Buying a Thai business usually means buying the shares of the company that owns it, or buying its assets. For a share purchase, the transfer of registered shares is void unless made in writing, signed by seller and buyer, witnessed by at least one person and stating the share numbers, and it binds the company and third parties only once recorded in the shareholders' register (section 1129 of the Civil and Commercial Code). A foreign buyer also has to consider whether the purchase makes the company foreign under the Foreign Business Act.
Who this is for
Buyers of a Thai private company or business, including foreign buyers and investors taking a stake. Sellers will find the same points useful in preparing.
The steps
| Step | What happens | Legal point to check |
|---|---|---|
| 1. Readiness | Confirm the parties, structure and timetable | Share or asset purchase; who signs for each side |
| 2. Legal due diligence | Review the company's records, contracts, licences and disputes | Valid share records and filings; change-of-control clauses |
| 3. Documents | Share purchase or asset transfer agreement, negotiated | Warranties, disclosures, conditions |
| 4. Completion | Transfer, payment, resignations and appointments | Written transfer instrument with a witness; register updated |
| 5. After completion | Corporate filings and records | Director changes registered within 14 days (section 1157) |
Foreign buyers
Under section 4 of the Foreign Business Act B.E. 2542, a Thai company is treated as foreign when foreigners hold 50% or more of its shares or capital. If the purchase crosses that line, the company's activities have to be checked against the Act's restricted lists before completion. Holding shares on a foreigner's behalf to avoid the Act is prohibited (section 36).
What Corporly does here
Buying or selling a Thai company is offered in separately scoped modules: readiness, buyer due diligence or seller preparation, transaction documents, and completion. Corporly is not a broker: we do not find businesses, value them or negotiate price.
Frequently asked questions
Questions about Acquisitions
In writing, signed by transferor and transferee, with at least one witness and the share numbers. Without these the transfer is void (section 1129). It binds the company once recorded in the shareholders' register.
Check the legal position before you agree the price
Tell us about the business and the deal. The first conversation is free; each module is quoted on its own.