Civil and Commercial Code
Governs share transfers, shareholder meetings, special resolutions and amalgamation.
Central Thailand — Bangkok
M&A & Legal Due Diligence in Bangkok
Checking what you are buying and structuring the deal so it can actually close.
Why Bangkok matters are different
Bangkok concentrates the courts, central government departments, embassies and most corporate head offices in Thailand. A legal matter arising in Bangkok therefore usually touches several authorities at once — the court with territorial jurisdiction, the Department of Business Development, the district land offices, the Immigration Bureau and the Department of Consular Affairs. Sequencing the steps correctly from the start saves far more time than correcting them later.
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.
- Bangkok cases require choosing the court by territorial jurisdiction — the defendant’s domicile or where the cause arose. Filing in the wrong court costs weeks.
- Documents for overseas use usually pass through the MFA and the relevant embassy, each with its own queue and requirements.
- Most companies are registered in Bangkok, so corporate searches and filings are typically faster here.
- Bangkok serves many foreign clients, so bilingual documents and interpreted appointments are routine.
Courts and authorities in Bangkok
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Civil Court, Criminal Court and Bangkok municipal courts | Hear civil and criminal cases according to territorial jurisdiction in Bangkok |
| Central Labour Court | Dismissal, severance and employment-contract disputes |
| Central Administrative Court | Challenges to state orders and administrative action |
| Central Intellectual Property and International Trade Court | Trademark, copyright, patent and international trade cases |
| Central Bankruptcy Court | Bankruptcy and business rehabilitation |
| Legal Execution Department | Seizure, garnishment, auction and execution-stage mediation |
| Department of Business Development | Company registration and registered changes |
| Department of Consular Affairs, MFA | Legalisation of documents for overseas use |
| Immigration Bureau | Visas, extensions of stay and residence notification |
What we handle in Bangkok
- 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
The local process, step by step
- 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 and depend on the court calendar and the authority handling the matter in Bangkok.
Areas of Bangkok we regularly serve
สาทรสีลมบางรักวัฒนาคลองเตยห้วยขวางจตุจักรลาดพร้าวบางนาพระโขนงดินแดงปทุมวันบางกะปิดอนเมืองมีนบุรี
Laws that govern this matter — Bangkok
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 — Bangkok
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 — Bangkok
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.
Questions people in Bangkok ask
Which Bangkok court will hear my case?
It depends on the case type and territorial jurisdiction. General civil and criminal cases go to separate courts, while labour, administrative, IP and bankruptcy matters each have a specialised court. We verify jurisdiction from the parties’ domicile and the place of the events before filing.
I live upcountry but the case is in Bangkok — must I attend every hearing?
Not every hearing. With a proper appointment of counsel and power of attorney, your lawyer can act for you in many steps, but hearings where you must testify require your attendance. We tell you in advance which dates are mandatory.
Certifying a document in Bangkok for use abroad — what comes first?
Always start from the receiving authority’s requirement — it dictates whether you need signature certification, translation, MFA legalisation and embassy endorsement, and in what order. For Thailand, the Apostille Convention enters into force on 28 February 2027; until then MFA and embassy legalisation continues to apply.
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.
Same service in other provinces
Other legal services in Bangkok
Litigation & Court Representation — BangkokCivil, criminal, labour, family, succession and land disputesCorporate & Commercial — BangkokIncorporation, contracts, foreign business, BOI and complianceImmigration & Foreign Nationals — BangkokVisas, work permits, residency and lawful statusIntellectual Property — BangkokTrademarks, copyright, patents and enforcementLand & Real Estate — BangkokTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — BangkokMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — BangkokResolving disputes outside court and making awards effectiveNotarial Services & International Documents — BangkokSignature and document certification, translation, consular and embassy legalisation
Discuss your Bangkok matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.