How To Restore A Dissolved Company, revive a Defunct (Non-Alive) company

Service Fee: THB 50,000

Travel expenses within the Bangkok area are included at no additional charge.

The above service fee does not include:

Government fees of approximately THB 1,200.
Travel expenses for approximately 4–5 trips if the work is required outside the Bangkok area.

Our lawyer is available to travel throughout Thailand as required.

In addition to legal services, our core business includes accounting and tax services, allowing us to provide comprehensive support for matters involving legal, corporate, accounting, and tax requirements.

Scope of Services

Our lawyer will represent the client throughout the court proceedings until the Court issues its final order.
Upon receiving the Court order, we will proceed with the necessary submission to the Registrar to restore the company’s status in the DBD registry.

Estimated Timeline

Approximately 60 days, subject to the Court’s hearing schedule and appointment dates.

Timeline and Procedures

Processing Period : 2 months depending for court’s appointment.

Step 1, Lawyer review documents including the necessary reasons in order to evaluate the possibility.
Step 2, Submit the documents at the Court and they will issue the appointment date within 45 days to hear the order (depending on queue at Court).
Step 3, Visit the Court upon the appointment date for hearing together with director or shareholder need to present at the court to explain all necessary and reasons of this restore.
Step 4, Duplicate the Court Order or Sentence of approval to restore or get back the company.
Step 5, bring its order or sentence from Court to inform the registrar at DBD (Department of Business Development).
Step 6, around 1 week, we can check in the DBD website if the company can be used and also we will duplicate all incorporated documents for you.

Required documents

Company’s affidavit (updated within 3 months)
Shareholders’ list (updated within 3 months)
Order of crossed out the name and list of company name from Bangkok or Provincial Partnership and Company Registration Office
Document proving that the company is still under operation : receipt/ purchase tax invoice/ sale tax invoice/ service rendering agreement (if any)
List of property or asset : title deed, vehicle registration book, trad mark, etc. (if any)
Copy of Thai ID card and house registration or copy of passport (if foreigner) of shareholder (petitioner)

Defunct company or limited partnership

The company become defunct or unoccupied status when the company has continuously failed to file the financial statements to Departments of Business Development (DBD). Thus, the DBD would send the letter to company’s address to inquire operation or active status. In case that the DBD do not receive back for any clarification, they would declare that such company is inactive and will remove or delete the name out from their system.

Anyway, under Thai law of Civil and Commercial code Section 1273/4 “If a partnership, a partner, a company or any shareholder or creditor thereof feels unfairly aggrieved by the partnership or company having been struck off the register, the Court on the application of the partnership, partner, company or shareholder or creditor may, if satisfied that the partnership or company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the partnership or company be restored to the register, order the name of the company to be restored to the register, and thereupon the partnership or company shall be deemed to have continued in existence as if its name had not been struck off; and the Court may by the order give such directions and make such provisions as seem just for placing the partnership or company and all other persons in the same position as nearly as may be as if the name of the partnership or company had not been struck off. Any request for restoration of the name of the partnership or company to the register may not be made after the expiration of ten years from the day the name is struck off by the Registrar.” Thus, if the company or partnership has the assets or property owned by the juristic person or the juristic still wishes to revive back to their active status, please note that you could also restore your company or partnership back unless the company or partnership is dissolved or liquidated.

How to restore

Our lawyer will help you (owner, shareholders or managing partner) would request to restore / revoke back at the Court which it has to go through quite a long process and the Court would judge based on the proper reason together with the supporting documents that the company or partnership submitted, and the Court will issue the appointment date for hearing whether the approved or unapproved order from the court to put back the company or partnership name in the register system.

How can we help to restore

Panwa team can help you go through the necessary process with the court and DBD registrar to put back your company name in the register system which before we could propose or guarantee that the company will be restored successfully, we need to obtain all the necessary information from your side to screen the documents and evidences.

Greetings,

We develop systems to serve more customers with reasonable fees.

