Closing a Thai Limited Company: Special Resolution and Actual Procedure

In the previous article, we addressed the legal bases provided by the Civil and Commercial Code for dissolving a Thai Limited company. In this article, we will turn our attention to the most common basis, which is dissolving a Thai company through passing a special resolution as well as discuss the actual procedure for registering the dissolution of a Thai company.

If the shareholders voluntarily choose to close their company, then they may pass a special resolution. In order to pass a special resolution lawfully, the company must follow the formalities specified in the Civil and Commercial Code.

In order to pass a special resolution, the directors must summon a general meeting of the shareholders. A notice of the meeting must be published at least once in a local newspaper no later than seven days before the scheduled date. Furthermore, for any general meeting to pass a special resolution, notifications must be sent by registered mail to all the shareholders at least fourteen days before the scheduled date. A majority vote of no less than three-fourths of the total shareholders attending the meeting and eligible to vote must be obtained in order to pass the resolution. Shareholders representing one-fourth of the capital of the company must be present to constitute a quorum.

Once the company has been dissolved, the company directors now become the company liquidators, unless the company regulations provide otherwise or the company was dissolved by bankruptcy. The liquidators must publish a notification in the local newspaper within fourteen days announcing that the company has been dissolved and that any creditors must send demands for payments to the liquidators. Furthermore, notifications by registered mail must also be sent to each creditor individually within fourteen days of dissolution.

The liquidators must also proceed to register the company dissolution and the appointment of the liquidators with the Department of Business Development (D.B.D.) within fourteen days of the company dissolution. Once the registration is complete, the DBD will issue an affidavit confirming the company’s dissolution and the appointment of the liquidators. The DBD fees are 400 baht to perform the registration and 120 baht for a certified copy of the affidavit. However, even once the company has been dissolved, it is still considered to exist for the purposes of liquidation and will not be completely closed until the company’s assets are liquidated. In the next article, we will address the legalities related to the liquidation of a Thai limited company.

 
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Category: Company Law