Short Answer
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 foreign-worker authorisations are not ready, foreign employees may need to remain genuinely employed by their existing authorised employer during the transition.
The incoming business can potentially reimburse agreed personnel costs, but reimbursement does not itself authorise the employees to work for the new employing entity.
Employment transfer, work authorisation and immigration status should converge on one planned cut-over date.
Why This Matters
Commercial handovers often move faster than immigration processes.
A business transition may already be underway while the intended employing company or work-authorisation package is still being prepared.
Foreign staff can then sit in an awkward middle ground: payroll and work authorisation remain with the old company while costs and day-to-day operational control begin moving toward the incoming business.
Typical Scenario
A new operating company will take over a business on 1 October.
Thai employees can be prepared for transfer, but the new company’s foreign-employment documentation will not be ready by that date.
Management asks:
“Can the old employer keep the foreigners on payroll while the incoming business reimburses their salaries?”
Potentially—but only if the transitional reality matches the authorised employment position.
Practical Analysis
01Do not create an employer that does not yet legally exist.
A company that has not been incorporated cannot yet become the employee’s legal employer or complete the normal company-side work-authorisation process.
02If the old employer remains employer, keep that arrangement genuine.
During the interim period, payroll, HR authority and work instructions should remain consistent with the foreign employee’s existing authorisation.
The parties should avoid saying “old employer for paperwork only” while the worker has already moved operationally to the new company.
03Cost reimbursement is not work authorisation.
The new operator may reimburse the old employer for agreed personnel cost as an intercompany or transition expense.
That financial arrangement does not by itself add the incoming business as an authorised employer or permit the employee to perform work for it.
04Restrict premature instructions.
If the employee cannot yet lawfully work for the incoming business, the transition structure should control who gives instructions and what work is performed before the formal change.
05Prepare the employment transfer separately.
When the legal employer changes, section 13 of the Labour Protection Act requires employee consent in the circumstances covered by that provision and preserves employee rights and obligations with the new employer.
The transfer document should address service continuity and accrued rights as well as the immigration timetable.
06Complete the foreign-worker change process before the operational switch.
Once the new company is ready, confirm the correct Department of Employment or BOI route for adding or changing employer and align the worker, employer and immigration filings.
Do not use the intended effective date in the employment letter if the regulatory route cannot support that date.
07Use one cut-over checklist for all systems.
The date on which the employee moves should align:
employment employer → work authorisation → immigration basis → payroll → social security → reporting line → cost allocation
A partial transfer recreates the mismatch the transition was intended to avoid.
What We Usually Look At
We review the new company’s incorporation status, existing employment and work authorisation, transition duties, payroll and recharge structure, employee consent, accrued rights, Department of Employment or BOI process, immigration permission, social security and the proposed effective date.
Common Traps
Typical mistakes are transferring everyone on the commercial handover date, treating reimbursement as permission to work, letting the incoming business direct foreign staff before authorisations are ready, signing employment transfers with an entity that does not yet exist and using different effective dates across payroll, work permits and immigration records.
Practical Next Step
Build a foreign-employee transition table:
employee → current authorised employer → transition duties → who gives instructions → cost reimbursement → new company ready? → employee consent → new authorisation → immigration update → payroll cut-over
The employee should move only when the legal and regulatory columns can move together.
Legal Sources
- Labour Protection Act B.E. 2541 (1998), section 13, as amended by Labour Protection Act (No. 7) B.E. 2562 (2019), on employee consent and continuity when the employer changes.
- Emergency Decree on Management of Foreigners’ Working B.E. 2560 (2017), as amended.
- Department of Employment guidance on changing or adding an employer and the associated Bor.Tor.44, Bor.Tor.52, Bor.Tor.53 and Bor.Tor.55 processes, as applicable.
- Department of Employment Foreign Workers Administration Office FAQ requiring foreign workers to work with the employer specified in their work authorisation.
- Immigration Act B.E. 2522 (1979) and current Immigration Bureau procedures where the employee’s permission to stay is employment-based.
General legal information only. Please seek advice on your specific facts. Laws and regulatory practice may change.