Mr. Tana Sipa,
CPA Thailand and Director
WhatsApp: +66 81 919 6225
Email: bkk@panwa.co.th
Location: https://goo.gl/maps/MhJsbjkPrji51Qyt6

Related Services:

FAQ – Company Reinstatement / Restoration of a Struck-Off Company in Thailand

Question 1: Company Reinstatement. Do you handle court petitions for the reinstatement of a company that has been struck off the register by the Department of Business Development (DBD) under Section 1273/4 of the Thai Civil and Commercial Code? If so, could you explain the general procedure, required documents, and estimated timeline?**

Panwa: Yes. We can assist with the entire company reinstatement process, from preparing and filing the petition with the court to handling the relevant court proceedings.

Once the court issues an order approving the reinstatement, we can also proceed with the necessary filings with the Department of Business Development (DBD) to have the company’s registration formally restored.

We can provide further details regarding the required documents, procedures, and estimated timeline after reviewing the basic information and current status of the company.

Question 2: Chinese Language Support. Do you provide Chinese-language support for this matter, either directly or through Chinese-speaking staff? I am a Chinese national currently residing outside Thailand.

Panwa: Unfortunately, we currently do not have Chinese-speaking staff, and we apologize for any inconvenience this may cause. However, we believe we can communicate and coordinate effectively with you in English throughout the process.

If you are concerned about the court proceedings, we can arrange for a Chinese interpreter to assist you when necessary. Normally, your personal attendance at court would only be required on one occasion. If you are comfortable communicating in English, our team can also assist and support you in English throughout the process.

Question 3: One-Stop Service. In addition to the company reinstatement, can your firm assist with or coordinate the preparation and filing of overdue financial statements and tax returns from 2021 to the present, as well as the sale of company property and the transfer of ownership at the Land Office? Or would separate service providers be required?

Panwa: Yes. We can assist with overdue accounting records, the preparation and filing of financial statements, and outstanding tax returns. Accounting, taxation, and liaison with government authorities, including the Revenue Department and the Department of Business Development (DBD), are among our core professional services.

Regarding real estate, our group also includes **Nara Asset Land Co., Ltd., which specializes primarily in land transactions. We therefore have extensive experience in land sales, title deed matters, and ownership transfers at the Land Office.

However, condominium sales are not our primary area of specialization. If the property is a condominium, we can still assist and coordinate the relevant procedures. Alternatively, we can introduce you to a trusted real estate agency that specializes specifically in condominium sales.

Question 4: Is My Case Too Small for Your Firm? This is an individual matter rather than a large corporate case, and the scope of work is relatively modest. Does your firm normally accept cases of this size, and how are professional fees generally charged?

Panwa: Certainly. Panwa Accounting Co., Ltd. and our affiliated companies primarily provide services to small and medium-sized businesses. Many of our clients are individual business owners and sole proprietors rather than large corporations.

Therefore, a matter of this size is well within the normal scope of our services.

There is no need to be concerned that your matter may be too small for our firm. We aim to keep our professional fees reasonable and proportionate to the scope and complexity of the work required.

For further information about our company reinstatement services and indicative fees, please visit (Company Reinstatement service) at: https://www.companythailand.net/restore-a-dissolved-company/

Question 5: The Company Was Struck Off Several Years Ago. Can It Still Be Reinstated? My company was struck off the register by the Department of Business Development in September 2017. Can the company still be reinstated? The company owns land and is registered in Phuket. The current date is January 2025.**

Panwa: The company may still be eligible for reinstatement because the applicable statutory period has not yet expired.

Under the relevant provisions of the Thai Civil and Commercial Code, an interested party may apply to the court for an order restoring a company to the register, subject to the applicable statutory time limit.

As the company still owns land, the existence of this asset may also be an important reason supporting the application for reinstatement.

However, the circumstances of each case should be reviewed individually before proceeding with a court petition.

Question 6: Can a Minority Shareholder Apply for Reinstatement? The company owns land, but I can no longer contact the director, who is also the majority shareholder holding 80% of the shares. I hold 15%, while another shareholder holds the remaining 5%. Can I apply to reinstate the company and subsequently deal with the land?**

Panwa: As a minority shareholder, you may be regarded as an interested party in relation to the company and its assets, including the land owned by the company. Therefore, you may be able to petition the court for the restoration of the company to the register.

However, reinstating the company is only the first step.

