Mergers and acquisitions in Thailand.
Share and asset deals, joint ventures, and corporate restructurings in Thailand. We structure the transaction, run or coordinate due diligence, draft and negotiate the purchase agreement, and steer the regulatory approvals through to a clean closing.
How M&A works in Thailand.
A Thai deal is usually structured one of three ways — as a share acquisition, as an asset or business transfer, or, since a 2023 reform of the Civil and Commercial Code, as a true statutory merger in which one existing company survives and absorbs the other.
The right structure is rarely obvious. It turns on the liabilities you are willing to inherit, the tax cost of each route, the target’s position under the Foreign Business Act, and the regulatory approvals a particular deal will trigger. We map those variables before any document is drafted, so the structure serves the commercial result rather than constraining it.
The routes a deal can take.
Each structure carries its own liability, tax, and approval profile. These are the building blocks we work with on a Thai transaction.
Share acquisition
The buyer takes the company whole — contracts, licenses, and history intact. Simple to execute, but you inherit the liabilities along with the assets.
Asset / business transfer
Selected assets and operations move across, usually leaving past liabilities behind. Cleaner on risk, but it can trigger fresh licenses, consents, and tax.
Statutory merger — new since 2023
One existing company now survives and absorbs the other under the reformed Civil and Commercial Code. A genuine option for private companies for the first time.
Foreign Business Act check
We confirm whether the target’s activities are restricted and, if so, the route to ownership — BOI promotion, a Foreign Business License, or the Treaty of Amity.
Merger control — the Trade Competition Act
Larger deals need pre-merger approval or post-merger notification. We test the thresholds early so clearance does not stall completion.
Listed-company tender offers — SEC/SET rules
Acquiring a stake in a listed target engages the SEC and SET takeover rules, including mandatory tender-offer thresholds and disclosure timetables.
From term sheet to completion.
A Thai deal follows a familiar arc — but the regulatory and tax detail beneath it is where transactions are won or lost.
The deal process
- An NDA
- A term sheet or MOU
- Legal, financial and tax due diligence
- A share or asset purchase agreement with representations, warranties and indemnities
- Conditions precedent — approvals and consents
- Completion, with share-register and DBD updates
- Post-closing integration
Regulatory & tax
- The Foreign Business Act caps foreign ownership of a restricted target at 49% without an exemption.
- Merger control under the Trade Competition Act means pre-merger approval where a deal creates a monopoly or dominance, and post-merger notification within seven days above a THB 1 billion turnover threshold.
- A share deal carries 0.1% stamp duty and no VAT, while a non-resident seller may face 15% withholding subject to treaty relief.
- An asset deal carries VAT and property-transfer taxes.
What it means for deal planning.
- The statutory merger — effective February 2023 — is now a genuine option for private companies, and is being used increasingly for group reorganisations.
- The Trade Competition Commission raised the merger-control safe-harbour market-share floor from 10% to 20%, effective December 2025, narrowing the deals caught by dominance review.
- Thailand’s adoption of the OECD Pillar Two 15% global minimum tax, from 2025, now shapes the after-tax structuring of large deals.
How we run a deal.
A disciplined sequence from first structuring call to a clean, fully filed completion.
Structure & scope
Share, asset or merger, with Foreign Business Act and approval mapping.
Due diligence
Legal, financial and tax.
Negotiate & document
The purchase agreement and ancillary documents.
Conditions & clearances
Regulatory approvals and third-party consents.
Completion & post-closing
Transfers, DBD filings, any competition notification, and integration.
A Thai acquisition turns on structure, the purchase agreement, and what due diligence surfaces before you sign.
Whether you are buying into Thailand, selling a business, or merging two entities, the deal lives or dies on three things: a structure that respects Thai foreign-ownership rules, a purchase agreement that allocates risk properly, and due diligence that surfaces the liabilities before completion — not after.
We act for foreign buyers and sellers across share purchases, asset purchases, joint ventures, and group restructurings. We confirm the ownership route (Foreign Business Act limits, BOI promotion, or the Treaty of Amity), run the due diligence, draft and negotiate the share- or asset-purchase agreement, and manage the conditions, approvals, and DBD filings through to closing.
Corporate due diligence is a distinct service that often runs alongside a deal — see the Due Diligence page. Where a target's value sits in real estate, we bridge with the Real Estate Transactions team for chanote and land-office work.
What we do
- Deal structuring — share purchase, asset purchase, or merger
- Foreign-ownership analysis (Foreign Business Act, BOI, Treaty of Amity)
- Due diligence — corporate, tax, employment and litigation (coordinated with our DD team)
- Share Purchase Agreements (SPA) and Asset Purchase Agreements
- Shareholders’ agreements and joint-venture documentation
- Warranties, indemnities, and disclosure schedules
- Conditions precedent and completion mechanics
- Regulatory and competition approvals where required
- DBD filings and share-transfer registration
- Post-closing integration and corporate housekeeping
What you get
- A deal structure that respects Thai foreign-ownership rules
- Purchase agreement and ancillary documents drafted and negotiated on your side
- Due-diligence findings translated into price adjustments, warranties, or indemnities
- A clean closing with the DBD register and share register correctly updated
How we work
Structure & scope
We confirm the ownership route, choose share vs asset, and agree the deal timetable and deliverables.
Due diligence
Corporate, tax, employment, and litigation review; red-flag report with materiality ratings.
Documentation
SPA or APA, shareholders’ agreement, warranties, indemnities, and disclosure schedules drafted and negotiated.
Approvals & conditions
Regulatory and competition approvals, board and shareholder resolutions, conditions precedent satisfied.
Closing & post-completion
Funds flow, share transfer registered at the DBD, registers updated, integration housekeeping.
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 0600Frequently asked
Should the deal be a share purchase or an asset purchase?
A share purchase transfers the company with its history — contracts, licenses, and liabilities. An asset purchase cherry-picks specific assets and usually leaves liabilities behind, but may trigger new licenses and consents. We model both against your tax position and risk appetite.
Can a foreigner acquire 100% of a Thai company?
It depends on the target’s activities. Many sectors are restricted under the Foreign Business Act, but BOI promotion, a Foreign Business License, or the US-Thai Treaty of Amity can permit majority or full foreign ownership. We confirm the route before you commit.
How long does an M&A deal take?
A straightforward SME share deal typically runs 6–12 weeks from term sheet to closing. Regulatory approvals, competition clearance, or a complex group can extend that. Due diligence usually drives the timeline.
Do you run the due diligence as well?
Yes — our Due Diligence team handles corporate, tax, employment, and litigation review, and we translate the findings directly into price adjustments, warranties, indemnities, or conditions in the purchase agreement.
Reviewed by the Khonsu Legal team · 1 July 2026
Ready to take the next step?
Schedule a consultation with our multilingual legal and accounting team.