Practical Notes

Does 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.…

What 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…

What 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…

Can 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…

Foreign Investment, BOI & FBA

When 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…

What 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,…

Can 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…

How 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…

Foreign Investment, BOI & FBA

Should 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…

When 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…

Corporate & M&A

Can 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…

Private Capital, Finance & Shareholder Arrangements

Can 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…

Private Capital, Finance & Shareholder Arrangements

How 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…

If 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…

Does 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…

Can 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…

Can 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…

What 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…

Does 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…

Can 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…

Can 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…

How 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…

Can 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…

Can 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…

Can 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…

Does 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…

How 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…

Is 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…

Can 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…

When 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…

Who 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…

Can 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…

Does 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…

Corporate & M&A

Can 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…

Before 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…