Asset & Business Transfer Agreement (APA)
Illustrative record preparation, not evidence of our staff, client records or authority approval.
สัญญาซื้อขายทรัพย์สินและธุรกิจ (APA / Business Transfer) · § Instrument
What to know before you act
An APA needs a clear schedule of assets and obligations. Selecting assets rather than shares does not guarantee a liability-free deal: check security, encumbrances, third-party rights, tax and assumed obligations. Contracts, licences and staff do not automatically follow the assets. Plan delivery conditions and consents before payment or business commencement.
Timing and external dependencies: Timing depends on assets, registry checks, consents and each authority’s procedure. Distinguish signing, delivery and lawful operation dates. Transfer timing and tax relief are not guaranteed.
Official fee: Check transfer fees, taxes, duty, valuation bases and exemptions with the relevant authorities. No single rate covers every asset. Company service fees: Ask our team for a quotation.
Timing is not a promise of an outcome or hearing date. Check the notice, limitation period and current authority rules for your matter.
What to send for the first review
Send the asset schedule, locations, ownership evidence and known encumbrances. Identify contracts, staff, debt or licences proposed for transfer. The free initial enquiry covers scope and quotation, not free legal advice or analysis.
- Asset schedule with registry details, locations and owners
- Title, security, encumbrance or hire-purchase records
- Customer and supplier contracts with assignment provisions
Legal Basis
Check Civil and Commercial Code rules on sale and assignment of rights or obligations, with transfer formalities specific to land, IP or contractual rights. An employer change requires reviewing Labour Protection Act section 13 and employee rights. Revenue Code treatment follows the transaction structure; an entire-business transfer is not automatically zero-rated or exempt.
📚 Official sources — check the current law and procedure before acting
Who Needs This
Buyers or sellers of selected assets or business units separating transferred and retained items and checking whether operations can continue after completion.
Required Documents
- Asset schedule with registry details, locations and owners
- Title, security, encumbrance or hire-purchase records
- Customer and supplier contracts with assignment provisions
- Staff, service history, accrued rights and employer-change plan
- Licences, tax information and delivery plan
Common Pitfalls
- Skipping liability checks because only assets are purchased
- Buying machinery without usable premises rights or licences
- Changing employer without checking consent and retained rights
- Assuming entire-business transfer automatically qualifies for relief
Document-review situations (not client histories)
- Checking security interests before buying machinery
- Selling a business unit with consent-dependent service contracts
- Separating premises leases, permits and staff in a shop acquisition
FAQ
- Does an APA exclude every existing liability?
- No guarantee. Check encumbrances, third-party rights, tax, applicable law and expressly assumed debts. The agreement’s name cannot replace diligence.
- Do customer contracts automatically follow the assets?
- No. Distinguish assignment of rights from changing the party responsible for obligations. Review contractual and legal consent requirements.
- Does refusal to transfer immediately require severance?
- Check employer change, continued work and actual termination. Refusal alone should not be described as triggering identical payment duties in every case.
- Is an entire-business transfer always zero-rated for VAT?
- No. Check transaction-specific relief conditions with RD. Zero-rating and exemption are different concepts.
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Official sources — legal services
The information on this page follows the official sources below. Always check the latest version before you file.
- Office of the Judiciary— Office of the Judiciary
- Ministry of Justice— Ministry of Justice
- Lawyers Council of Thailand — Notarial Services Attorneys— Lawyers Council of Thailand
- Office of the Council of State — Thai law database— Office of the Council of State
- Royal Thai Government Gazette— Royal Thai Government Gazette
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Frequently asked questions
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- Full foreign ownership is possible for some activities, but there is no blanket permission. Check the Foreign Business Act definition, actual activities, sector-specific restrictions and any required licence or certificate. BOI promotion and treaty rights apply only within their approved scope; they do not automatically confer land rights, visas or work permits. Do not use nominee shareholders. Verify the proposed structure with DBD.
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