Legal service for foreign clients
Corporate & M&A Lawyer — Due Diligence, Joint Venture in Thailand
Mid- to large-cap deals under FBA, BOI, JV — structuring and protection.
Quick answer
An acquisition requires checking foreign status after the ownership change and classifying the actual activities. FBA List One is prohibited, while Lists Two and Three follow different section 17 authorities. Section 10 treaty rights (certified under section 11) and section 12 promoted-business certification apply only within their qualifying scope, not to every activity. Review legal, tax, labour and IP exposure before signing the SPA. Contact our team for a quotation.
Contact our team for a quotation — Contact our team for a quotation · Timing is agreed after reviewing target size, data room and approval conditions
Who this is for
- Foreign investors acquiring Thai businesses
- Founders seeking investors / exit
- Companies restructuring holdings
- Cross-border JV partners
What you receive
- Legal / tax due diligence report
- Deal structuring: BOI, FBL, Amity, JV
- SPA / JV / Shareholder Agreement
- Post-closing integration + regulatory filings
- Escrow and closing coordination
Documents to prepare
- Term sheet / LOI
- 3-year financial statements
- Cap table + shareholder registry
- All material contracts
How it works
5-step process
- 1
Kick-off + define DD scope
Agree scope legal / tax / labor / IP.
- 2
Data room + DD review
Set up VDR, review documents.
- 3
Red-flag report + negotiation
Deliver risk report, adjust price / warranty.
- 4
Definitive agreements
Draft SPA + closing conditions.
- 5
Closing + post-closing
Closing ceremony + regulatory filings.
In depth
Corporate & M&A Lawyer — Due Diligence, Joint Venture: what foreign clients need to know
Thai deals come apart over obligations that the financial statements never show — historic tax exposure, leases with change-of-control restrictions, unresolved labour claims — far more often than over price. Our lawyers and accountants therefore work side by side from the diligence stage, so each finding turns into either a contractual protection or a concrete price adjustment.
Share purchase or asset purchase: the choice that reshapes the whole risk
A share purchase takes the business whole, including liabilities and claims not yet visible. An asset purchase takes only what is wanted but requires transferring licences, leases and employees afresh — and some licences cannot be transferred at all. The buyer must weigh convenience against inherited risk case by case.
The tax profile of the two routes also differs sharply for both sides. Modelling the transaction's tax burden belongs before the price is agreed, not after signing, because the seller's net proceeds and the buyer's future cost base depend materially on the structure chosen.
Diligence that pays off reaches the source documents
Reading accounts alone will not surface the costliest problems. What must be opened are the actual contracts with major customers, facility covenants with lenders, outstanding Revenue Department assessments, the historic shareholder register, and personnel files showing accrued entitlements. Findings like these are negotiable only before signing.
Where the business is licensed or has foreign shareholders, the review must confirm that the post-deal shareholding remains within permitted limits. Certain changes of control require fresh approval or end promoted-investment privileges, which affects enterprise value directly.
Protections matter only if they are enforceable when trouble comes
Representations and warranties count when they are backed by machinery: a retention held in escrow, sensible caps and claim windows, and indemnities that state how loss is computed. An agreement with elegant wording but no fund to claim against rarely helps the buyer once the problem materialises.
The gap between signing and completion needs covenants restraining the seller from taking on new debt, changing employment terms or paying dividends out before handover, plus conditions precedent stating what must be done before the final payment. That is what makes completion happen as agreed.
Cost structure: government fees vs professional fees
| Item | Official fee | Professional fee | Note |
|---|---|---|---|
| Legal and financial diligence before purchase | Actual charges for certified corporate and land records | Contact our team for a quotation | Groups with several entities or upcountry branches take longer |
| Drafting and negotiating the share or asset purchase agreement | Stamp duty and registration fees for the changes under the regulations | Contact our team for a quotation | Includes ancillary documents such as the shareholders' agreement and third-party consents |
| Completion mechanics and post-deal registrations | Registration fees for the new directors and shareholders at DBD rates | Contact our team for a quotation | Covers notifying licensing authorities and updating employment paperwork |
Acquiring a parts manufacturer carrying historic tax exposure
Situation: The buyer had agreed a price before an assessment still under appeal came to light
What we did: We sized the maximum exposure, then negotiated a retention in escrow with a tax-specific indemnity
Illustrative example; outcomes depend on the facts and the authority's decision.
Two shareholder camps separating while keeping the business running
Situation: One side wanted a full exit; the other wanted to keep the key customers
What we did: We structured a staged buy-back with a non-compete drawn to an enforceable scope, and reset the shareholders' agreement for the new structure
Illustrative example; outcomes depend on the facts and the authority's decision.
