Closing A Shell Company

[pulpfiction]

The law firm that set my company up is now closed and gone. I would like to close down my company (which owns multiple pieces of land) and I would then transfer all land to my wife (Thai of course).

How much would the closing of a company cost?

How much would the transfer of the land(s) to my wife cost?

[BEENTHEREDONETHAT]

Why not try and sell your company to someone interested in buying property? Turn a loss into a profit. Price it at half or a quarter of the going rate and it should move reasonable well, I would think.

[pulpfiction]

Well, because that would mean taking a loss for one reason, even if I could find an investor in this economic climate. Prefer to keep the land and sell it in a few years when the market comes back.

BTW, the lands are in Samui

Edited January 6, 2010 by pulpfiction

[PoorSucker]

Sell the land to your wife first.

Sell the shell company after that.

To get a extension of stay based on employment you now must have two years of audited balance sheets.

Maybe someone wants to buy land and needs a company and/or a WP.

Edited January 6, 2010 by PoorSucker

[pulpfiction]

Sell the land to your wife first.

Sell the shell company after that.

To get a extension of stay based on employment you now must have two years of audited balance sheets.

Maybe someone wants to buy land and needs a company and/or a WP.

A bit more info: I do not have a WP, I have an investment (non imm "O") visa from a condo purchase I made years ago.

Not sure what you're talking about with the "extension of stay" point.

If I did have my company sell the land to my wife, what would that cost per piece of land?

Realistically I would have a hard time marketing and selling my shell company. Yes if I knew somebody that wanted one, that could work but I don't and have no way to market to that investment community. Further there are much fewer investors these days looking for this type of company.

[Sunbelt Asia]

Dear Pulpfiction,

The process for closing a Thai limited company 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.

Best regards,

Legal Advisor

Sunbelt Asia Co. Ltd

www.sunbeltasia.com

[email protected]