Defunct Company (or unoccupied company)

How to execute in case of the company status is Defunct (or unoccupied)? If the director neglects to rectify the company status, so as to the director will be at fault or not. Can we recover to start the new business?

“Defunct (or Unoccupied) company” means the company that the Registrar crosses the company name from the register so as to the company status will be close down since it has been announced in the Government Gazette.

So, the character of any company, which was within the scope of unoccupied company, is that company did not submit the balance sheets and income statements since the current year and also retroactive for 3 consecutive years. Even that company still contact with the registration office for other reason or that company is on the process of account liquidation and unfinished the process of liquidation within 3 years since the date of liquidate registration. Whereas the Registrar has sent the request notice to them for submitting the report of account liquidation or come to complete a registration for liquidation within 6 months since the date of sending the notice. If the liquidator did not comply with this procedure, then it would be assumed that company did not operate the business or commerce or there is no liquidator to perform this process. When we found the root cause likely with the basic assumption to withdraw the company from the register as unoccupied company, then the Registrar can execute the withdraw steps as defined in according with law.   For benefit of tax levy or other benefit for any governmental unit, Registrar can consider to halt the process of repealing the unoccupied company; even if Registrar found during the repealing process whether the company still operate the business or commerce, or there is the active liquidator to perform account liquidation or there is some governmental unit issue the notice to halt the process of repealing the unoccupied company. Therefore, you can additional study about repealing the unoccupied register in the article number 1246 of Civil and Commercial Code relating to partner.

The following steps to enroll the company name back into the register.

1. Unoccupied company, that intends to re-operate their business or commerce, must request the court to order the Registrar for enrolling the company name back into the register in accordance with the article number 1246 (6) of Civil and Commercial Code.
2. Recovering method is Company, Shareholders or any creditor, must retain the lawyer to file a request to the court. Then court would order the Registrar to enroll the company name back into the register. So, total length of period since requesting until the court order the Registrar to enroll back into the register is approximately 2 – 4 months.
3. After the court order the Registrar to enroll the company name back into the register, the requestor may make a copy of court order with warranty by court officer. Then you need to prepare the notice to inform the Registrar for enrolling the company name back into the register in accordance with the court order and also attached it. (Copy of court order with accurate warranty by court officer)
4. After the Registrar receives the court order, he will execute his command to enroll the company name back into the register and also rectify the detailed information in the memorandum of association. Then he will bring this order to enroll the company name back into the register to announce in the Government Gazette.

After the Company has been recovered the company name in the register, it will be considered as the Company still be occupy without crossing the company name out of the register in accordance with  the article number 1246 (6) of Civil and Commercial Code. So as to the company will have the same status as the juristic person, still have the right, duty and responsibility in complied with the law. Therefore the company has liability to submit the financial statement for the past years and also file all kind of tax return and also its penalty and surecharge (if any).

Service charge for recovering the defunct company to re-active or re-operate the business or commerce will cost…………….. Baht (Please contact with Mr. Prasert by mobile phone number +66 81 919 6225 or 081 919 6225 for call in Thailand)

Supplement – Caution
Repealing the registered partnership / limited partnership and unoccupied company

According to the article No. 1273/1, No. 1273/3 and No. 1273/4 of Civil and Commercial Code, it impose the Registrar to execute on below steps as follows;

1. Send 1st notice to inquire the partnership / company limited whether they are still operated their business / commerce or not. Then let the partnership / company to reply back or deliver the letter within 30 days.
2. After the 1st inquiry notice is expired without the reply letter within specific period (30 days), and then the Registrar will send the 2nd inquiry notice to the partnership / company for acknowledgment. Unless the partnership / company present the exact cause in the otherwise, so the status of those juristic person will be exhausted since the Registrar has already crossed the company name from the register.
3. As soon as the partnership / company in which was crossed their name from the register, then they would be considered that their juristic person’s status was exhausted. Therefore, if anyone from the partnership / partner / company / shareholders or any creditor of the partnership / company thinks this action (cross the company name from the register) is injustice. So, they can request the court to order the Registrar to enroll the company name back into the register. However, they can request the court for this order within 10 years after the date of crossing name from the register.

Other articles which related with financial statement submission

• Article – submission financial statement in Thailand, procedure, requirement, place and channel.
• Article - Fine rate or Penalty rate for late submit the financial statement over than the specific period - (started using from year 2012)
• Article – Police Summons (Royal Thai Police) – For the case of do not submit the financial statements.
• Article – Comparing the rate of penalty charges / tax fine, punishment under the act of Registered partnership, Limited partnership, Company limited (For the case – do not submit the shareholders list within 14 days since the date of Annual Ordinary Shareholders Meeting; quoted to the number of 19th in the Article No. 1179 2nd paragraph)
• Article – Annual Ordinary Shareholder Meeting – regulation and procedures
• Article - Defunct company or unoccupied company means the company that the Registrar crosses the company name from the register so as to the company status will be close down or no longer exist since it has been announced in the Government Gazette.

For more information, please feel free to contact us: Office Phone Nos.: +66 2 933 9000 Email: bkk@panwa.co.th WhatsApp : +66 81 919 6225 Bangkok Address: 1560 Latphrao Road, Wangthonglang, Bangkok 10310, Thailand.

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