accepted by registrar under Section 72 of the Revenue Code.

Q2: Accounting period can be over 12 months or not?
Panwa: Accounting period over 12 months: the accounting period may be extended longer than 12 months for the case that juristic company or limited partnership is dissolved but liquidator and manager are unable to file tax return within 150 days from the last date of accounting period, and have submitted application to Director of Revenue Department within 30 days from the date that the company’s dissolution has been accepted by registrar, in this case, the Director of Revenue Department may approve the extension of period so this accounting period may be over 12 months.

Q3: My company has obtained BOI privilege and now we plan to dissolve, can it be done same as ordinary company or has further step?
Panwa: It's not the same with ordinary company, the rough step and procedures are as below:

Procedures for closing a company with promotional privileges

1. To dissolve  the certificate with BOI before doing the step of  company’s liquidation at The Ministry of Commerce (Department of Business Development)

1. To file application letter for dissolution of the approval for BOI’s project along with copy of approval BOI’s certificate.
2. BOI will check the usage right of Machine/ Raw Material/ Income Tax
3. In case of having liable tax on Machine/ Raw Material/ Income Tax, that liable tax needs to be submitted first.
4. When completion of clean up all kinds of liable tax, the BOI will give approval for dissolution.
5. BOI will do announcement for its dissolution and inform to related government sector for them to become aware on the situation.

Remark: the above requested documents are not official form therefore, the company which intents to dissolve must be created by themselves with specifying full content inside for clearness and completeness.

2. To do ordinary step of closing (dissolution) company as mentioned above (step 1 to step 7).

3. To dissolve the Foreign Business License (FBL) with Bureau of Foreign Business Administration Department of Business Development Ministry of Commerce within 15 days from closing date of registration.

• Tor.1 Form
• Declaration Letter
• Original FBL license or original of its affidavit
• Authorization letter
• Copy of ID Card or Passport, certified by owner.
• Copy of ID Card of grantee, certified by owner
• Official fee for Baht 1,000.

Q4: We registered our company (in Thailand) on April 2010, til now (January 2011) we did not have any income yet, only the loss,
- We are liable to report to the Revenue Department for the first year?
Panwa:

• CIT (corporate income tax) for your limited partnership have to file within 150 days from the end of accounting period, and also need to enclose the audited financial statement.
• Withholding tax will be filed within 7 days of the following month. (Needed to file only in the case of having withheld tax).
• VAT will be filed within 15 days of the following month (either have transaction or not, still need to file the VAT form although no transaction) thus, if you did not apply for VAT, there is no need to file its form.
• Half year tax must be filed within 2 months from the middle of accounting period, for your case is the first year is exempted by law (no need to do filing).
• *** Anyway you can learn more information about “Tax Structure in Thailand” at our website at: http://www.panwagroup.com/knowledeaccountingtax.htm

- Is the accounting period can be ended after December 2010 since the company had registered the accounting period on December of every year and we decide to close company now?

Panwa:

•  Accounting period is not allowed to be over than 12 months, for you case the company was set up on April 2010 so you can extend the accounting period up to the date before the incorporation date of your company, so the date of closing (liquidation) company can be extended up to that date also.
• Anyway if you follow our recommendation to extend the accounting period to be date before incorporation date, please be informed that some kind of registered document (incorporated documents) may be needed to re-apply for changing such as Tax ID card, VAT registration (PP.01), from my experience no need to re-apply for changing now.

Greetingf from the author, Mr. Prasert Poothong
CPA Thailand and Director of Panwa Group of Companies

Hi there Visitors and Prospected Clients,

First of all, your visit on our website especially this page “closing down company in Thailand” is very much appreciated. We do hope our information will be satisfied to you and will solve all of your queries; we try to summarize related knowledge, procedures, find the easy way and also the resolution to attain the completion of closing down company of yours here in Thailand.

The summary of procedure, timeline and knowledge for closing down company above is the rough information that can be applicable for small company size but for the medium – large size especially owned or managed by foreigner it really needs to set the plan for its liquidation (closing) and have to minimize remaining balance, clean up all problem of tax point before coming to closing period or at least closing registration date.

By the way, I can say that the closing company who is owned or managed by foreigner (or foreign company) is very complicated especially the step of checking by tax officer, although I have long experience in the field of auditing and tax advisor, I still find it confusing that some cases checked by officer using their own concept to apply tax checking is different with principal taxation law.

Before creating this webpage, as I am auditor and advisor, I’ve got a lot of queries and met many affected results from the unplanned process for closing down company and in-conversant foreigner into Thai Tax Structure and also liquidation law and  regulations especially no plan on tax and accounting before closing, some of them close business with  the effects on a huge tax amount and penalty and some still in the judicial process or leave their company (without complete of closing down registration). Whenever I heard these points, my feeling is so bad that’s why I tried  to summarize this webpage for you who have endeavor to clean up all kinds of problem for closing down company.

As I am auditor who are very conservative in publishing information and try to set framework content for you to clarify on overall structures, some content and information are hardly to disclose and explain on this publication, in case you have further information or need to know in deep details of any matters related to setting up company in Thailand, you can contact me either via email at bkk@panwa.co.th or phone +66 2 933 6121 (to 2).

Best Regards,

Mr. Prasert Poothong,
CPA Thailand, Director of Panwa Group of Companies
Personal profile
CPA License
Profile - 2011
Panwa Auditing License

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