Practical Notes
Practical questions about investing, building and operating in Thailand.
70 results
01Can you apply for BOI promotion before setting up the Thai company?
Yes. Thailand’s Board of Investment (BOI) allows an individual promoter to file an investment-promotion application before the intended Thai operating company is incorporated. But…
02When should investors remit funds for a Thai capital increase?
Do not choose the remittance date in isolation. For a Thai private company, shareholder approval, the issue of new shares, payment, bank evidence and registration with the…
03Can one joint-venture shareholder block a meeting simply by not attending?
Sometimes, yes. Thai law sets a baseline quorum for a private-company shareholders’ meeting, but a joint venture can impose additional attendance requirements in its registered…
04Does the end of a right-of-first-refusal period mean a shareholder is free to sell?
Not necessarily. A right of first refusal is a transfer restriction that gives an existing shareholder the opportunity to take a proposed sale before the shares are sold to an…
05Should a new shareholder sign the shareholders’ agreement before the share transfer is registered?
Usually, the safer transaction design is to make the incoming shareholder’s accession to the shareholders’ agreement part of closing rather than leave it until afterwards. But…
06What happens when a fixed-term joint venture expires but the business is still operating?
First determine what has actually expired. A fixed term in a shareholders’ agreement is not automatically the same thing as a fixed legal term of the Thai company itself. If the…
07How much capital does a foreign-owned Thai company need for a Foreign Business Licence?
Do not assume the answer is simply THB 3 million. For a business requiring a Foreign Business Licence (FBL), the statutory floor is generally THB 3 million per business, but the…
08Can parties sign a Thai operating contract before the intended company exists?
Yes, but the future Thai company cannot sign a contract before it legally exists. Someone else must contract in the interim — for example a promoter, foreign parent or existing…
09Can foreign governing law or arbitration cure a Thai foreign-ownership restriction?
No. Choosing foreign governing law or offshore arbitration can change how contractual disputes are resolved, but it does not make a Thai business structure lawful if the structure…
10Before relocating an assembly operation to Thailand, what should investors map first?
Map the actual process, site and goods flow before choosing the legal structure or incentive package. “Assembly in Thailand” is not a regulatory category by itself: the factory…
11When should you get written confirmation that a product is subject to Thailand’s mandatory industrial standards?
If it is genuinely unclear whether a product falls within a mandatory Thai industrial standard, do not rely only on a supplier’s view or an informal phone call. The Thai…
12Does assembling a product in Thailand make it “Thai origin” for U.S. import purposes?
Not automatically. A product assembled in Thailand may qualify for Thai origin treatment only if the applicable origin rules are satisfied. Separately, U.S. authorities apply U.S.…
13What should a borrower verify before relying on a refinancing payoff and release figure?
Do not treat an internal accounting balance as the amount needed to release the existing lender’s security. Before refinancing, the borrower should obtain a current payoff…
14How should acquisition funding, security release and asset transfer be sequenced at closing?
A financed acquisition should be planned as one connected closing sequence. If the asset is already mortgaged, the buyer may need the new lender’s money to repay the old lender;…
15Should acquisition or refinancing debt sit in the existing operating company or a new special-purpose company?
There is no universal “cleaner” answer. Using the existing operating company may avoid transferring assets and licences, but the lender also sees that company’s legacy…
16How should related-party debt be documented and traced in a refinancing?
If refinancing proceeds may be used to repay a shareholder, parent company or another group company, the borrower should be able to show what the original debt was, who advanced…
17How do you sell a business when key assets and contracts sit across different group companies?
Do not assume that a sale agreement signed by one group company can transfer the whole business. Before signing or closing, map who owns each material asset, who is party to each…
18Can a business acquisition close before all operating licences transfer?
Sometimes the ownership transaction can close before every operational licence is reissued or transferred—but that does not mean the buyer can lawfully operate every regulated…
19How should a Letter of Intent be drafted if the parties do not want the acquisition itself to be binding?
State the position expressly. A Letter of Intent is a preliminary deal document used to record the main commercial understanding before the final acquisition agreement is signed.…
20What should a hotel owner check before terminating a franchise or brand agreement when the hotel is sold or rebranded?
Do not assume that paying an “early termination fee” ends the hotel’s relationship with the brand. A hotel franchise or brand agreement can create several separate exit…
21Can a buyer keep the existing hotel brand on the seller’s terms after acquiring the hotel?
Not necessarily. A hotel sale does not automatically transfer the seller’s franchise or brand bargain to the buyer. The existing agreement may require brand approval of the…
22What does a building certificate actually prove before you buy or redevelop a property in Thailand?
It depends on the document. There is no single “building certificate” that proves every aspect of a property is legally usable. A municipal letter identifying existing structures…
23What environmental approvals should a buyer verify before acquiring or financing a project in Thailand?
