Civil and Commercial Code
Governs share transfers, shareholder meetings, special resolutions and amalgamation.
Northern Thailand — Chiang Mai
M&A & Legal Due Diligence in Chiang Mai
Checking what you are buying and structuring the deal so it can actually close.
Why Chiang Mai matters are different
Chiang Mai is the administrative, academic and tourism hub of northern Thailand and home to a large long-stay foreign community. Legal work here spans local business and land matters as well as documents, visas, marriage and succession for long-term foreign residents. Because regional courts and agencies are located in the province, many matters can be completed locally without travelling to Bangkok.
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.
- Many Chiang Mai plots sit in use-restricted zones or carry title documents other than a full chanote, so the title type must be checked before any contract.
- The large long-stay foreign community drives demand for bilingual wills, powers of attorney and documents for use in the client’s home country.
- Hotels, restaurants and tourism businesses rely on long leases, raising lease registration and renewal issues.
- Regional administrative and labour courts sit in the province, so those cases need not be filed in Bangkok.
Courts and authorities in Chiang Mai
Jurisdiction and filing requirements should be confirmed for each matter, because practice and required attachments differ between offices.
| Court / authority | What it handles |
|---|---|
| Chiang Mai Provincial Court and Chiang Mai Municipal Court | Civil and criminal cases within Chiang Mai province |
| Chiang Mai Juvenile and Family Court | Divorce, custody and family matters |
| Labour Court Region 5 | Labour cases in the upper northern region |
| Chiang Mai Administrative Court | Challenges to state decisions in the northern region |
| Chiang Mai Legal Execution Office | Seizure, garnishment and auction of local assets |
| Chiang Mai Provincial Land Office and branch offices | Registration of land and condominium transactions |
| Chiang Mai Immigration Office | 90-day reporting, extensions of stay and residence notification |
| Chiang Mai Provincial Commercial Office | Local business registration services |
What we handle in Chiang Mai
- 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 Chiang Mai.
Areas of Chiang Mai we regularly serve
เมืองเชียงใหม่นิมมานเหมินท์สันทรายหางดงสารภีแม่ริมดอยสะเก็ดสันกำแพงแม่แตงฝาง
Laws that govern this matter — Chiang Mai
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 — Chiang Mai
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 — Chiang Mai
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 Chiang Mai ask
Must this be filed in Bangkok, or can it be done in Chiang Mai?
Most matters can be handled locally: Chiang Mai has provincial, municipal, family, regional labour and administrative courts as well as a legal execution office. Exceptions are matters the law assigns to central bodies, such as MFA document legalisation.
Can a foreigner living in Chiang Mai make a will or grant a power of attorney?
Yes. The document must follow the correct Thai statutory form, and if it will also be used abroad, translation and certification should be planned from the outset to avoid redoing it.
Buying land or a house in Chiang Mai — what should I watch for?
Check the title type, legal access, zoning and use restrictions, and any registered encumbrances before paying a deposit — these are hard to fix after signing.
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 Chiang Mai
Litigation & Court Representation — Chiang MaiCivil, criminal, labour, family, succession and land disputesCorporate & Commercial — Chiang MaiIncorporation, contracts, foreign business, BOI and complianceImmigration & Foreign Nationals — Chiang MaiVisas, work permits, residency and lawful statusIntellectual Property — Chiang MaiTrademarks, copyright, patents and enforcementLand & Real Estate — Chiang MaiTitle due diligence, sale, lease and transfer at the Land OfficeFamily & Succession — Chiang MaiMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & Enforcement — Chiang MaiResolving disputes outside court and making awards effectiveNotarial Services & International Documents — Chiang MaiSignature and document certification, translation, consular and embassy legalisation
Discuss your Chiang Mai matter with an attorney
Tell us the facts and we will explain which authority applies, what documents are needed and the realistic timeframe.