Civil and Commercial Code
Governs share transfers, shareholder meetings, special resolutions and amalgamation.
Practice area
M&A & Legal Due Diligence
Checking what you are buying and structuring the deal so it can actually close.
Buying a company, its shares or its assets in Thailand carries risks that financial statements do not show: non-transferable leases, licences tied to the original shareholders, pending litigation or accrued employment liabilities. We run structured legal due diligence, grade the findings by severity, and translate them into protective terms in the sale agreement.
What this practice covers
- Structured legal due diligence on the target company
- Review of key contracts, leases and change-of-control restrictions
- Review of operating licences and shareholder-linked conditions
- Litigation, disputes and unrecorded liability review
- Drafting and negotiating share or asset purchase agreements
- Shareholders agreements and post-closing arrangements
- Registration of corporate changes with the DBD
- In-house notarisation and certified translation of deal documents
How we work on your matter
- 1Agreeing the scope and issuing the document request list
- 2Opening the data room and reviewing by risk category
- 3Follow-up queries and verification against public registries
- 4Issuing the due diligence report with severity ratings and recommendations
- 5Drafting and negotiating the agreement to reflect the findings
- 6Closing the transaction and completing the required registrations
Documents to prepare
- Corporate certificate, shareholder list and articles of association
- Financial statements and historical tax filings
- Material contracts, leases and key supplier or customer agreements
- Operating licences and regulatory approvals
- Employee register, employment contracts and work rules
- Litigation schedule and demand letters received
Points to watch
- Many contracts contain change-of-control clauses requiring prior consent.
- A share purchase carries all existing liabilities, unlike a targeted asset purchase.
- Historic tax exposure can surface after closing; contractual protection is essential.
- Findings are limited to what the seller discloses; we always state that limitation in the report.
Typical timeframe
Due diligence on a small to mid-size target usually takes a few weeks once documents arrive; negotiation and closing depend on deal complexity and the number of approvals required.
Timeframes are indicative only and depend on the authority, the court calendar and the completeness of your documents.
What the accounts do not tell a buyer
Accounts report the past. They do not say whether the factory lease is transferable, whether a licence is tied to the outgoing director, or whether an unrecorded labour dispute is pending. These become real costs after closing, when the money has already moved and renegotiation is no longer available. Legal due diligence is worth most before signature, not after.
Our report grades findings into three tiers: fix before closing, cover by contract, and acceptable. Each tier carries the specific clause we recommend, so the buyer can use the report as a negotiating instrument on price and terms rather than filing it away.
Deal structures that actually close in Thailand
In practice most deals stall on administration rather than price: director changes must be registered within set deadlines, some licences require a fresh application rather than a transfer, and land transfers attract fees and specific business tax that the parties have not allocated. We therefore set out the conditions precedent clearly from the outset.
Where a party sits overseas, notarisation and certified translation add time. Because we provide both in-house, cross-border document turnaround shortens noticeably and the risk of rejection for the wrong certification format drops.
Laws that govern this matter
Summarised for general understanding only. The application of each provision depends on the facts of your case.
Trade Competition Act B.E. 2560 (2017)
Imposes merger notification or approval duties in defined cases.
Foreign Business Act B.E. 2542 (1999)
A change in shareholding can make the company "foreign" and affect its licences.
Example situations and how they are handled
These are constructed examples used to explain procedure. They are not client matters, and no outcome is implied or guaranteed.
Illustrative scenario: key contract has a change-of-control clause
Situation: Due diligence reveals change-of-control restrictions in the lease and a major customer contract.
Usual approach: Obtain counterparty consents as conditions precedent so the buyer does not carry the risk after closing. (Hypothetical.)
Advice for your specific situation
Buyers
- Financial statements do not show legal risk: unfiled claims, contractual burdens or expiring licences.
- Match warranties and indemnities to diligence findings, with a holdback mechanism.
Sellers
- Tidy corporate records before opening the data room — it protects value and shortens negotiation.
- Disclose known issues systematically rather than letting the buyer discover them.
Every matter — what to do in the first 7 days
- Gather every original document in one place, keep scanned copies, and note the date you received each one.
- Write a dated timeline — the date you received a notice or learned of the event usually starts the limitation or appeal clock.
- Do not sign a settlement, debt acknowledgement or withdrawal before a lawyer reviews it — it may extinguish existing rights.
- Preserve digital evidence unaltered (full screenshots, original files, emails with headers) — edited files are easy to challenge.
This service in your province
Province pages set out the courts and authorities with jurisdiction locally, and answer the questions people in that area ask.
Frequently asked questions
Share purchase or asset purchase — what is the difference?
A share purchase takes the whole company including its liabilities and history; an asset purchase takes only selected items but usually requires new licences and contract novations.
How necessary is due diligence?
It matters most where the business holds licences, long-term contracts or a sizeable workforce, since those risks do not appear in the accounts.
What restrictions apply to foreign buyers?
The Foreign Business Act, sector-specific licence conditions and land restrictions all apply; we check these before negotiations begin.
Do existing employees transfer?
It depends on structure: a share purchase leaves employment untouched, while an asset purchase raises transfer-of-employment issues under labour law.
Related services
Other practice areas
Litigation & Court RepresentationCivil, criminal, labour, family, succession and land disputesCorporate & CommercialIncorporation, contracts, foreign business, BOI and complianceImmigration & Foreign NationalsVisas, work permits, residency and lawful statusIntellectual PropertyTrademarks, copyright, patents and enforcementLand & Real EstateTitle due diligence, sale, lease and transfer at the Land OfficeFamily & SuccessionMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & EnforcementResolving disputes outside court and making awards effectiveNotarial Services & International DocumentsSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business LicensingStructuring foreign investment in Thailand correctly from day one.Tax, Accounting & Employer ComplianceKeeping every statutory tax and accounting deadline under control.PDPA & Data Protection ComplianceBuilding data protection practices that match Thailand’s PDPA.Condominium & Foreign Property OwnershipChecking title, documents and transfer before a major payment is made.Employment & Labour LawAdvising employers and employees under the Labour Protection Act.Integrated Legal Support ServicesInterpreters, documents, agency runs and case tracking in one place.Judgment Enforcement & Asset TracingTurning a judgment into actual recovery through lawful tracing, seizure and attachment.Administrative Law & Appeals Against State DecisionsChallenging unfair administrative decisions through the correct procedure and deadlines.Cybercrime, Online Fraud & Asset RecoveryActing quickly when money is transferred by deception or rights are violated online.Company Secretarial & Corporate RegistrationsKeeping registrations, meetings and statutory records complete and on time.Wills, Succession & Estate AdministrationDrafting wills that hold up, and administering estates correctly under Thai law.Monthly Retainer Counsel for Businesses & ExpatriatesA standing legal team that knows your business, without hiring in-house staff.
Speak with an attorney about your matter
Tell us the facts and we will explain the options, the documents required and the realistic timeframe before you decide.