THE CLOSURE PROCESS

When you near completion of all of the above tasks, you are ready to come to us. At this point, we file the initial request for dissolution. A liquidator must be appointed in this step. Our Thai attorney can serve as liquidator, for a fee. A foreigner without a work permit cannot legally perform this role. The liquidator assumes signature authority for the company.

There are a number of shareholders meetings required throughout the remaining process – we document these meetings, as required.

The liquidator must next confirm that there are no outstanding claims against the company by shareholders, former employees, vendors, or the Thai government. This requires formally documented records of correspondence.

Concurrently, your company must undergo a closure audit – including an audit of all activity since the cut-off date of your last annual tax year audit. This closure audit is typically 50% more expensive than a conventional tax year audit – and your documentation must be complete, for bringing assets and liabilities to ZERO.

As a rule, closure audits are generally much more sensitive than routine annual audits – for two reasons:

• Whereas routine annual audits for small companies are usually only given cursory review by the Revenue Department, ALL closure audits are closely analyzed by a dedicated section within the Revenue Department – and small discrepancies or questionable classifications of expenses are much more likely to draw a formal inquiry for clarification of details, and presentation of supporting paperwork.
• Although closure audits are accepted when submitted – thereby allowing Ministry of Commerce processing of closure to continue, Revenue Department detailed analysis of closure audits lags 4-8 months behind submission. In most cases, by the time that Revenue Officials begin to seek clarification, the company is already closed, and directors and shareholders have disappeared – and only the auditor is available for detailed review of income and expenses.

Because of the above considerations, it is normally best to have the auditor who performed your last annual audit also perform your closure audit. We are able to arrange for an independent closure audit – but this will generally be more expensive, compared to having the audit completed by an auditor who is already familiar with your company – and who already has a template (reference file) set up for your company’s last routine audit.

Once the closure audit is completed, we carry out some required steps involving publishing closure announcements in certain publications. We then submit closure audit to Revenue Department and Ministry of Commerce.

We then file a final application for closure. Upon approval, we then turn in your VAT and/or tax registrations. At this point, you may discontinue monthly accounting submissions and services.

Upon approval, a final certificate of dissolution is issued by the Ministry of Commerce. This becomes our final deliverable to you.

Following closure, company records must remain on file for inspection for five years. The repository of these records must be specified in the closure application. We do provide a service to serve as document custodian.