SAFE Agreement Drafting & Negotiation
ร่าง SAFE (Simple Agreement for Future Equity) · § Instrument
What to know before you act
A SAFE lets investors fund now and receive shares in the next round. It originates in US law, so it does not drop straight into a Thai limited company — share issues need shareholder resolutions, share pricing has limits and special rights must sit in the articles. We adapt SAFEs to Thai law, set the valuation cap, discount and conversion triggers, and check the effect on foreign shareholding.
Timing and external dependencies: Drafting and negotiation usually take a few weeks; conversion requires shareholder meetings and capital registration.
Official fee: DBD capital increase and articles fees, plus stamp duty if any — confirm with the agencies.
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 every relevant page, a dated sequence of events, any hearing or filing deadline, and the outcome you need. This lets counsel identify urgent steps, missing evidence and a precise scope of work.
- Company affidavit + latest BOJ.5
- Current cap table (fully diluted)
- Term sheet or negotiation email on cap & discount
Legal Basis
Thai CCC §1119 & §1136 on share subscriptions — SAFE converts to equity at a future priced round without interest or maturity. We adapt the Y Combinator post-money SAFE 2018 template to Thai private-company law.
📚 Official sources — check the current law and procedure before acting
- กรมพัฒนาธุรกิจการค้า — จดทะเบียนนิติบุคคล / ธุรกิจคนต่างด้าว— Department of Business Development
- สำนักงานคณะกรรมการกฤษฎีกา — ตัวบทกฎหมายฉบับทางการ— Office of the Council of State
Who Needs This
Founders raising pre-seed/seed from angels, VCs or syndicates, and investors seeking a fast structure.
Required Documents
- Company affidavit + latest BOJ.5
- Current cap table (fully diluted)
- Term sheet or negotiation email on cap & discount
- Investor KYC (ID/passport, source of funds)
- Board resolution approving the SAFE
Common Pitfalls
- Using the US form unchanged so conversion fails in practice
- Not modelling dilution across multiple SAFEs
- Conversion pushing foreign ownership above permitted limits
Typical Use-cases
- SaaS startup raising a pre-seed round from 3 angels ahead of seed
- Thai-US founder issuing bilingual SAFE for a US VC's accreditation
- University deep-tech spinoff receiving TED Fund via SAFE
FAQ
- Is a SAFE debt?
- Not a loan in form, but accounting and tax treatment should be checked with accountants.
- What if no next round happens?
- Per the terms — refund, conversion at an agreed price, or on dissolution.
- Can foreign investors use SAFEs?
- Yes, subject to foreign business restrictions and inbound fund rules.
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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
- 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.