Do not treat an environmental consultant’s report—or the consultant’s professional licence—as proof that the project itself received the required environmental approval. First…
24Can you register a long-term lease over mortgaged land in Thailand?
Yes. An existing mortgage does not by itself prevent registration of a lease. Department of Lands guidance has specifically stated that a land registrar should not refuse a lease…
25What happens to accrued employee rights when staff move to a new operator or employer?
If employees are to move to a new legal employer, the commercial contract alone is not enough. Section 13 of Thailand’s Labour Protection Act requires employee consent where the…
26When does a consultant arrangement start looking like employment?
Calling someone a “consultant” does not decide their legal status. If the company controls when and how the person works, requires regular attendance, manages leave, integrates…
27Should the operator, licence holder, employer and revenue recipient be the same company?
Not always. A business group can lawfully use different companies for property ownership, staffing, licences, contracting and payment collection. The problem arises when those…
28Can a service provider use a client’s data for its own analytics or benchmarking?
Only if the legal role, purpose and contract support that use. A provider may receive client data to perform a service. That does not automatically give the provider the right to…
29What data, reports and system-access rights should survive termination of an outsourced service?
Agree the exit rights at the start, not when the relationship is already ending. The contract should distinguish the client’s source data, personal data, completed reports, the…
30Can a service provider charge all future fees when a customer exits early?
Not every claim for all remaining fees is automatically valid—or automatically invalid. The answer depends on the contract, the reason for termination, the governing law and what…
31What should a Thai company check before calling a shareholders’ meeting for a capital increase?
A capital increase should not start with a calendar invitation. For a Thai private company, issuing new shares requires a special resolution of the shareholders. Before the notice…
32Which date starts the deadlines when a Thai company is dissolved?
Do not put one date into the checklist and label it simply “dissolution date.” Different Thai corporate and tax obligations can run from different events. For a voluntary…
33Can all shareholders approve a resolution in writing instead of holding a meeting in Thailand?
Do not assume so. Thai private-company law does not contain the broad shareholder written-resolution mechanism found in some other jurisdictions, where members can simply sign a…
34Can a company withhold dividends until a shareholder fully pays for its shares?
Not simply because that was the commercial intention. For ordinary shares in a Thai private company, section 1200 of the Civil and Commercial Code states that dividends are…
35What if BOI approval arrives on terms that change the economics of the investment?
Receiving Board of Investment (BOI) approval should not automatically mean that an investor is contractually required to fund. The approval letter may contain a promoted activity,…
36Can a new operator take over an existing factory licence, or must it apply again?
Sometimes an existing factory licence can be transferred to the incoming operator. It is not, however, a licence that automatically follows the building. Under Thailand’s Factory…
37Can a BOI-promoted factory use privileged machinery for non-promoted work?
Not without checking the Board of Investment (BOI) position first. BOI currently states that machinery imported using BOI import-duty privileges must be used for the promoted…
38Which language controls when a bilingual contract says different things?
First read the contract’s own language-priority clause. Thai Civil and Commercial Code section 14 provides a default rule where a document is made in several languages including…
39How should a contract deal with repeated breaches without creating an excessive penalty?
A contract can use fixed amounts to create a clear consequence for repeated operational breaches, but the amounts should be designed around legitimate protection and the nature of…
40Should a company ever pay a corporate supplier into a personal bank account?
Treat the request as an exception that requires verification—not as automatically illegal and not as routine. If the contract and invoice identify a company as the supplier, the…
41How do you measure a service provider’s performance when it cannot guarantee the commercial result?
Do not confuse a no-guarantee clause with an agreement that has no measurable performance standard. A consultant, technology provider or outsourced specialist may legitimately…
42When does a supplier rebate become an expensive purchase commitment?
When the rebate is evaluated separately from the obligations needed to earn and keep it. A supplier may offer cash support, free equipment, marketing funding or a volume rebate in…
43When is a loan really an intra-group loan for Thai regulatory purposes?
Calling two companies “group companies” is not enough. For a company that is a foreigner under Thailand’s Foreign Business Act, lending money is generally treated as a service…
44Can a company delay tax filings because its audit is not finished?
No—not merely because the auditor is late. An audit delay does not automatically move statutory corporate or tax deadlines. For a Thai limited company, annual compliance contains…
45Can debt-restructuring tax relief apply when different types of creditors are being repaid?
Potentially, but do not assume that one qualifying restructuring makes every creditor eligible. Thailand’s Royal Decree No. 742 B.E. 2565 (2022) provides tax relief for specified…
46How should an asset sale price be allocated when tax relief applies only to part of the transaction?
Do not assume that the headline purchase price is the tax-relief base. A business sale can include land, buildings, equipment, inventory and other rights under one price. If the…
47If the parties agree a new repayment schedule after judgment, does the original judgment still remain enforceable?
