Buy, sell, or merge a business in Thailand with the same due diligence and deal structuring discipline BigLaw firms apply to billion-dollar transactions — sized and priced for mid-market and first-time buyers.
A mid-market acquisition typically takes 2 – 4 months from signed letter of intent to closing longer if the target’s business activity triggers Foreign Business Act review or BOI re-registration.
Most problems in a Thai acquisition surface after the deal closes, not before — because they were never checked in the first place. A buyer discovers the target’s labor contracts don’t comply with the Labor Protection Act. A foreign buyer finds out post-closing that the target’s business activity is restricted under the Foreign Business Act and the deal structure they used isn’t valid. A share purchase goes through without anyone confirming whether outstanding tax liabilities transfer with the company.
| Share Purchase | Asset Purchase | |
|---|---|---|
| What's transferred | Ownership of the company itself (shares) | Specific assets and liabilities you choose |
| Liability exposure | Buyer inherits all existing liabilities, known and unknown | Buyer only takes on what's explicitly listed |
| Employees | Existing employment contracts continue automatically | Employees must be re-hired or transferred under new contracts |
| Foreign ownership rules | Existing FBA status/licenses generally carry over | New entity may need its own Foreign Business License review |
| Typical speed | Faster — one transaction, one registration update | Slower — each asset and liability is negotiated and transferred separately |
| Best for | Buyers who want the business "as-is," including its licenses and contracts | Buyers who want to cherry-pick assets and avoid inheriting old liabilities |
There’s no universally “better” structure — the right one depends on what you’re actually trying to acquire. If the target holds a hard-to-replace license, BOI promotion, or long-term lease, a share deal usually preserves more value. If the target has messy liabilities or contracts you don’t want, an asset deal lets you take the parts that matter and leave the rest behind.
We define your acquisition objectives and run a preliminary check on the target's structure, licenses, and any obvious red flags before you commit time or money to a deal
Full legal due diligence across corporate records, financial statements, contracts, labor obligations, intellectual property, and any pending or threatened litigation.
We recommend share purchase vs. asset purchase based on the diligence findings, then draft and negotiate the purchase agreement, representations and warranties, and any escrow arrangements.
Where applicable: Foreign Business Act clearance, BOI re-registration or transfer, and Trade Competition Act merger notification for larger deals.
We confirm every condition precedent is satisfied before closing, then handle the practical follow-through: employment contract updates, tax registration changes, and bank account transitions.
An acquisition doesn’t end at signing. Our Corporate & Commercial Law team also handles what comes next:
if the acquisition is structured through a newly registered holding company → see our Company Registration services
bringing acquired employees onto compliant contracts and resolving labor law obligations from the transfer
updating board resolutions, shareholder registers, and director filings to reflect the new ownership
annual filings, tax registration changes, and BOI reporting where applicable
Fixed-scope due diligence and transaction support sized for SME and first-time acquisitions — not billed by the hour like a global firm built for billion-dollar deals.
Negotiations and documentation handled fluently in English, Thai, Mandarin, and Cantonese — built for the volume of Chinese buyers and sellers active in the Thai market.
The same firm that runs your due diligence also handles the tax registration changes and bookkeeping setup after closing — no handoff, no second invoice from a separate accountant.
A written scope and fee quote before engagement, not an open-ended hourly arrangement that grows with deal complexity.
FAQ
A share purchase transfers ownership of the company itself, including its existing liabilities, licenses, and employment contracts. An asset purchase transfers only the specific assets and liabilities named in the agreement, leaving the rest with the seller. The right choice depends on what licenses, contracts, or liabilities the target holds.
It depends on the target’s business activity and the buyer’s ownership stake. Acquiring a controlling interest in a business restricted under the Foreign Business Act typically requires a Foreign Business License or a qualifying structure such as BOI promotion. Acquiring a minority stake in a non-restricted business generally does not require special approval.
A straightforward mid-market acquisition typically closes in 2–4 months from signed letter of intent. Deals requiring Foreign Business Act review, BOI re-registration, or Trade Competition Act merger notification take longer.
A full review of the target’s corporate records, financial statements, material contracts, labor and employment obligations, intellectual property registrations, and any pending or threatened litigation — the goal is to surface liabilities before they become the buyer’s problem.
In sectors not restricted under the Foreign Business Act, yes. In restricted sectors, full foreign ownership generally requires a Foreign Business License or a BOI-promoted structure; otherwise foreign ownership is capped at 49%.
In a share purchase, employment contracts continue automatically under the new ownership. In an asset purchase, employees are not automatically transferred — they typically need to be re-hired under new contracts, with continuity of service and benefits addressed in the purchase agreement.
Talk to us before you sign a letter of intent due diligence findings change deal terms, and it’s far cheaper to find problems before signing than after.
