Cross-Border Merger & Corporate Restructuring
Illustrative record preparation, not evidence of our staff, client records or authority approval.
ควบรวมกิจการข้ามชาติและปรับโครงสร้างองค์กร · § CrossBorder
What to know before you act
Start with before-and-after charts and distinguish a statutory merger, share transfer and asset transfer: entity survival and treatment of rights and obligations differ. Build a transaction-specific list of resolutions, creditor steps, contracts, staff, licences, BOI and tax checks. Do not fix closing while required consents and authority steps remain unknown. Promotion rights and tax exemptions do not automatically follow the group chart.
Timing and external dependencies: Timing follows the transaction form, resolutions, creditor procedure, contractual consents and authorities in each jurisdiction. Verify each statutory milestone; no universal creditor window or processing period applies to every project.
Official fee: Verify current DBD registration and document fees, RD tax and duty, and transaction-specific authority charges. A creditor objection period is not a fee. 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 entity names, incorporation jurisdictions, ownership, promotion records and proposed transfers, plus the commercial objective and timing constraints. The free initial enquiry covers scope and quotation, not free tax structuring or legal advice.
- Before/after entity and ownership charts with jurisdictions
- Corporate certificates, articles and draft entity resolutions
- Assets, debts, creditors and relevant accounts
Legal Basis
Under current Civil and Commercial Code rules, a Thai private-company merger may create a new entity or leave one merging entity surviving. Choose the form and verify its statutory steps. Public companies have a separate regime. A multinational group cannot assume a single cross-border statutory merger procedure: check each jurisdiction and Thai operating rights. Distinguish competition approval from notification according to the applicable conditions. Tax relief is transaction-specific, not a blanket feature of restructuring.
📚 Official sources — check the current law and procedure before acting
Who Needs This
Groups reducing entity count, changing the parent, transferring a business unit or reorganising ownership, after identifying surviving entities, transferred assets and continuing activities.
Required Documents
- Before/after entity and ownership charts with jurisdictions
- Corporate certificates, articles and draft entity resolutions
- Assets, debts, creditors and relevant accounts
- Contracts with assignment, control-change or consent terms
- Promotion, licences, staff plan and foreign-adviser input
Common Pitfalls
- Assuming every Thai private-company merger creates a new entity
- Planning cross-border entity migration without checking legal continuity
- Treating all deals as pre-approval cases or all as post-notification cases
- Assuming automatic BOI continuity and tax exemption
Document-review situations (not client histories)
- Choosing a surviving entity rather than a newly formed merged company
- Changing the parent while checking change-of-control contracts
- Transferring a unit with staff and confirming licences before recipient operations
FAQ
- Must a Thai merger always create a new entity?
- For private companies, current law allows a new entity or a surviving merging entity. Verify steps for the chosen form instead of applying the older explanation universally.
- Is an entire-business transfer the same as a merger?
- No. Check transfers of assets, rights, obligations and the transferor’s status separately, including tax conditions. The transaction label does not create merger effects.
- Do BOI rights and licences transfer automatically?
- Do not assume so. Review certificates, conditions and each authority’s notification or permission procedure before committing to implementation.
- Is an intragroup restructuring always tax-free?
- No. Separate tax types and company-level from shareholder-level consequences. Check relief conditions and evidence with RD rather than relying on ownership percentages alone.
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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
- Can a foreigner own 100% of a Thai company?
- 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.
- What is the minimum registered capital for a Thai company?
- Do not apply one capital figure to every incorporation, foreign-business licence, visa or work-permit application. Registered capital and paid-up capital are different, and the applicable requirements depend on actual activities, ownership, permit category and any BOI or treaty conditions. Capital is a company funding requirement, not our service fee. Confirm the relevant criteria with DBD, the Department of Employment and Immigration before choosing the structure. Ask our team for a quotation for the agreed work.
- How long does company registration take?
- Separate document preparation, name reservation, signatures and DBD review from VAT registration, Social Security and bank onboarding. Timing depends on the filing channel, complete documents and any requests for corrections or additional evidence; no completion date is guaranteed. Ask our team for a quotation and a planning estimate after the proposed structure and documents have been reviewed.
- What ongoing accounting obligations does a Thai company have?
- A Thai limited company keeps statutory books and prepares audited annual statements even without trading. Tax returns depend on its payments, VAT status, accounting period and taxpayer category: PND1, PND3 and PND53 are not universal monthly returns for every company, and PP30 applies to VAT-registered businesses, including nil-return months while registration remains active. Check PND50, PND51 and each filing deadline with RD; check annual statements and shareholder filings separately with DBD.