Short Answer
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 key contract, who employs the staff, who holds the licences and who receives the revenue.
If important rights sit in affiliated companies, the deal may require separate asset transfers, assignments, new contracts, third-party consents, employee arrangements or additional sellers.
The sale perimeter should follow legal ownership—not the group’s internal description of “the business.”
Why This Matters
Businesses often operate as one commercial unit even though the legal pieces are spread across several companies.
One company may own land, another equipment, a third the intellectual property, another the employees, and another key customer or supplier contracts.
That structure may work operationally. It becomes a transaction problem when one seller promises to transfer rights it does not legally hold.
For the buyer, the real question is not simply whether the sale agreement says “all assets and contracts.” It is whether the buyer will actually receive everything required to operate the business after closing.
Typical Scenario
A buyer agrees to acquire an operating business.
The first draft says the seller will transfer all assets, contracts and rights relating to the business. During due diligence, the buyer discovers that several important items belong to affiliated companies.
Management asks:
“What exactly are we buying—and from whom?”
Practical Analysis
01Build the transaction perimeter from the operating requirements.
List what the buyer needs on day one: land, equipment, inventory, intellectual property, leases, customer and supplier contracts, licences, deposits, receivables, employees, data and systems.
Then identify the legal owner or contracting party for each item.
02Separate ownership from economic use.
A business may use an asset every day without owning it. An affiliate may have bought the equipment, a parent may own the brand, or a sister company may hold the customer contract.
03Use the correct transfer mechanism.
Different rights move differently. An asset may require a sale and registration. A receivable may be assigned. A contract requiring the buyer to replace the existing party may need a novation—an agreement that substitutes a new party into the contractual relationship—or another consent-based mechanism.
“Assignment” should not be used as a universal word for every transfer.
04Identify third-party consents early.
Contracts may restrict assignment, require change-of-control approval or require consent from lenders, landlords, brands, customers or suppliers.
05Decide whether to move the asset before closing or add another seller.
Pre-closing internal transfers may simplify the buyer-facing deal but can create tax, registration and timing issues. Adding an affiliate as seller may be cleaner for some assets.
The buyer should also test the perimeter against the purchase price. If a valuable asset or contract is excluded because it belongs to another affiliate, the commercial valuation may no longer match what the legal seller can deliver. A perimeter exercise is therefore not only legal housekeeping; it can change price allocation, closing conditions and the buyer’s ability to operate from day one.
What We Usually Look At
We review the fixed-asset register, title documents, equipment invoices, intellectual-property records, major contracts, leases, licences, employee lists, deposits, receivables, system ownership and relevant intercompany arrangements.
Common Traps
Typical mistakes are defining the sold business more broadly than the seller’s ownership, assuming group affiliation removes the need for documentation, treating assignment and novation as the same thing, and discovering third-party consent requirements shortly before closing.
Practical Next Step
Prepare a business perimeter matrix:
item → legal owner / contracting party → transfer mechanism → consent → timing → closing condition
If a critical item cannot move by closing, decide early whether to restructure, delay, carve it out or use a temporary transition arrangement.
Legal Sources
- Thai Civil and Commercial Code, sections 303 and 306 on assignment of claims, and sections 349–350 on novation and change of debtor.
- Land Code and Department of Lands transfer-registration procedures where immovable property forms part of the transaction perimeter.
- Trademark Act B.E. 2534 (1991), as amended, sections 48, 49 and 51, where trademark applications or registered marks must be transferred.
- Labour Protection Act B.E. 2541 (1998), section 13, and Civil and Commercial Code section 577, where employees move to a new employer.
General legal information only. Please seek advice on your specific facts. Laws and regulatory practice may change.