It depends on what the later agreement is intended to do. A creditor can give a judgment debtor more time without necessarily giving up the existing judgment, security or…
48Does outsourcing workers remove the company’s employment-law exposure?
No. A company can use a labour supplier or outsourcing contractor, and the supplier may remain the workers’ contractual employer for many purposes. But that does not mean the…
49Can a multinational use its global employee handbook as Thai work rules?
Only if it is properly localised to satisfy Thai law. A global handbook can remain an important group policy document, but a Thai employer with 10 or more employees must have work…
50Can an employer extend probation without resetting the employee’s service period?
An employer may be able to extend the assessment period by agreement or under a properly drafted policy, but extending probation does not normally restart the employee’s service…
51What should an employer document before reducing salary or benefits by agreement?
An adverse change to salary or established benefits should not be implemented as though it were an ordinary HR announcement. If an employer wants to reduce salary, allowances or…
52Does a fixed-term contract really end without severance or other exit payments?
Not every employment contract with an end date qualifies for Thailand’s fixed-term severance exemption. Section 17 of the Labour Protection Act provides that a genuine fixed-term…
53Can an employer move existing staff to part-time work without ending their employment?
Yes, a full-time employee can move to an ongoing part-time arrangement without ending and restarting employment—but the change should be implemented as an agreed amendment, not as…
54Can a foreign employee work for a group company other than the authorised employer?
Do not assume that a corporate group can move foreign employees between affiliates informally. The Department of Employment’s current public guidance states that a foreign worker…
55How should foreign employees be moved when the new employing company is not ready yet?
Do not transfer foreign employees on a commercial handover date merely because a new business entity is taking over operations. If the new company is not yet incorporated or its…
56Can a hotel keep operating while its licence renewal is pending?
Sometimes yes—but “renewal pending” needs to mean a real renewal of an existing hotel licence, not simply that someone has started a licensing process. Under section 21 of…
57Can an accommodation business rely on a monthly-rental exemption while selling short stays?
Not if the actual business is short-stay accommodation. Section 4 of the Hotel Act excludes from the definition of “hotel” premises established to provide residential…
58Can a building pass a required inspection while repairs are still outstanding?
An inspection can identify outstanding repairs, but an unresolved defect should not be treated as though the building has already passed the relevant safety process. For buildings…
59Does a lease renewal right protect the tenant if the future rent still has to be agreed?
Not necessarily. A clause saying the tenant “may renew,” has a “right to renew,” or receives first priority can sound stronger than it really is if the parties still have to…
60How should a tenant plan handback when removal and reinstatement take longer than the lease allows?
Treat physical exit as a project that starts before the legal lease end date. A lease can require the tenant to remove equipment, dismantle tenant works, reinstate alterations and…
61Is turnover rent added to base rent, or does it only top up a minimum guarantee?
A revenue-share lease should say this mathematically, not leave the answer to labels such as “minimum rent,” “base rent” or “turnover rent.” Two common structures produce very…
62Can a business let an operator use part of its premises without accidentally creating a lease?
Possibly—but calling the arrangement a “licence,” “operating agreement” or “concession” does not decide its legal character. Under section 537 of the Thai Civil and Commercial…
63When must consent under an existing agreement be obtained before signing an outsourcing arrangement?
Before the event that the existing agreement actually makes subject to consent. A franchise agreement, brand licence, lease, management agreement, financing document or concession…
64Who should pay for fit-out and fixed improvements—and what happens to unamortised investment on exit?
Do not allocate “CAPEX” broadly. Where a tenant, operator, concessionaire or service provider invests in someone else’s premises, expenditure should be divided by the nature of…
65Can you ignore an earlier trademark application just because its response deadline has passed?
No. A missed deadline can lead to abandonment, but a past deadline shown in a report is not the same thing as an officially confirmed disposal of the earlier application. Under…
66Does changing the logo solve a trademark conflict if the words are still similar?
Not necessarily. A composite trademark is assessed as a whole. Changing the mascot, badge, colours or graphic treatment may reduce similarity, but it does not automatically solve…
67Does a trademark filing quote for several countries mean the brand is cleared in all of them?
No. A quote is usually a price and scope document. It may show the countries, classes, professional fees and filing costs that a provider proposes to handle. It does not by itself…
68Can an existing company hold a trademark temporarily while the intended new company is being set up?
Yes, a trademark application can in principle be filed by one eligible applicant and transferred later—but the interim owner should be chosen deliberately. Under Thailand’s…
69Before filing in Thailand, should you check whether the brand already has an international trademark registration covering Thailand?
Yes. A local operator should not assume that a fresh Thai application is needed until it has checked the brand owner’s existing portfolio. A Madrid System international…
70Does a brand licence automatically let the licensee keep using the related domain name?
No. A trademark licence, a domain-name registration and control of the website account are related assets, but not the same right. The licence may authorise brand use for a…
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