When to act, and when waiting is fine
Price talks have started but nothing binding is signed
Put a letter of intent in place covering diligence scope and confidentiality before internal data is opened
The target holds a special licence or investment-promotion privileges
Check change-of-control conditions before fixing the structure; some cases need prior approval
Live disputes or pending cases appear in the target
Quantify the exposure and convert it into a discount or a retention rather than accepting it on trust
The seller pushes for an unusually fast close
Slow down and complete the review; haste often masks undisclosed liabilities or a deadline the seller is struggling with
Documents in detail
| Document | Issued by | Certification / translation | Validity |
|---|---|---|---|
| The latest shareholder list filed with the registrar | Department of Business Development | Must be a certified extract so shareholding percentages and shareholder nationality are confirmed before the deal | Use the most recent filing and separately check for mid-year changes |
| The company's articles and memorandum of association | The companies registrar | Read the transfer restrictions and special quorum rules, which may give existing shareholders a right of first refusal | Use the latest amended version as registered |
| Audited financial statements for the past three years | The target's certified auditor | The auditor's report and the full notes must be included, not just a single balance-sheet page | Supplement with internal accounts up to the negotiation date |
| Material contracts containing change-of-control provisions | The target's counterparties | Some require counterparty consent before closing, or they can be terminated right after the share transfer | Check each expiry date against the revenue assumptions in the deal |
| Operating licences plus labour and tax records | The licensing authorities, the Revenue Department, and Social Security | Ask for clearance on outstanding tax and contribution status to size hidden liabilities | Obtain fresh copies before closing rather than relying on ones from the start of talks |
Timeline and who does what
| Stage | Owner | Duration | Detail |
|---|---|---|---|
| Structure the deal and sign the letter of intent | Handled by our team | 1–2 weeks | We first settle share purchase versus asset purchase, because that single choice drives the tax burden, which liabilities follow, and whether licences must be re-applied for. |
| Run due diligence across the business | Handled by our team | 3–6 weeks | Legal, tax, labour, and intellectual-property review run in parallel, ending in a risk register that must translate into price terms or contractual warranties. |
| Negotiate the share purchase agreement and closing conditions | Handled by our team | 3–5 weeks | We set the price-adjustment mechanism, the escrow retention, and the seller's liability caps to match the risks actually found. |
| Obtain the required approvals and convene shareholder meetings | Depends on the agency | 2–8 weeks depending on licences and any regulator involved | Some sectors need a regulator's clearance or a merger notification, and that timeline dictates the real closing date more than the parties' own schedule. |
| Closing and the post-closing steps | Handled by our team | One closing day, then one to three months of follow-through | Shares transfer, directors and signing authority are re-registered, banks are notified, and the full document register is handed to the buyer. |
Common pitfalls
Buying shares without checking unpaid tax, so the buyer inherits liabilities that arose before the transfer
Obtain a tax status letter and hold an escrow retention for as long as the Revenue Department can still assess retrospectively
Overlooking transfer restrictions in the articles, leaving the transfer open to challenge
Review the articles and any shareholders' agreement before the letter of intent is signed
Key staff resigning after closing because nothing was locked in beforehand
Make new employment or retention agreements with key people a condition precedent to closing
A structure that pushes foreign ownership past the limit through nominees, contrary to the foreign business law
Design a compliant structure instead, for instance by applying for a foreign business licence, or by taking an investment-promotion privilege instead
Doing it yourself vs working with us
| Aspect | On your own | With our team |
|---|---|---|
| Visibility of risk before money moves | Relies on the seller's account and a one-page financial summary | A diligence report that prices each risk and proposes a way to handle it |
| Contractual protection | A short agreement with no warranties and no route to claw money back when problems surface | Warranties, conditions precedent, and negotiated liability caps |
| Deal taxation | Stamp duty and tax on the share-price gain are often not computed in advance | We structure and quantify both sides' tax before the final price is fixed |
| Handover of the business | Company records are scattered and the buyer spends months chasing them | A single indexed set of records, contracts, and licences handed over on closing day |
FAQ
Frequently asked questions
Amity Treaty vs BOI?
Amity depends on US eligibility, treaty reservations and a section 11 certificate. BOI benefits depend on the activity and promotion conditions; neither tax nor visa benefits are automatic. Qualifying promoted List Two or Three operations need section 12 certification.
Nominee arrangements — legal?
Illegal under FBA section 36 for Thai individuals or Thai entities holding shares or operating on a foreigner's behalf, and for foreigners who join in or consent: up to 3 years' imprisonment, a THB 100,000–1,000,000 fine, or both. The court may order the arrangement or shareholding to end, with a daily fine of THB 10,000–50,000 while it continues. Structures where Thai shareholders genuinely invest require case-specific review of funding, voting and control.
How long is DD?
It depends on target size, scope and document readiness, so timing is set after an initial review.
Is escrow available in Thailand?
Yes, through agents licensed under the Escrow Act B.E. 2551 for the transaction types it covers.
M&A regulatory filings?
It depends on the transaction: director or capital changes are registered with the DBD; Revenue Department and Social Security filings follow changes in entity or employer status. Section 51 of the Trade Competition Act 2017 distinguishes mergers that must be notified within 7 days when thresholds are met from mergers that may create a monopoly or dominant position, which need prior approval. Sector-regulated businesses need additional checks.
How long from starting diligence to completion?
Mid-sized deals usually run two to four months, driven by how ready the seller's records are and how many licences need notifying.
Does the buyer inherit liabilities arising before completion?
In a share deal the company remains liable as before; in an asset deal exposure is narrower but the transferred items must be listed precisely.
Must employees consent when ownership changes?
A share purchase leaves the employer unchanged so no consent is needed; transferring the business to a new entity requires each employee's consent.
Are non-compete clauses actually enforceable?
Yes, where the geography, duration and business scope are reasonably limited; overly broad clauses are usually cut back by the courts.
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Written by: Thai Law & Accounting Services — attorneys and licensed accountants
Professional review: A lawyer must review the applicable law and facts before use in a real matter. This notice does not establish that this page has been reviewed or certified by a lawyer.
Last updated: 2026-08
Information as of August 2026. Government fees and processing times change — verify with the relevant agency before acting, or let our team verify for you.