Company Liquidation & Dissolution

Tier 1, clean dissolution, suits companies with up-to-date audited books, no disputed debts, and no open tax issues. It has the lowest fee (THB 75,000). Tier 2, cleanup before dissolution, is for companies whose books must be brought up to date first. The bookkeeping catch-up is quoted separately. Tier 3, complex wind-down, covers open tax assessments, creditor disputes, several related companies, land held by the company, or a Revenue Department audit already under way. It takes the longest, especially if a tax dispute goes further.

Two things drive the cost of Tier 2 and Tier 3, and neither is known upfront: how much work the books need, and how the Revenue Department's closing review goes (a routine check or a disputed assessment). A clean Tier 1 case and a disputed Tier 3 case can differ in cost by a factor of ten. That is why Tier 1 has a fixed fee of THB 75,000, while Tier 2 and Tier 3 get a written quote within 1 business day once you send us the details of your case.

It depends on the authorities and on the state of your company. A Tier 1 clean dissolution goes through these steps: notice to call the EGM, the special resolution (three quarters of the votes), DBD registration within 14 days, the newspaper and creditor notices, the Revenue Department closing review, the final PND 50 within 150 days, the final meeting, and the final DBD registration. Tier 2 and Tier 3 cases take longer, because the books or the open tax issues must be dealt with first.

Not until those liabilities are settled. The Revenue Department will not close the company's tax file while assessments are open. Unfiled returns, undeclared income, or disputed assessments must be resolved before the closing review can finish. This is the most common reason a Tier 1 case becomes Tier 2 partway through.

Under Section 118 of the Labor Protection Act B.E. 2541 (1998), as amended by Amendment No. 7 B.E. 2562 (2019), severance depends on length of service: under 120 days, none; 120 days to 1 year, 30 days of wages; 1 to 3 years, 90 days; 3 to 6 years, 180 days; 6 to 10 years, 240 days; 10 to 20 years, 300 days; 20 years or more, 400 days. Employees must be paid before any money goes to shareholders.

Yes. In a liquidation, property must be valued and then sold or transferred, which involves the Land Department. A condo unit may be transferred to a foreign shareholder if the building's 49% foreign ownership quota allows it; land cannot be transferred to a foreign shareholder. This is Tier 3 (complex wind-down) work and is quoted case by case.

Yes. They follow different laws and start from different situations. Liquidation under the Civil and Commercial Code (CCC) assumes the company can pay all its debts and starts voluntarily, with a shareholder resolution passed by three quarters of the votes. Bankruptcy under the Bankruptcy Act B.E. 2483 (1940) applies when a company cannot pay its debts: creditors petition the Central Bankruptcy Court, and the court appoints an Official Receiver. If your company cannot pay its creditors in full, you need bankruptcy counsel, and Plizz can refer you.

Being struck off leaves three risks in place. First, directors stay on the public DBD record and can still be pursued for unpaid tax. Second, the Revenue Department can still audit and assess the company. Third, any assets handed to shareholders were not distributed through a legal process. Striking off is not the same as dissolving the company. A full liquidation, with the final tax filings completed and the liquidation registered with the DBD, is the only way to close the company for good.

The Accounting Act B.E. 2543 (2000) requires accounting records to be kept for at least 5 years. The Revenue Department usually has 2 years from a filing to open an audit, which can extend to 5 years in some cases, and tax claims can run for up to 10 years where returns were never filed. Former directors should therefore keep the records and stay reachable for several years after the company closes. Plizz offers document storage after liquidation as an optional add-on, so the files can be retrieved if the Revenue Department sends a notice years later.