Does My Ltd., Company Really Need To Be Closed?

[khunian]

I like many Farangs owned a house through my company in Thailand which I have fortunately since sold. I live in Europe and managed to get the monies out (proved to be very difficult!) and have just received a solicitors mail warning me to have my bookkeeping done for last year and submit by the end of May. (Fee 20.000 Baht) Also, I should apply to have the company closed (Fee a further 25.000 Baht).

I was told the company would go to sleep after 3-5 years but now I am being told, failure to comply with the above will mean I will be blacklisted and denied entry into Thailand if I ever wish to come back. (and possibly presented with charges against me..!!) Also, that the other shareholders will be held responsible if I just leave all as is...

Is this just "money-making" on my solicitors behalf or is it really that serious? If so, how are the fees and couldn't both be done at the same time .. final report and closure?

Any other suggestions are more than welcome as the clock is ticking...

[Langsuan Man]

Yes it really needs to be closed

I don't know about Immigration but you must spend the money (usually 25-50K Thai Baht) to legally close your company. I don't know who told you that it would sleep but it won't since unless it is closed correctly it will continue to run up tax and business charges. Most people don't run into this problem since most sell the company owned house along with the company to another farang

I really don't know if this can have an effect on your return Immigration status but since you are dealing with a tax matter here it is reasonable to expect that the Thai government will have some method to get their taxes out of foreigners

[BrianCR]

If it's not closed down it will (as above) still be expected to pay tax which will be estimated by the department. I was going to click "like" on Langsuan's post until he mentioned foreigners at the end of his posting. The Thai Government has the right to collect taxes from Thai and foreign people - even if the foreigners are breaking the Thai law by using unlawful companies to buy houses!

[SlideRiceFC]

I was going to click "like" on Langsuan's post until he mentioned foreigners at the end of his posting. The Thai Government has the right to collect taxes from Thai and foreign people - even if the foreigners are breaking the Thai law by using unlawful companies to buy houses!

I'm not sure if I misinterpreted his post but it didn't appear to me as a slight against the Thai government. I took it to mean the charges for failing to comply with the law would be legitimate and therefore it may be within their means and rights to attempt to extract it. Did I read it wrong?

[Langsuan Man]

I was making the point that when it comes to revenue (taxes), most governments are not in the least forgiving of any group, be it their own citizens or foreigners

This tax on these companies is the main reason that I, and others, don't live in fear of the government confiscating property owned by these companies. In a land where money is number one, they are certainly not going to kill this cash cow

[Support]

Failure of a company to file its annual audit may result not only in fines for late submission but the director of that company may also be in trouble with the officials from Economic Crime Division. Initially the director would be invited to the ECD office so that they (the officials) could notify the director of the steps that he/she should take in order to complete the company’s obligation (it is the director’s responsibility). Ignoring this invitation will lead the director to bigger troubles, where he/she could be blacklisted or charged . The director may have difficulties either when he/she is about to enter or exit Thailand.

Shareholders could be approached by officials to obtain the director's contact details.

If you do not have any plan to use this company in the future, I would suggest that you formally dissolve it. To dissolve (de-register) a company, all outstanding Annual Audit(s) and monthly VAT fillings must be filed. The annual audit will have to done year by year, and cannot be combined. For example, a 2012 Annual Audit would cover the period of January 2012 to December 2012, and must be filed on or before May 31st, 2013. As we are in the year 2013, your annual audit (for dissolving this company) must also cover this the period of January 2013 to the day that the de-registration petition was submitted.

However if you hope to do business in the near future then you may wish to maintain the company's responsbilities ie monthly VAT and WHT filing, the annual audit and the half yearly report.

The longer you choose to ignore to this issue, the more the fines will increase. If the company generated any income in previous years (the year(s) that you did not file the annual audit), there will be interest on the unpaid income tax due as well.

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