Mergers & Acquisitions in Thailand.

Three transactions, often confused with each other

"Merger" in conversation usually means one of three quite different deals in Thailand, and the choice drives cost, timing and risk.

A share purchase buys the company as it stands, including its history. Contracts, licences and employees usually continue undisturbed, which is the attraction, but so do the liabilities nobody found.

An asset purchase buys selected assets and leaves the entity behind. It is cleaner on liability and messier on continuity, because contracts, permits and employment relationships generally have to be moved rather than inherited.

A statutory amalgamation combines the companies themselves. It is the most formal of the three, it requires a special resolution from each company, and it runs on a fixed procedure with creditor protections built in.

Most mid-market deals in Thailand end up as share purchases, but the reason should be a decision rather than a default.

Due diligence, and what it actually finds in Thailand

The generic diligence list applies here as anywhere. What is specific to Thailand is where the problems cluster.

Ownership structure is the first. A target with foreign involvement may have been structured around the Foreign Business Act in a way that does not survive examination, and nominee arrangements are a criminal exposure rather than a documentation defect. This is the single most common deal-breaker in foreign-buyer transactions, and the guide to nominee shareholders explains why it cannot be papered over afterwards.

Corporate records are the second. Gaps in the filing history, minutes that were never written, shareholder lists never filed, and accounts approved outside the four month window all surface during diligence, and clearing them takes longer than buyers expect. That is ordinary corporate compliance work, but it becomes urgent in a transaction.

Licences are the third. A foreign business licence in Thailand attaches to described activities, and a business that has drifted beyond them has a problem the buyer inherits on a share deal.

Property and employment fill out the list, and each has its own specialists.

Competition filings

Competition in Thailand is governed by the Trade Competition Act B.E. 2560 (2017). The Trade Competition Commission has issued a notice on the rules, procedures and conditions for notification of a merger transaction, and a separate notice on merger approval, both made in B.E. 2561 (2018).

The practical point for a deal team is that the notification and approval regimes are distinct: some transactions require approval before completion, others require notification afterwards, and whether a specific deal falls into either is a question of the parties' market position rather than of deal size alone. It is a question to put early, because an approval requirement discovered late changes the completion timetable rather than merely adding a filing.

For the wider practice, corporate lawyers in Thailand handle transactions alongside the structuring that precedes them and, where a deal reshapes a group, the dissolution and liquidation that follows it.

What this costs

Transaction work is hourly almost everywhere, and Thailand is no exception, because the length depends on the counterparty and on what diligence uncovers rather than on the firm. Fixed fees appear for defined pieces, such as a diligence report on a small target or the statutory amalgamation filings, and those are worth asking for separately.

The official costs are minor by comparison. Amendment registrations at the Department of Business Development are 500 baht each, certificates 100 baht per copy and certified copies 50 baht per page, and corporate income tax runs at 20 percent of net profit.

No credible published source gives professional fee ranges for Thai M&A, so compare written scopes rather than headline numbers, and be specific about what happens if diligence extends.

This page is general information, not legal advice. Structure, competition filings and tax all depend on the specific transaction, so speak with a qualified professional.