Dormant Company

This article summarizes the rules which apply in case of a company stopping its operation temporarily:

1. Notification Requirements

According to Section 85/12 of Revenue Code, if the company wishes to stop its operation for longer than 30 days, the company must submit a notification to that effect to the Revenue Department where the company is located. Such notice shall be filed within fifteen (15) days from the date of stopping the operations. If the company fails to notify regarding the temporary business cessation with the Revenue Department, the company shall be fined in an amount of not more than at 2,000 THB under Section 90 Revenue Code.

As regards to notification of the Social Security Office, the company shall submit an application related to the stoppage of operations temporarily with local Social Security Office within the date of 15^th on the next month from the date of stopping operation. The company is also obligated to notify the Social Security Office to remove all existing employees from the company.

There is no minimum period specified for stopping the operation temporarily.

2. Filing Requirements after Notification

After the Revenue Department has been notified, the company is still obligated to submit monthly and annual tax returns for the Revenue Department, but the returns may show nil amounts. Furthermore, the company shall continue filing annual company financial statements with the Department of Business Development.

3. Forced De-Registration

If the company stops the operation for a period of three (3) years or more without any notification and submission the respective government offices, it shall be deemed that the company no longer carries on any business. By exercising the powers stipulated in Section 1273/1 of CCC, the Company Registrar is authorized to remove the name of the company from the register. The effect would be subject to Section 1273/3 of CCC. The status of the company as a juristic person shall come to an end after the registrar has struck the name of such company off the register.

It should be noted that the liability of directors and shareholders remain and may be enforced as if the status was still that of a juristic person.

If the company feels aggrieved with that result, the company is entitled to submit an application to the court in order to restore the name of company within ten (10) years from the date of removing the company name, according to Section 1273/4.