Corporate & commercial advisory
Whether you are establishing a business in Thailand, entering the market from overseas, negotiating an important agreement or planning the next stage of growth, we begin by listening carefully to what you want and need to achieve. We advise entrepreneurs, investors and established businesses on the legal structures, commercial agreements, working relationships and regulatory requirements that will support their plans, protect their interests and help them move forward with confidence.
Doing business in Thailand
Registering a company is only the beginning. Its ownership, management and legal structure must also permit the intended business activities, protect the investment and provide sensible arrangements for control and decision-making. We therefore begin by understanding the proposed business, the people involved, how it will operate and earn revenue, how important decisions will be made and what should happen if the participants' interests later diverge.
For foreign clients, we identify whether the proposed activities are restricted under Thai law and explain the lawful options that may be available. These may include a Foreign Business Licence or Certificate, investment promotion through the Board of Investment or rights arising under an applicable treaty.
We do not establish or endorse arrangements in which Thai shareholders merely hold shares on behalf of foreign investors. We provide candid advice about lawful ownership and investment structures, their practical limitations and the protections that should be considered before capital is committed.
How we can assist
Advice on choosing and establishing the form best suited to the business and the people behind it, including private limited companies, limited partnerships, registered ordinary partnerships and sole proprietorships. We explain the differences in ownership, management, personal liability, capital and decision-making so that the client understands not merely how the business may be established, but how the chosen structure will work in practice.
Advice to overseas businesses considering a branch or representative office in Thailand. We explain the legal status, permitted activities, registration and capital requirements, management responsibilities and applicable foreign-business restrictions. Because a representative office is limited to specified non-revenue-generating activities, while a branch may conduct commercial activities but remains part of the overseas enterprise, the distinction must be understood clearly before either structure is selected.
Clear guidance for overseas entrepreneurs and companies entering or expanding in Thailand, including foreign-ownership restrictions, permitted activities, capital requirements, regulatory approvals and practical implementation.
Assessment of whether the proposed activities are restricted and whether a Foreign Business Licence or Certificate, investment promotion through the Board of Investment or rights under an applicable treaty may provide an appropriate and lawful means of conducting business in Thailand.
Preparation and negotiation of shareholder and joint-venture agreements addressing investment, management, reserved decisions, future funding, profit distribution, transfers of ownership, deadlock, exit and the protection of each participant’s legitimate interests.
Advice to shareholders, directors and management concerning legal authority, board and shareholder decisions, conflicts of interest, statutory records and governance arrangements that reflect how the business is intended to operate.
Preparation, review and negotiation of agreements with customers, suppliers, distributors, agents, contractors, service providers and strategic partners. We seek to express the parties’ obligations clearly, allocate risk sensibly and prepare agreements that protect the commercial relationship in practice.
Advice and transaction support for share purchases, business acquisitions, investments and disposals. Our work includes legal due diligence, negotiation, transaction documents, conditions to completion and the protections required before and after ownership or control changes hands.
Advice concerning the licences, registrations and regulatory requirements applicable to the proposed activities, together with assistance in preparing applications and dealing with the appropriate Thai authorities.
Assistance when a business or its participants need to change direction, including changes in shareholding, capital, directors, authorised signatories and management arrangements; corporate reorganisations; negotiated exits; business transfers; dissolution and liquidation. We explain both the immediate requirements and the longer-term consequences of the proposed change.
Our approach
We never lose sight of the fact that every business is owned, managed and sustained by individuals, each with particular needs, responsibilities, expectations and concerns. Effective commercial advice must therefore consider not only the legal and financial position of the enterprise, but also the practical needs of the people whose judgement, investment and working relationships determine its future.
We take the time to understand what the client wants and needs to achieve, identify the legal and commercial risks and explain the available options clearly. Our advice includes a practical cost-benefit assessment so that the legal response remains proportionate to the importance, value and circumstances of the matter.
Some clients come to us for advice on a single agreement or transaction; others rely on us as continuing counsel as their businesses develop and their needs change. In either case, clients receive candid, commercially grounded advice and direct, partner-led attention. Where specialist tax, accounting or industry-specific advice is also required, we identify that need so that each decision can be considered as part of the complete commercial picture.
Share a brief outline of the business, transaction or decision you would like to discuss, together with your preferred way to speak. A partner of the firm will review your enquiry and respond directly.
This page provides general information only and is not legal advice. The appropriate structure or course of action depends upon the proposed activities, ownership, investment, regulatory requirements and applicable Thai law.
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