Thailand Corporate Law
M&A & Corporate Law
From day-to-day corporate housekeeping to complex mergers and acquisitions, we keep your company compliant, well-governed, and structured for what comes next.
Talk to a Corporate LawyerGood Corporate Governance Is Not Optional
Thai law imposes real obligations on companies and their directors — annual filings, shareholder meetings, board resolutions, and proper maintenance of corporate records. These are not mere formalities. A company that cannot produce properly executed board minutes, a clean register of shareholders, or evidence of valid director elections can find those gaps become very expensive problems when a deal, a dispute, or a regulatory inquiry arrives.
We provide ongoing corporate secretarial support so that the governance of your Thai entity is always in order — quietly, reliably, and without fuss.
Structure Should Work For You
Whether you are acquiring a Thai business, merging two entities, restructuring a group that has grown organically and messily, or simply tidying up a structure that made sense three years ago but no longer does — good corporate structuring makes a real difference to how efficiently your business operates, how it is taxed, and how attractive it is to future investors or buyers.
You do not need to be planning a sale to benefit from a cleaner structure. We work with companies at all stages to make sure what they have built is as efficient and well-ordered as it can be.
Corporate Housekeeping & Company Secretarial
The routine work of keeping a Thai company properly maintained. We handle these on an ongoing basis so directors and shareholders can focus on running the business.
Annual General Meeting (AGM)
Thai limited companies are required to hold an AGM within four months of the financial year end. We prepare the notice, agenda, proxy forms, and full minutes — and advise on the statutory resolutions that must be passed, including approval of financial statements and declaration of dividends.
Extraordinary General Meeting (EGM)
For decisions that cannot wait for the AGM — changes to the articles, approval of major transactions, removal of directors, or other matters requiring shareholder approval. We manage the full EGM process including notice periods, quorum requirements, and minute-taking.
Board of Directors Meetings & Resolutions
BOD elections, director appointments and resignations, board resolutions for banking, contracts, and operational decisions. We draft resolutions, prepare meeting minutes, and ensure filings are made with the DBD where required. Properly executed board documentation is what banks, counterparties, and regulators ask for first.
Capital Increase & Share Issuance
Increasing authorised or paid-up capital, issuing new shares to investors or existing shareholders, and managing the DBD registration process. Capital structure changes have knock-on implications for work permits, BOI conditions, and shareholder ratios — we advise on all of these before filing.
Statutory Filings & DBD Maintenance
Annual financial statement filing, shareholder list updates, registered address changes, director changes, and amendment of the Memorandum or Articles of Association. Keeping the DBD record accurate and current avoids penalties and ensures your company's legal position reflects its actual structure.
Shareholders' Agreements & Corporate Governance
Drafting and advising on SHA provisions covering reserved matters, deadlock resolution, pre-emption rights, drag-along and tag-along, dividend policy, and management rights. Getting shareholder governance right at the outset prevents disputes that are expensive and disruptive to resolve later.
Mergers, Acquisitions & Restructuring
Whether you are buying, selling, merging, or simply reorganising what you already have, transactions involving Thai entities require careful structuring to be efficient, compliant, and resilient under Thai law.
Acquisitions
Acquiring a Thai business — whether by share purchase or asset purchase — involves due diligence on corporate structure, title, liabilities, regulatory licences, employment obligations, and tax position. The choice of acquisition structure has material consequences for the buyer and should be decided early.
We advise buyers on structure, conduct legal due diligence, negotiate and draft the transaction documents, and manage the closing process including post-completion filings.
Disposals & Exits
Selling a Thai company or business unit requires the same rigour in reverse — clean corporate records, clear title to assets, resolved liabilities, and well-drafted warranties and indemnities. Sellers who have maintained good corporate housekeeping are significantly better positioned in a sale process.
We advise sellers on deal preparation, represent them in negotiations, and manage the legal workstream through to closing.
Mergers & Consolidations
Formal mergers under the Thai Civil and Commercial Code involve specific procedural requirements including creditor notification periods, shareholder approval thresholds, and DBD registration. We advise on the full merger process and the alternatives — asset transfers, business transfers, and amalgamations — that may be more appropriate in context.
We manage the legal process end-to-end and coordinate with tax and accounting advisers on the associated implications.
Group Restructuring
Many businesses operating in Thailand have corporate structures that evolved without a plan — holding companies in the wrong jurisdiction, nominee arrangements being unwound, unnecessary entities accumulating costs and compliance obligations, or group structures that made sense once but are now inefficient or exposed.
We review what you have, advise on what would work better, and manage the restructuring — including intercompany agreements, transfers, liquidations, and the regulatory implications of each step.
You do not need a deal on the table to start this conversation.
The best time to tidy up a group structure or prepare a company for sale is before there is a buyer or a deadline. If your current structure is more a product of history than intention, we can help you think through what a cleaner version looks like and what it would take to get there.
Get in Touch
Whether it is ongoing corporate support, a transaction, or a structural review — tell us what you are working on and we will advise on how to approach it.