After the company has been restored, appropriate corporate procedures will need to be carried out so that the company can legally operate and manage its affairs again. This may include appointing a new director with the necessary authority to manage the company and deal with its assets, including any proposed sale or transfer of the land.

The exact procedure will depend on the company’s existing corporate records, shareholding structure, Articles of Association, and other relevant circumstances.

Question 7: What Is the General Procedure If I Appoint your company (Panwa Accounting) to Handle the Reinstatement? If I decide to appoint Panwa Accounting to handle the company reinstatement, what are the general steps involved? My father is elderly and may find it difficult to coordinate the matter or travel frequently. Is there a way to make the process as simple as possible for him?**

Panwa: To make the process as straightforward and efficient as possible, we would initially ask the client to provide the following information and documents:

Reason for reinstatement – Please explain why the company needs to be restored, for example, because the company still owns assets or there is another legitimate reason why the company needs to be reinstated.
Company information – Please provide available corporate documents, such as the latest company affidavit/certificate and the latest list of shareholders.
Evidence supporting the reason for reinstatement** – If you are a shareholder and the company still owns assets, evidence confirming the current ownership of those assets should be obtained. For example, if the company owns land, a current certified copy of the title deed should be obtained for use as supporting evidence in court.
If you are a creditor of the company, you should provide reliable evidence of the debt, such as agreements, invoices, quotations, correspondence, demand letters, or other supporting documents.
Preliminary assessment** – Nara Accounting will collect and review the basic information and documents before forwarding the matter to our lawyer for an initial assessment of whether reinstatement appears feasible
Meeting with the lawyer – If the case is considered suitable to proceed, the lawyer will meet with the applicant to review the documents, obtain additional information, and prepare the court petition.
Preparation before the court hearing** – Before the hearing date, the lawyer may meet with the applicant to prepare for the hearing, review the evidence, and explain the expected court procedure.
Attendance at court** – The applicant will generally be required to attend court personally together with the lawyer. For foreign applicants, Nara can arrange an interpreter where necessary.
Court proceedings – Nara’s lawyer will file the petition and handle the relevant court proceedingsObtaining the court order – Once the court has issued its decision, we will obtain the official court order and related documents.
Restoration with the DBD** – The court order will then be submitted to the registrar at the Department of Business Development so that the company’s name and registration status can be formally restored to the register.

Question 8: I Own Less Than 1% of the Company. Can I Apply for Reinstatement? I own only one share, representing less than 1% of the company. The director and the other two principal shareholders can no longer be contacted. The company still has some money remaining in its bank account. Can I apply to reinstate the company?

Panwa: In principle, it may be possible for a shareholder to apply for reinstatement. However, the final decision is subject to the court’s discretion and will depend on the facts and circumstances of the particular case.

In a situation where the applicant owns only a very small percentage of the company’s shares and the directors and principal shareholders cannot be contacted, there may be practical and legal difficulties after the company is restored.

For example, the court may consider whether reinstating the company would serve a practical purpose and whether the applicant would have sufficient legal authority and ability to properly manage the company’s affairs after reinstatement.

For cases of this nature, **Nara Accounting would normally conduct a preliminary assessment before accepting the engagement. If we consider that there is a high risk that the reinstatement would not succeed or that the company could not practically be managed after reinstatement, we may decline to accept the case.

Question 9: How Non-Alive company or Defunct company can be revoked back to company status (to request company back) and what’s required document?

Panwa: Your company have to appoint lawyer to be the representative in court and bring the sentace to DBD office in order to re-enter company back in the DBD system. Anyway the company still need to file and submit all financial statement and related tax for all of previous years.

For more information, please feel free to contact us:

Phones: +66 2 933 9000
Email: bkk@panwa.co.th (Mr.Tana Sipa, Director)
WhatsApp: +66 81.919.6225
LineApp ID: @panwa

Address: 1560 Latphrao Rd., Wangthonglang, Bangkok 10310, Thailand.

Location: https://goo.gl/maps/MhJsbjkPrji51Qyt6

Sky train: Yellow Line, Chokchai 4 Station, Gate 4. Our office is located between Soi Latphrao 50 and 52.

How To Restore A Dissolved Company, revive defunct company, revoke Non-Alive company