Q1: Juristic Company had notified the company’s dissolution to registrar of DBD, Ministry of Commerce on November 15, 2015 but registrar issued the certificate specifying that the registration of the company’s dissolution was accepted on September 9, 2016, 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)

• To file application letter for dissolution of the approval for BOI’s project along with copy of approval BOI’s certificate.
• BOI will check the usage right of Machine/ Raw Material/ Income Tax
• In case of having liable tax on Machine/ Raw Material/ Income Tax, that liable tax needs to be submitted first.
• When completion of clean up all kinds of liable tax, the BOI will give approval for dissolution.
• 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 2016, til now (June 2017) we did not have any income yet, only the loss, we are liable to report to the Revenue Department for the first year?

– Is the accounting period can be ended after December 2016 since the company had registered the accounting period on December of every year and we decide to close company now?

Q5:

5.1 – We has a bank balance of Baht 10,080 in its books. Is the bank closure also forms part of your service when doing the liquidation?

Panwa: To close bank account is not including in above package, but if needed by you, we also can propose by 2 options as below;

a. We can arrange all paper and your director bring to bank by themselves, the fee is Baht 2,000.

b. We can arrange all peper and our team will support at the Bank too, the fee is Baht 5,000.

5.2 – If yes, are the Directors required to be present when closing the bank as well?Panwa: Yes, of course all bank signatory (signatory director) must be physically present at bank when closing the banks.

5.3 – Would it be better to close the bank first before we proceed with the liquidation?

Panwa: Yes, better to minimize the account to be clousre before start to process the liquidation.

Q6: If our company already close, do we need to still filing the VAT every month?

Panwa: Yes, until the tax officer issue the VAT cancellation letter

Q7: The company was registered last 2018 and did not file any financial statements to both DBD and RD. Moreover, last July 2019, the company was registered for close already. For this case, we are not sure if company need to pay any delayed penalties.

Panwa: Yes, company need to pay delayed penalties at RD only, which are:

1. Baht 2,000 – penalty for delayed financial statements at RD
2. Baht 2,000 – penalty for delayed tax form, PND. 50 at RD
   Totaling Baht 4,000

For DBD, there is no penalty, due to company was already registered for close.

Q8: The company had already registered for close at DBD, but the step of company dissolution is unable to finished within due date of 3 months (after the date of closing company register), what should the company do?

Panwa: The company has to report the liquidation (Lor. Chor. 3) to the DBD Registration office every 3 months, if not so your company has to pay penalty of Baht 2,000 for every 3 months. Anyway there is not limit of time for Lor.Chor.3 filing of every 3 months.

Q9: I would like to find out if you can temporarily close a thai limited company with foreigner as director. Close for 3 months and then re-open?

Panwa: No need to do for temporarily close a Thai limited company due to Ministry of Commerce and Revenue Department are not allow for that step, depend on you for VAT you can send the letter to inform Tax Authority in your area that you will stop business activities but even tough the letter is submitted you company still file monthly VAT too.

Q10: I have had a company for less than one year (about 9 months) and have filed all the paperwork til now. I have also had a work permit and one Thai staff. The company has never had any revenue or business activity of any kind. Now the firm that set up the company wants 80,000 Baht to shut it down. I am wondering if I simply stop submitting paperwork to the government and don’t have any company activity if in three years the company will go defunct and I can avoid paying the 80,000 Baht. Or will I have some problems being in Thailand as a Director in a company that doesn’t file paperwork?Panwa: Your way to leave th company is not good, you may found the police summon letter and its penalty if the financial statement be not submit and also some fine from tax return for un-submission so better to clean up the company and find the good and cheap provider to close it.

Firstly, you have to close social security fund, bank account and other related to this company also you have to clear up all liabilities of the company (return your work permit) and etc, so that your can reduce your current cost and will easier when step of closing down the company.