Legal Due Diligence for M&A

Legal Basis

Civil & Commercial Code (shares & companies), Public Limited Companies Act B.E. 2535, Trade Competition Act B.E. 2560, and Foreign Business Act B.E. 2542 — covering corporate standing, material contracts, IP, employment, litigation, tax, and licences.

Who Needs This

Acquirers, PE/VC funds, MNCs buying Thai targets, and sellers commissioning vendor DD before divestment.

Required Documents

• DBD certificate, shareholder list (BorJor.5), 3-year financials
• Material contracts (top customers, suppliers, loans, leases)
• Business licences: FBL, BOI, sector-specific permits
• IP register and licence agreements
• Litigation schedule, labor disputes, regulatory notices
• NDA and virtual data-room access

Common Pitfalls

• Foreign shareholding >49% without FBL/BOI can void the SPA
• Contingent tax exposures rarely appear on the books — pull 5-year VAT (Por.Por.30) filings
• Customer contracts with change-of-control clauses need pre-closing consent or key revenue evaporates

Typical Use-cases

• Thai PE acquiring a THB 300M factory — 4-week DD uncovered THB 12M tax liability, price adjusted
• Japanese MNC acquiring a Thai SaaS company — IP chain and PDPA review before 100% share transfer
• Vendor DD for an SME prior to sale to a European strategic buyer

FAQ

How long does DD take?

Red-flag 10–14 days · Full-scope 3–6 weeks depending on data-room size and subsidiary count.

Seller won't open the data room — options?

Negotiate a Clean Team NDA so counsel sees originals while commercial figures are redacted.

Does this include tax and financial DD?

We lead legal DD; financial/tax DD is delivered by partner CPA firms (Big-4 or mid-tier).

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