What options are available for an expat to close a dormant company co-owned with a Thai partner in Thailand?

Company Closure Thai Business Regulations Expat Advice Limited Company Legal Assistance De-Registration Process Ownership Transfer

May 19, 2023

a year ago

Debbie ******

ORIGINAL POSTER

Advice please for an expat friend contemplating closing a private limited company he co-owns with a Thai (as per 51% requirement) . The Thai partner is not interested to keep the company either. The company has been dormant and kept for the potential of buying property here. However, things have changed for him and he doesn't need the company anymore. 

To not incur any more costs, like having to pay for the closing of a company (apparently costs like 15 to 20K?), se wants to offer the company up for someone else to take over - who can pay for the change of names, addresses...etc... 

Any suggestions for the best way to do this or any other sound advice regarding this?

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TLDR : Answer Summary

An expat seeks advice on closing a dormant private limited company co-owned with a Thai partner, as both parties no longer wish to keep it. The cost to officially close the company is around 15,000 to 20,000 THB, which the expat wishes to avoid if possible. Suggestions include having the Thai partner buy him out, finding a third-party buyer to take over the company, or seeking the help of a Thai lawyer to handle the de-registration process. Additionally, the expat should be aware of potential ongoing costs and legal liabilities associated with maintaining the company's registration.

John *********

********************

They can provide you advice and assistance with the closure of the company and the filing of closing statements et cetera via their in-house accountants drop them an email at

*********************

a year ago

Kool *******

When was the last time taxes were filed?

a year ago

Frank **********

@Kool ******

true. What value does that business bring to the table. What services did this business offer when it was active? Are they just buying a name and the property? Does it have a good reputation under the name of the business? Etc. Etc

a year ago

Debbie ******

ORIGINAL POSTER

@Kool ******

everything is in order -- there's regular accounting and auditing. No issues about that. Just wanting to know how to find someone to take over company

a year ago

Mike ******

@Debbie *****

what benefits are there in doing this ..visa ..can you change the this shareholder for another Thai ?

What is your annual fees ?..Pm me

a year ago

Kool *******

@Debbie *****

the problem isn't with finding someone. The problem arises in what value buying the business has over just starting a new one, as the business doesn't seem to have any assets, other than simply being a business. There are a few business brokers in Bangkok, but what does the business have to offer someone?

a year ago

Reply to

Kool *******

Pornrat ***********

If the companies remains registered, it shall incur annual accounting & regulatory fees.

You can try to sell it to a third-party for "basic" value to get-it-off-your-hands. However, presumably, the prospective seller shall conduct due diligence checks.

Otherwise, you shall require a Thai lawyer to institute De-Registration proceedings to close the company.

You could walk away and leave the liabilities for the main Thai shareholder. This may end your friendship; and, if you are in the Thai-jurisdiction, you could be involved in future corporate (and/or criminal for non-compliance with Thai DBD regulations) legal proceedings.

a year ago

Pornrat ***********

1) Neither party wants to keep it. However, under Thai law, they both have continuing obligations eg: paying fees or face criminal or civil/corporate liability.

Note: OP's question is for a recomentation to exit not continue by paying fees indefintiely - so your comment is irrelevant.

2) In contrast, previously I have provided options to exit; which, you have failed to do!

3) Again, under the laws of Thailand, there is no process of 'dissolution' (ie like in England & Wales via Companies House). Instead, the process requires "De-Registration" at the Thai Court.

We have assisted many clients with the process, and - unlike your comment - it can be both time consuming and expensive; particularly if 1 of the shareholders does not actively cooperate.

a year ago

Paul *******

@Pornrat **********

According to what the OP says, neither party is interested in continuing this business and it doesn't sound like they would have any problems dissolving the company. Even if they didn't, it would merely be a case of paying the government fees to keep the company registered.

a year ago

Paul *******

@Pornrat **********

Both parties are interested in walking away from the company so what you suggest won't happen in this case.

a year ago

Pornrat ***********

@Paul ******

They are both shareholders in the Thai LLC. Therefore, until 1 or both of them are able to exit, they are stuck together - whether they like it or not.

If the Thai shareholder "walks-away" then s/he could face civil/corporate and/or criminal liability within Thailand.

The foreign shareholder could "walk-away" but, unless they exit the Kingdom and neither return or has any property/assets in the jurisdiction, could face similar consequences as the Thai shareholder.

Unfortunately, in this case, you do not have a practical solution.

a year ago

Reply to

Pornrat ***********

Frank **********

Ask the Thai person to buy him out since he is the primary partner. If not your friend needs to seek legal advice from a lawyer not from people in here. If 20k baht will take care of the problem then it seems to be the cheapest legal way out.

a year ago

Reply to

Frank **********

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