Dissolution, Liquidation & Amalgamation

A voluntary winding-up requires a special resolution of the shareholders under section 1236(4) of the Civil and Commercial Code, followed by registration of the dissolution and appointment of a liquidator within 14 days. The liquidator advertises in a local newspaper and gives written notice to creditors under section 1253, prepares audited accounts as at the dissolution date for shareholder approval, settles debts, surrenders the VAT certificate and obtains tax clearance from the Revenue Department, and only then registers completion of the liquidation. The company retains legal personality so far as necessary for the liquidation under section 1249, so tax returns continue until completion, and the books and papers must be kept for ten years from completion under section 1271.

Updated August 2026. Subordinate criteria change by notification — verify with dbd.go.th, boi.go.th, ipthailand.go.th and pdpc.or.th before acting.