Chirayuthchai TraisaengsatheanStrategic Finance for Property Development
THEN

Stage 05 / 05 · Exit, Hold & Post-Investment Review

Stage 5 Exit & Hold

Sell remaining inventory, close the accounts and tax position, distribute profit, decide whether to keep or wind up the SPV, and review actual results against the plan

Key questionHow will the money be returned to shareholders, and should the company be kept?

Checklists and strategic questions5-Stage Overview

Duration
6–24 monthsUp to 60 months if the asset is held longer
Decision gate
Final financial statements
Actual IRR vs plan
Hold or liquidate

Focus Areas

Key points of Stage 5

  1. 01Selling inventorySell remaining inventory, hold it or sell it as a bulk lot, compared against monthly holding costsGo to section →
  2. 02Closing the accounts and taxFinal financial statements, corporate income tax and accumulated lossesGo to section →
  3. 03Distributing profit and keeping or winding up the SPVReturning cash to shareholders, reserves, and dissolving the company or keeping the SPVGo to section →
  4. 04Reviewing actual results against the planActual IRR, MOIC and Profit on Cost against the plan, for use on the next projectGo to section →

Executive Summary

Executive summary

  • The stage where results are collected: the numbers are smaller, but tax and defect risks remain
  • The choice between keeping and winding up the company should be considered from the start of the project, because it affects accumulated losses and shareholder tax
  • Compare actual IRR with the feasibility study on every project, and use the findings to set assumptions for the next one

Key Metrics

Metrics to watch

  • MOIC1.8x–3.0xReference
  • Project / Equity IRRActual vs planReview the assumptions
  • Profit on CostActual vs planCompare with other projects
  • Holding cost per monthPer remaining unitSet the acceptable discounted price

Figures are drawn from the website content; use figures from your own model and the funding terms of the actual project.

01 · Key DecisionsDecisions to make

  • Sell remaining inventory or hold it: holding incurs common-area fees, land and building tax and the cost of funds
  • Exit methods: sell everything, sell shares, sell assets, refinance, or hold for rental income
  • Keep or wind up the SPV: keep it for the next phase, or dissolve it and liquidate
  • Returning cash to shareholders: dividends, capital reduction or repayment of shareholder loans differ in both timing and tax
  • Reserves: set aside for defects, back-assessed tax and retention before paying cash out
From exit to cash returned to shareholdersSummarised from the decisions above
From exit to cash returned to shareholdersExit routes are a full sale, a share sale, an asset sale, a refinance or holding for rent. Project cash must first set aside defect, back-assessed tax and retention reserves before returning to shareholders by dividend, capital reduction or shareholder loan repayment.Exit routeBefore paying outWays to return cashSell everythingSell the sharesSell the assetRefinanceHold for rental incomeProject cash− defect reserve− back-assessed tax− retentionDividend10% WHT in the general case · needs retained earningsCapital reductionDiffers in timing and taxRepay shareholder loansDiffers in timing and tax

02 · Finance · Tax · LegalFinance, tax and legal tasks

Finance

  • Plan the sale of remaining inventory, and compare holding costs with the cost of price reductions
  • Release retention to the contractor once the defects liability period (DLP) under the contract has ended
  • Repay all debt in full and release the collateral
  • Prepare actual Project IRR and Equity IRR against the feasibility study, together with a project closing report

Tax and accounting

  • Corporate income tax at the standard rate of 20%, reversal of deferred tax, and use of accumulated losses before they expire after 5 accounting periods
  • Withholding tax on dividends is 10% in the general case; some types of recipient are subject to different conditions, so check with a tax adviser
  • In a liquidation, amounts paid out in excess of paid-in capital may be treated as dividends for shareholders
  • Prepare complete SBT, WHT and VAT documents before starting the liquidation, as the winding-up period is often audited
  • File the audited financial statements and the final PND 50, and retain documents for the period required by law

Law

  • Hand over common property, funds and common-area fees to the condominium juristic person. The seller remains liable for common-area fees on unsold units
  • The warranty period must be read across the sale agreement, the construction contract and the applicable law. The source documents are inconsistent, so confirm with a legal adviser before setting the reserve
  • Register the dissolution, liquidate, close the VAT registration and clear tax. Plan for 12–24 months
Project close-out sequenceApproximate order; some tasks run in parallel
Project close-out sequenceClose-out sequence: sell remaining stock, repay debt and release security, release retention when the DLP ends, compare actual IRR with plan, file audited accounts and the final PND.50, then decide to hold or dissolve; liquidation takes 12–24 months.Sell remaining stock · holding cost vs discount1Sell remaining stockholding cost vs discountRepay all debt · and release security2Repay all debtand release securityDLP ends · release contractor retention3DLP endsrelease contractor retentionActual IRR vs feasibility · project close-out report4Actual IRR vs feasibilityproject close-out reportAudited accounts · final PND.505Audited accountsfinal PND.50◆ Hold or dissolve · liquidation 12–24 months6◆ Hold or dissolveliquidation 12–24 months

