Closing Company

[rellim]

Hi, I would like here from anyone who has experience in closing a limited company on Phuket.

What proccedure needs to be followed the timescale involved and what fee's were you charged.

My accountant is not giving me a clear answer on this. I think they want to hold on to there dwindling

supply of farang clients, hence the vague response.

I hold a work pemit with the company which is valid until the end of this year. The WP expirery date corrisponds

with my Passport visa stamp. Am I allowed to stay in Thailand on this stamp if my company is closed before the

visa expires, or will I need to leave and renwew my visa.

Any advise much appreciated.

[hhgz]

Sunbelt Asia can assist you.

[12DrinkMore]

Hi, I would like here from anyone who has experience in closing a limited company on Phuket.

What proccedure needs to be followed the timescale involved and what fee's were you charged.

My accountant is not giving me a clear answer on this. I think they want to hold on to there dwindling

supply of farang clients, hence the vague response.

I hold a work pemit with the company which is valid until the end of this year. The WP expirery date corrisponds

with my Passport visa stamp. Am I allowed to stay in Thailand on this stamp if my company is closed before the

visa expires, or will I need to leave and renwew my visa.

Any advise much appreciated.

Sorry, can't give Phuket experience.

But this is Thai law,

Closing the company involves an announcement in a newspaper and a final set of accounts. I was quoted between 20,000 and 60,000 to close an company which had never operated. The procedure takes a couple of months, depending on how fast your accountant works.

The visa issue depends on whether

1. you are on an extension of a non-imm visa based on the work permit. This would expire within seven days of the work permit being cancelled, forcing you to leave the country.

or

2. you have a non-imm B visa issued abroad, which will expire according to its date in your passport.

Hope that helps a bit.

[keestha]

Sounds like accountants are taking quite a bit of money for this.

I would go to the appropriate government office, which is called panit changwat, and enquire how to go on about this. If you cannot speak Thai, take somebody along who can.

[Obamamama]

It is necessary to find a good bookkeeper

[yuyi]

You need to submit a closing balance sheet, and any year end balance sheets you 'forgot" (if any).

All these balance sheets need to be audited.

Depending on how many balance sheets and audits we're talking about, the costs add up.

The auditor must be a different person / company than your bookkeeper. They rarely charge less than 8000 baht, often 10-12000 baht, per audit.

Your bookkeeper won't do his part for free too.

If it's just one closing balance sheet and audit for a company without activity, and assuming the other paperwork is complete and OK, you should find someone for around 20000 including all.

[tombkk]

You need to submit a closing balance sheet, and any year end balance sheets you 'forgot" (if any).

All these balance sheets need to be audited.

Depending on how many balance sheets and audits we're talking about, the costs add up.

The auditor must be a different person / company than your bookkeeper. They rarely charge less than 8000 baht, often 10-12000 baht, per audit.

Your bookkeeper won't do his part for free too.

If it's just one closing balance sheet and audit for a company without activity, and assuming the other paperwork is complete and OK, you should find someone for around 20000 including all.

Adding the time frame, it typically takes a year or more to close a company.

[raro]

I had an inactive company closed withing 2 months. Again, a good accountant is the key to success. Rather spend a bit more and get over with it then dragging it along for ages. There are deadlines that can be missed - as it happened with previous attempts closing this company with cheaper accountants.

[rellim]

I had an inactive company closed withing 2 months. Again, a good accountant is the key to success. Rather spend a bit more and get over with it then dragging it along for ages. There are deadlines that can be missed - as it happened with previous attempts closing this company with cheaper accountants.

Thanks for your replys, I have found an accountant (AA acountants, Phuket)

They charge 15,000 baht to close the company plus 5,000 for the end of year audit.

I have been told the prosses will take 30days to complete. This the best quote and shortest time frame that I have found so far. I would like to hear from anyone who has delt with this company.

Thanks.

[KevinBloodyWilson]

I had an inactive company closed withing 2 months. Again, a good accountant is the key to success. Rather spend a bit more and get over with it then dragging it along for ages. There are deadlines that can be missed - as it happened with previous attempts closing this company with cheaper accountants.

Thanks for your replys, I have found an accountant (AA acountants, Phuket)

They charge 15,000 baht to close the company plus 5,000 for the end of year audit.

I have been told the prosses will take 30days to complete. This the best quote and shortest time frame that I have found so far. I would like to hear from anyone who has delt with this company.

Thanks.

Sounds like you got a god result, well done. And good luck!

[Sunbelt Asia]

Dear Rellim,

The process for company closure is outlined below.

(1) Hold a Board of Directors' meeting to adopt and approve the proposed liquidation of the company and to fix the dates for two separate General Meetings of the shareholders to consider the issue. Any of the directors or a person authorized by the directors may issue notices calling for such shareholders' meetings, unless required otherwise by the Articles of Association of the company.

(2) Hold the first General Meeting of the shareholders to adopt a special resolution to liquidate and dissolve the company. A liquidator and an auditor shall be appointed by the meeting for such purpose.

(3) Hold the second General Meeting of the shareholders to confirm the special resolution adopted in the first meeting. The second meeting must be held not less than fourteen days and not more than six weeks from the date of the first meeting, unless a longer notice period is required by the Articles of Association of the company.

(4) Place two successive advertisements in a local newspaper announcing the liquidation of the company to alert creditors (if any) so they can make a claim for debts owed to them by the company.

(5) Send to all creditors a letter by registered mail requesting them to file a claim for debts owed to them by the company.

(6) File the relevant application documents together with copies of the special resolutions with the Company and Partnership Registration Office, Commercial Registration Department, Ministry of Commerce, within fourteen days from the date of the second shareholders' meeting.

(7) The appointed auditor must prepare and certify the financial statements (Balance Sheet and Accounts) as of the date of dissolution. The date of such financial statements must be the date of the second shareholders' meeting (i.e., the confirming meeting).

(8) Hold a shareholders' meeting to approve the financial statements for submission to the Ministry of Commerce.

(9) Submit a report of the liquidator every three months to the Ministry of Commerce. This obligation shall continue until completion of the liquidation process.

(10) Once the liquidator has cleared the assets and liabilities and has called on debtors for payment of debts to the company, the liquidator must call a final meeting of the shareholders to approve the final liquidation of the company. The minutes of the meeting shall be submitted to the Ministry of Commerce within fourteen days from the date of the meeting.

(11) Submit application to the Thai Revenue Department for liquidation of the company and return the original Value Added Tax Certificate and original Tax Identification Card in the name of the company.

(12) Once the Revenue Department grants approval, the liquidator shall notify and submit a copy of such approval to the Ministry of Commerce in order to obtain final approval from the Ministry.

(13) The liquidator has the duty to deposit all the company's books of accounts with the Registrar's office, where they shall be kept for ten years counting from the date of final approval of the liquidation. (In practice, the Ministry does not keep the books of accounts. Instead, it asks the liquidator to keep the books and notify the Registrar of such fact by letter.)

The liquidation process takes approximately four months to complete, depending on the number of years the company had been in operation and whether its books were properly maintained and tax returns filed as required by law. During this time the company will be required to submit VAT monthly, even though the entity has ceased trading.

For more information about the company closure process, please contact Sunbelt Asia for a free consultation at your convenience on 02-642-0213.

Legal Advisor

Sunbelt Asia Co. Ltd

www.sunbeltasia.com

[email protected]