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Nationwide FAQ

Dormant Company Filings in Thailand

A company that stopped trading has not stopped owing duties. While the name sits on the register, audited statements and an annual tax return keep falling due. This bank gathers what owners ask before deciding: how a blank year is judged, how missed years get cleared, where the penalties come from, and the point at which holding an empty shell costs more than closing it properly.

Fees are quoted case by case on real workload · email contact@thailaw-accounting.co.th

Judging whether a year is blank

What makes a year count as non-trading?

The test looks at economic activity, not at the balance in the bank. A year with no sales, no purchases for resale, no services delivered and no staff on the books is a non-trading year. Items that arise by themselves, such as account maintenance charges or a government fee, stay inside that definition because they do not come from operating the business.

Does a little bank interest spoil a blank year?

Interest received does not change the status, but it does stop the statements from being literally empty. It is recorded as other income, and where the bank withheld tax at source that credit is shown in the annual return. The preparation and audit path is unchanged; the working papers simply carry one more line to reconcile.

The company is VAT-registered but idle — what is due during the year?

Monthly VAT returns remain due even at zero. Skipping a single month triggers a surcharge straight away. If the pause will be long, deregistering removes the monthly burden, but stock on hand and assets whose input tax was once reclaimed have to be assessed before that step is taken.

With no staff left, does social security still matter?

Once every employee has been reported as leaving and the temporary halt has been notified, the monthly contributions stop with them. But if a director is still drawing even a small salary, the system still sees an employer. That single detail is the usual reason a demand letter reaches a company the owner believed had gone quiet.

The annual cycle

What falls due each year for an idle company?

Audited statements, a shareholders' meeting to approve them, the filing with the registrar, and the annual corporate income tax return. The four run as a chain: when the first slips, everything behind it slips too, which is why we set the audit completion date at least two weeks ahead of the meeting.

Is a shareholders' meeting really needed when nothing happened?

Yes, because statements can only be filed after the meeting approves them. The notice and the minutes are the documents the auditor and the registrar rely on. Families who own all the shares between them often skip this step, then hit the gap later when they want to sell the shares or wind the company up.

Is a half-year return needed with no revenue?

The mid-year estimate still belongs to any company on a full accounting year, even when the estimated profit is nil. Filing it keeps the compliance record unbroken and removes the shortfall-surcharge risk in a year where trading unexpectedly restarts halfway through.

Can the accounting year be changed while the company rests?

It can, with prior approval, and the changed period cannot exceed twelve months. A dormant stretch is the easiest moment to do it because there are no comparative figures to untangle. Several clients use the pause to align the year with an overseas parent in one move.

Missed years and penalties

Several years are missing — where does the clean-up start?

Start by pulling the full filing history to see exactly which years are missing, then work from the oldest forward, because each year's opening balances have to meet the previous closing ones. Jumping to the latest year first usually ends in redoing the work. With the picture complete we size the total penalties and propose the filing order that stops the running total growing soonest.

How are penalties calculated when there was no income?

Filing penalties track lateness and the number of missing submissions, not profit, so they arise even at zero revenue. On the tax side there is a fine for failing to file plus a surcharge where tax is payable — in a year with nothing payable only the fine remains. Per year the amounts are modest, but multiplied by the years and the forms involved the total climbs.

Is a director personally exposed?

The duty to file rests with the company, but the law also places fines on those responsible for managing it, so a director who lets years pile up can receive a summons in their own name. This matters most to foreign directors, where an outstanding penalty record can surface later at a work permit renewal or the next visa application.

If the registrar strikes the company off, is that the end of it?

Not necessarily. Being struck off does not erase tax or penalties already incurred, and an interested party can still apply to restore the company within the statutory window. Letting it happen is therefore very different from a proper closure, and it usually makes obtaining certificates later harder than before.

Hold the shell or close it

What does an empty company cost to keep each year?

The recurring cost is preparation, audit and the filing work itself — all unavoidable whether or not the business trades — plus a registered address if you are not using your own home. We price it case by case because the number of bank accounts, any assets left on the books and the VAT registration status change the workload considerably.

When is it time to stop holding and wind up?

When there is no plan to use that entity within the next two to three years, no licence or contract is tied to its registration number, and the yearly upkeep exceeds what a fresh incorporation would cost on the day you actually need one. Another signal is old paperwork starting to scatter — the longer it sits, the dearer the clean-up at closing time.

Can a company that paused for years be brought back?

Yes, provided it is still on the register: clear the outstanding years first, bring the director and address details up to date, then check that the registered objectives still cover what you intend to do. Banks normally ask for a full fresh document set after a long silence on the account, so allow time for that in the plan.

Assets or outstanding loans are still on the books — what happens before closing?

They have to be settled first, because the statements at the dissolution date cannot carry unresolved items. Transferring an asset to a director counts as a disposal, so it needs a value and a look at the tax that follows. Long-standing director loans usually attract questions about the interest that should have been recognised, so we sequence these clean-ups before the dissolution process begins.

Documents and working together

What if none of the old paperwork survives?

It is workable: we rebuild the evidence from sources that can be verified — bank statements requested for past periods, copies of previously filed accounts obtained from the registrar, and the submission history held in the tax system. For a genuinely non-trading business those three are enough to reconstruct the opening balances.

How long must the records be kept after filing?

Five years is the floor, counted from when that year's books were closed, and in practice until the period in which officials can still ask to inspect has passed. For an idle company we recommend digital files organised by year, because owners tend to move house during the pause and the paper boxes are the first thing to disappear.

Can this be handled while the owner lives abroad?

The whole process can run remotely. Most documents can be signed and returned as files, and where wet-ink originals are unavoidable we batch them into a single shipment to cut the international post cycles. When signatories sit in another time zone we fix the signing date in advance and put the date the papers must reach us into the schedule from the outset.

How long does one accounting year take?

A year with complete paperwork and no trading typically runs two to three weeks from the day the documents are in to the day it is filed, most of that being audit queue time and the approval meeting cycle. When several years are cleared together the per-year time falls, because one set of source data carries through all of them.

Related subject area Head of Tax · Tax subject area · not evidence of a page-specific reviewer or review date