03 · RoadmapRoadmap tasks

P10 After transfer and project closing

#TaskCategoryResponsible partyOutcomeTime
10.1Sell remaining inventoryFinanceSales/FinancePlan for selling unsold units and review holding costs ⚠ Unsold inventory carries holding costs12–24 months
10.2Release final retention and close out the contractorInvestment budgetQS/FinanceRelease retention after the DLPEnd of DLP
10.3Final audited financial statements and annual filingFinanceFinance/auditorAudited statements, annual filingAnnual
10.4Final corporate income tax and profit recognitionFinanceTax/FinanceFinal CIT, reversal of deferred tax, use of lossesAnnual
10.5◆ Actual project/equity IRR against feasibilityInvestment budgetFinance/FAVariance of actuals against feasibility, actual returns achievedAt project closing
10.6Pay dividends / distribute profitFinanceFinance/TaxDividend resolution, withhold WHT on dividends ⚠ Dividends are subject to WHTAfter closing the accounts
10.7Dissolve/liquidate the SPV (if applicable)Legal/financeLawyer/taxRegister the dissolution, clear tax ⚠ A liquidation may give rise to deemed dividends12–24 months
10.8Manage the DLP until expiry and hand over to the juristic personLawPM/lawyerRectify all defects, hand over all common propertyEnd of DLP
10.9Lessons-learned report and project closingInvestment budgetFinance/PMProject closing report, KPI benchmarksAt project closing

04 · MetricsMetrics to watch

FigureWhat it is used for
Remaining units and monthly holding costsSet the acceptable discounted selling price
Defect rectification cost against reserves and retentionAssess whether the reserves are sufficient
Free cash after reservesDetermine the dividend amount
Actual Project IRR and Equity IRR against planReview assumptions and performance
Actual Profit on Cost and MOICCompare with other projects; reference MOIC 1.8x–3.0x
Cost variance by categorySet the budget for the next project
Accumulated losses and expiry yearsDecide whether to dissolve or keep the company

Cash distributable to shareholders = cash - remaining debt - tax payable - retention - defect reserve

If paid as a dividend, there must be sufficient retained earnings and the legal procedures must be followed. Cash on hand may therefore exceed the amount that can be paid as a dividend

Cash distributable after all obligationsConceptual view of the formula above; heights are not real figures
Cash distributable after all obligationsCash less remaining debt, tax payable, retention and the defect reserve leaves the cash distributable to shareholders.CashCashRemaining debt− RemainingdebtTax payable− TaxpayableRetention− RetentionDefect reserve− DefectreserveDistributable to shareholders= Distributableto shareholdersIf paid as a dividend, the amount is further limited by retained earnings and legal procedures

05 · Decision GateDecision gate

Hold or dissolve: questions to answer in orderFrom the Hold and Go conditions below
Hold or dissolve: questions to answer in orderIf any answer is yes (a next phase, remaining stock or rental pool, usable tax losses, a binding management contract, or other exits not ready), hold the SPV. If all are no, and accounts, taxes, debt, retention and defect risk are cleared, dissolve the company.Is there a next phase on the same land?1. Is there a next phase on the same land?YesNoIs there remaining stock or a rental pool?2. Is there remaining stock or a rental pool?YesNoAre there tax losses still usable?3. Are there tax losses still usable?YesNoIs a management or brand contract still binding?4. Is a management or brand contract still binding?YesNoAre other exit options not yet ready?5. Are other exit options not yet ready?YesHoldkeep the SPVNo to allBefore dissolving, confirm✓ Audited accounts, taxes filed✓ Debt, tax, retention cleared✓ Defect risk has an ownerGo: dissolveliquidation 12–24 months

Go: dissolve the company

  • Audited accounts closed and all tax filed
  • Debt, tax and retention fully cleared
  • No plan for a next phase or recurring income
  • No remaining tax benefits worth keeping the company for
  • Defect risk has passed or someone clearly bears the burden

Hold: keep the SPV

  • There is a next phase on the same land
  • There is still remaining inventory or a rental pool
  • Accumulated losses remain that can still be used
  • A management or brand agreement is still binding
  • Other exit options are not yet ready, such as an asset sale or refinancing

06 · Common PitfallsCommon pitfalls

  • Paying out all dividends before the DLP expires and before setting aside money for tax
  • Dissolving the company too early while accumulated losses or usable privileges remain
  • Starting the liquidation while the tax documents from the transfer period are incomplete
  • Underestimating the time needed for liquidation
  • Holding leftover inventory without counting the holding cost
  • Not preparing a project closing report, so the old assumptions are reused on the next project

Sources

  1. Development Breakdown & Roadmap: Condominium-for-Sale (generic template)
  2. Real Estate Project Strategic Financial Management Handbook: A Practical Guide
  3. Strategic Finance Handbook, Chapter 1

Compiled by Chirayuthchai Traisaengsathean
Last reviewed 9 Nov 2026

This article provides general information for educational purposes and is not advice on investment, legal, accounting or tax matters for any specific case. Check the current laws and standards before applying it.

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Key questions Strategic Questions

  1. Is holding the inventory for another 12 months worth more than cutting the selling price today, once all holding costs are included?
  2. Are the accumulated tax losses that can still be used valuable enough to justify keeping the SPV, and in which year do they expire?
  3. Is there a next phase on the same land, or management and brand agreements that are still binding?
  4. Do actual returns differ from plan because of price, cost or timing, and what lessons should go into the next project's budget?
  5. After the company is dissolved, who bears the risk of any remaining defects?
Related parts of the handbook

Strategic Finance

Project Accounting

Real Estate Project Law