Joint Venture Agreement

Legal Basis

CCC, Foreign Business Act B.E. 2542, Trade Competition Act B.E. 2560, Treaty of Amity (US), and Thailand FTAs (Japan, Australia) — covering incorporated JV, contractual JV, minority protection, and board composition.

Who Needs This

Foreign companies entering Thailand via a local partner and Thai groups seeking technology transfer.

Required Documents

• MOU / Heads of Terms
• Business plan, financial model, capital-call schedule
• Corporate affidavits of both parties
• IP list with licence scope
• Trade Competition threshold check (if combined share >10%)

Common Pitfalls

• Nominee 49/51 structures violate FBA §36 (fines + jail + business seizure)
• No deadlock mechanic turns the JV into a zombie
• IP licence without change-of-control lets the JV keep using IP after the foreign partner exits

Typical Use-cases

• German-Thai 49/51 JV building EV components, THB 800M capex
• China-Thai logistics JV with FBL Sched-21 (retail) and BOI IPO-track
• Contractual JV for a 60 MW solar farm with EPC-based profit split

FAQ

Why the 49% cap for foreigners?

FBA Schedule 3 caps foreign ownership at 49% unless the JV gets an FBL, BOI promotion, or Treaty of Amity certificate.

Do preferred shares give foreigners real control?

Yes — via voting preference and reserved matters — but watch nominee-structure recharacterisation risk.

Where should we arbitrate?

SIAC (Singapore) or THAC (Thailand); both enforceable under the 1958 New York Convention.

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