Legal Due Diligence for M&A
Illustrative record preparation, not evidence of our staff, client records or authority approval.
ตรวจสอบกิจการก่อนซื้อ (Legal Due Diligence) · § Advisory
What to know before you act
First identify a share or asset deal and the decisions the review must support. Counsel reviews scoped title, authority, contracts, licences and disputes, recording missing evidence. Findings should inform closing conditions, warranties or post-transfer actions. Not every risk can be guaranteed to be found. Financial, tax and technical reviews require separately agreed scope; no unverified audit-firm partnership is implied.
Timing and external dependencies: Timing depends on entities, contracts, disclosure, responses and registry access. Agree the evidence cutoff and any pre-closing update; no standard guaranteed turnaround applies.
Official fee: Check current copy and registry fees with DBD, the Land Department or the relevant authority. These are distinct from company review and coordination 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 target structure, deal form, draft offer and available-information index, plus the decision date and main concerns. The free initial enquiry covers scope and quotation, not free legal advice or analysis.
- Corporate records, articles, share register and transfer evidence
- Data-room index, draft offer and in-scope entity list
- Key contracts including assignment and change-of-control clauses
Legal Basis
Select the law for the actual entity and activities: private or public company rules, foreign-business restrictions, competition, labour and personal data. Foreign shareholding does not automatically invalidate an SPA, and BOI does not replace permission for every activity. Check share title, sale authority and operating permissions separately. A DD report is scoped analysis of evidence at a stated date, not certification that the target has no debts or disputes.
📚 Official sources — check the current law and procedure before acting
Who Needs This
Share or asset buyers, incoming investors and sellers preparing a data room, with scope reflecting acquired and retained items.
Required Documents
- Corporate records, articles, share register and transfer evidence
- Data-room index, draft offer and in-scope entity list
- Key contracts including assignment and change-of-control clauses
- Licences, promotion documents, title and security records
- Dispute schedule, authority notices, employment and privacy records
Common Pitfalls
- Treating a filed shareholder list as complete share-title evidence
- Equating a blank search result with no dispute
- Omitting missing-document and report limitations
- Assuming legal DD includes tax opinions and audited financial review
Document-review situations (not client histories)
- Checking share-sale authority and lender change-of-control conditions
- Reviewing factory machinery, premises and licences separately
- Preparing a seller data room and missing-evidence tracker
FAQ
- Does DD certify that no hidden liabilities exist?
- No. State scope, date and evidence limitations. Unresolved risks should be identified and addressed contractually, not treated as eliminated.
- Is a DBD shareholder list enough to prove share title?
- Review the share register, transfer instruments, certificates and restrictions together. A filed list does not replace every form of evidence.
- Does legal DD include tax and financial work?
- Agree those scopes expressly. Legal risk review is not automatically an audit or a complete tax opinion.
- Can employee records be uploaded directly to the data room?
- Review disclosure grounds, necessity, access and safeguards. An NDA alone does not replace personal-data obligations.
Other Legal Services
Ask our team for a quotation
Request a quotation on LINEKnowledge bases behind every service
3,307 answered questions written by our lawyers and translators, grouped by service. Free to read, no sign-up.
- Master Service Hub — every service we file
The cross-service index: certified translation, interpreting, visa/work permit/BOI, tax-legal-estate, cross-border M&A, aviation & maritime, and holding-company structuring.
649 answered questions
- Certified translation — every language
Certified translation across civil, academic, corporate, contractual, financial, medical, technical and IP documents — with the Notary → MFA → embassy legalization chain handled end to end.
500 answered questions
- Thai MFA consular legalization
Thai MFA legalization workflow: fees, turnaround, inbound foreign documents, and how the chain connects to destination-country apostille requirements.
500 answered questions
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
Related services
Most document work runs across several steps — jump straight to the next one you need.
Contact us by phone, LINE or email for a free initial enquiry and a quote after document review. Timing depends on the work and relevant authorities.
General information before proceeding: Confirm current requirements with the receiving authority before using your documents. This page is not a legal opinion for your individual case — meet the team · editorial policy
Not sure which service you need? Read the guides
Each guide answers first, then explains: decision criteria, comparison tables, the real process and the mistakes we see most often.
- Choosing a certified translation provider
How to pick a translator accepted by consular, embassy and receiving bodies
- Services for expats living in Thailand
Signature certification, residence, marriage and everyday paperwork
- Notary Public and consular legalization
The correct order of steps before sending documents abroad
- Choosing the right visa and work permit
Compare visa categories and the documents each one needs translated
- Translation by language
English, Chinese, Japanese, European, Arabic, Russian and embassy rules
- Specialized translation
Contracts, financial statements, MSDS, ISO and BOI filings
Talk to us first: 083-2494999 · LINE @NYC168 · contact@nyclegal.co.th
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.