Legal

Due diligence services in Thailand.

Corporate due diligence for M&A targets, joint-venture partners, suppliers, and franchise opportunities. We surface what the data room doesn't — directors, beneficial owners, litigation history, regulatory standing, and the gaps in the books.

The basics

What is due diligence?

Due diligence is the structured investigation of a target — a company, an asset or a property — carried out before an acquisition, a joint venture or a major investment. The aim is simple: confirm what you are actually buying, and surface the risk that does not appear in a pitch deck or a data room.

In Thailand the exercise spans legal, financial and tax, and property checks. It draws on records held by the Department of Business Development (DBD), the Revenue Department, the Land Office and the courts — sources that, read together, tell you whether the target is what it claims to be.

Types of due diligence

Different deals need different lenses.

A clean acquisition rarely turns on one discipline alone. We scope each engagement across the areas that matter to your transaction.

Corporate & legal

Shareholding and ownership, licenses, material contracts, litigation history and Foreign Business Act compliance.

Financial

Quality of earnings, the reliability of the accounts and the hidden liabilities that erode the price you agreed.

Tax

VAT, corporate-tax and withholding exposure, plus transfer-pricing positions that can resurface as assessments.

Property

A title search at the Land Office and a check of every encumbrance attached to the land or building.

Commercial & operational

Customers, suppliers, key dependencies and the day-to-day realities behind the headline numbers.

Background & integrity

Checks on directors, shareholders and beneficial owners — reputation, track record and undisclosed connections.

What we review

The records we pull and the documents we read.

Two strands run through most Thai deals — the company itself and any real estate it owns. We cover both, and bridge them where a target holds property.

Corporate due diligence

  • DBD registration and shareholding — with particular attention to nominee-structure red flags
  • Business licenses and Foreign Business Act compliance
  • Material contracts and any consents required on a change of control
  • Litigation, disputes and enforcement history
  • Employment terms, payroll and social-security obligations
  • Intellectual property — registrations, ownership and licenses
  • Tax filings and any BOI conditions still in force

Property due diligence

  • The title deed — Chanote or Nor Sor 3 Gor — and the full ownership history
  • Mortgages, leases, usufructs and any other encumbrances
  • Boundaries and legal access to the land
  • Building permits and zoning compliance
  • For condominiums, the foreign-quota position and a debt-free certificate
What's changed (2025–2026)

The rules behind the checks have moved.

  • The DBD has stepped up enforcement against nominee-shareholder structures — making this a priority risk on any Thai-majority target. Where a target holds land or property through such a structure, it can be reviewed and restructured onto a lawful footing before enforcement reaches it.
  • From 1 January 2026, under DBD Order No. 2/2568, Thai shareholders must evidence the source of their invested capital — so due diligence should now verify those records.
  • Corporate records are fully digital through DBD Biz Regist and cross-referenced against the Revenue Department, narrowing the gap between what is filed and what is real.
  • The Personal Data Protection Act (PDPA) governs how due-diligence data is collected, handled and stored.
The procedure

How a due-diligence engagement runs.

A disciplined sequence, from defining the question to translating the answers into deal terms.

Scope

We define the target and the risks that actually matter to the deal, so the work stays proportionate.

Information request & records search

We request documents and search the public records — the DBD, the Revenue Department, the Land Office and the courts.

Review & risk analysis

We read the documents against the records, identify the gaps and weigh what each finding means.

Report

You receive findings, a risk matrix and recommended mitigations — written to be acted on.

Deal support

We translate the findings into purchase-agreement protections, conditions and price adjustments.

How Khonsu helps

The investment thesis is yours. Our job is to surface what could break it.

Corporate due diligence in Thailand starts with public records — the DBD register, the Revenue Department, the Court information system, and the SEC for listed entities — and then drills into the data room: contracts, employment files, licenses, encumbrances, and tax positions.

We deliver a structured report: corporate standing, ownership chain (including beneficial owners), director profiles, license status, material contracts, employment and pension exposures, tax position, litigation history, and intellectual property. Where there are gaps in the data room, we say so explicitly.

Real-estate-specific due diligence (chanote verification, land-office search, foreign-quota) lives on the Real Estate Transactions page — it's a different methodology and a different audit trail. Corporate due diligence for groups whose assets include real estate is bridged between the two services.

What we do

  • Corporate-standing review at the DBD
  • Beneficial-ownership chain mapping
  • Director and shareholder background checks
  • Material-contract review (customer, supplier, distribution, IP licenses)
  • Employment and pension exposures
  • Tax-position review (corporate tax, VAT, withholding tax)
  • Litigation history search
  • Regulatory license status (sector-specific)
  • IP register check (trademarks, patents, copyrights)
  • Red-flag report with materiality ratings

What you get

  • Structured report with explicit ratings — red, amber, green per area
  • Data-room gap analysis included
  • Coordinated with corporate or M&A counsel on your side
  • For real-estate-heavy targets, bridged with the Real Estate Transactions team

How we work

Scoping

We agree the scope, the depth, and the deliverable format — typically a structured report with red/amber/green ratings.

Public records

DBD, Revenue Department, Court information system, IP register pulled.

Data-room review

Contracts, employment files, regulatory licenses, tax records, IP files reviewed.

Red-flag report

Draft report shared; clarifying questions raised; final report issued.

Closing support

Findings translated into SPA conditions, warranty negotiations, or indemnities.

Speak with our team

Send a message — typical response within one hour during office hours.

WhatsApp +66 95 332 2447 Send an Enquiry Call +66 2 026 0600
FAQ

Frequently asked

How long does corporate DD take?

Standard SME target: 2–4 weeks. Larger or multi-jurisdictional targets: 4–8 weeks. The scope drives the timeline more than the size.

What's the deliverable?

A structured report with executive summary, red-flag list, area-by-area findings, and supporting documents. Format can match your investment-committee template if you provide one.

Do you do reverse DD on a buyer?

Yes — we run DD on a proposed counterparty before you sell or accept investment. The methodology is the same.

How is real-estate DD different?

Real-estate DD is asset-specific: chanote verification, encumbrance check, foreign-quota, common-fees. It lives under the Real Estate Transactions service.

Reviewed by the Khonsu Legal team · 1 July 2026

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