Dissolution et liquidation d'une société thaïlandaise

Révisé par ThaiLawOnline, un cabinet d'avocats thaïlandais agréé exerçant en Thaïlande depuis 2006. Avocate thaïlandaise en charge du dossier : Wichuda Atthamethakon, LL.M., licence du barreau thaïlandais 3149/2556.

Dernière mise à jour : 5 septembre 2026

Dissolution and liquidation (การเลิกบริษัทและชำระบัญชี, kan loek borisat lae chamra banchi, in everyday English closing ou winding up a company) are the two stages by which a Thai company limited stops existing. Dissolution is the decision or event that ends the company’s business, by special resolution of the actionnaires, by a term or condition in its own documents, by bankruptcy or by court order. Liquidation is what follows: a liquidator collects the assets, pays the creditors, obtains tax clearance and returns any surplus to the shareholders, after which the DBD registers the company as liquidated.

Motifs et procédure en vertu du Code civil et commercial

Article 1236 lists the causes of dissolution: a cause set out in the articles, expiry of a fixed term, completion of the sole purpose, a special resolution of the shareholders passed by a three-quarters majority, and bankruptcy. Article 1237 lets the court dissolve a company on a shareholder’s application when the statutory formalities were never completed, the business did not start within a year or has been suspended for a whole year, it can only be carried on at a loss with no prospect of recovery, or the shareholders have fallen below the legal minimum.

The liquidator is the directors unless the articles or the resolution appoint someone else. Within 14 days of dissolution the liquidator must register the dissolution and the appointment with the DBD, publish the dissolution at least once in a local newspaper and send a registered letter to every known creditor. The liquidator then reports progress to the registrar every 3 months until the final accounts are approved.

Ce que implique la fermeture d'une entreprise en pratique

The DBD side is quick; the Revenue Department side is not. A final set of accounts is audited to the dissolution date and a final corporate income tax return, PND 50, is filed within 150 days of it. A TVA-registered company must apply to cancel its registration within 15 days of dissolution and keep filing PP.30 returns until the cancellation is approved. The Revenue Department then reviews the company’s history before issuing tax clearance, reopening any year with a missing return or an unexplained shareholder loan. Employees must be paid statutory indemnité de départ.

Only when the creditors are paid and the tax cleared can the liquidator call the final shareholders’ meeting, distribute what is left and register the completion of liquidation, again within 14 days. A clean company can be closed in about 3 months; one with years of neglected filings often takes a year. The books must be kept for 10 years after the liquidation is registered.

Dissolution comparée à la radiation et à la faillite

Voluntary dissolution is chosen by the shareholders and controlled by the liquidator. Strike-off is done by the registrar to a company that appears defunct because it has filed nothing for years; it removes the company from the register but does not settle its taxes or release its directors, and a creditor or the Revenue Department can apply to restore it within 10 years. Faillite is a court process started by a creditor owed at least 2,000,000 baht by a company, with an official receiver taking over.

Walking away is not an exit. A dormant company continues to owe audits and returns, the director remains liable for the failures, and the record follows the director into later company registrations and permis de travail applications. Formal dissolution is the only route that ends the liability.

Foire aux questions

Voir aussi : Société à responsabilité limitée, Faillite, Directeur, Impôt sur les sociétés, la fermeture d'une entreprise en Thaïlande ET comment enregistrer une entreprise en Thaïlande.