Before buying shares in a private company limited in Thailand, a prospective shareholder should consider a broad range of legal issues in order to make sure that their proposed investment is not subject to unnecessary risks and potential problems. This article will point out and discuss several of the more important legal matters which a prospective shareholder should consider before proceeding, including share transfer procedures, share purchase agreements, implications of the Foreign Business Act BE 2542 (1999) (FBA as well as various other issues such as shareholder agreements.   Review of Articles of Association (AoA) and Shareholder Agreements Two of the most important things which a prospective buyer should investigate are the target company’s AoA and any existing shareholder agreements as they can contain important conditions which can impact the running of the company[1] and impact other important matters such […]

Good Corporate Governance (“GCG”) practices are extremely important because they can help to ensure that a company is managed and controlled in an ethical, transparent and accountable way. In Thailand, corporate governance standards for a Thai Company Limited are primarily governed by the Civil and Commercial Code (CCC). This article shall examine what is required for a Limited Company in Thailand to implement effective and robust GCG practices as well as practical tips which directors should follow when adhering to GCG.   Good Corporate Governance and Shareholders A Thai Company Limited must ensure fair and professional treatment of its shareholders. Practical GCG measures with respect to shareholders include the following: Providing clear and legally compliant advance notice of all shareholders’ meetings (Annual General Meetings or AGM and Extraordinary General Meetings or EGM) to the shareholders which at a minimum involves […]

The Articles of Association (AoA or Articles) play a vitally important role in the governance of a Thai limited company as they are basically the company’s internal corporate rules. The AoA are initially decided at the company’s statutory meeting which is held as part of the company formation process. The Articles not only regulate the relationship between shareholders, directors, and the company itself but they also set out the legal framework within which corporate powers are to be exercised. This article shall examine various issues including enforcement and amendment of the AoA and what provisions are typically contained in AoA for a company limited in Thailand.   What are the AoA under Thai law? The AoA are recognized by the Civil and Commercial Code of Thailand (CCC) as a binding internal contract that governs the legal relationship between: The company […]

Section 420 of the Thai Civil & Commercial Code (CCC) provides that “a person who, willfully or negligently, unlawfully injures the life, body, health, liberty, property or any right of another person, is said to commit a wrongful act and is bound to make compensation therefore”. Thus pursuant to the legal concept of liability for wrongful acts under the CCC, a person can only be compensated if their lawsuit can prove the existence of the following four elements which are required in order to prove that a wrongful act was committed. 1.Willful or Negligent Act It must be proven that the accused party acted willfully or failed to exercise the degree of care that a reasonable person would ordinarily exercise to avoid the foreseeable harm. 2.Causing Actual Damage It must be proven that the victim suffered actual damage, such damage […]

Ordinarily a company limited must hold its shareholder AGM within 4 months from the end of its financial year. Thus, for most companies with their financial year ending on 31 December, this means that they must hold their 2021 AGM by Friday April, 30. However, the Department of Business Development (DBD) has recently issued an announcement which gives more time for the holding of an AGM, the key details of this update are as follows: The permitted delay applies to juristic persons (including private limited companies) with their fiscal year ending between 26 December 2020 and 31 December 2020. Under this announcement an AGM can be adjourned for up to one month counting from the date originally specified for the original AGM, provided that the company submits a letter of explanation detailing the reason behind the delay, such as the […]

AMCHAM Monthly Luncheon to hear an address given by Thailand’s Minister of Industry

On Monday 18 March 2024, Mr. Ryan Crowley (Director and Foreign Services Manager) met with Mr. Jeffrey W. Bullock, the Secretary of State of the State of Delaware to discuss opportunities for mutual collaborative benefit. The meeting was a success and resulted in many fruitful matters being discussed, including the many benefits available to Americans under the US-Thailand Treaty of Amity.  

On 8 February 2024, representatives of Dharmniti Law Office’s Intellectual Property (IP) team met with Mr. Satish Kumar Srivastav who is the founder of S.K. Srivastav & Co., to discuss various IP related matters.  S.K. Srivastav & Co.,  is a reputable law firm based in Mumbai, India and a fellow member of the AEA Legal Network. DLO is always pleased to meet with fellow members of the AEA Legal Network should they require legal support in Thailand.

On the 25th of January 2024, senior management from Dharmniti Group was pleased to meet with executives from Skyworth Motors (a Chinese manufacturer of electric passenger vehicles) to discuss the various professional services which Dharmniti Group can offer. The meeting was held at Dharmniti Groups’ head office at Prachachuen Road, Bangsue, Bangkok and the attendees enjoyed lunch thereafter at the Rajpruek Club.

1. What is your educational and career background? Answer: I graduated with a Bachelor of Laws (LL.B.) from the Assumption University and with a Master of Laws (LL.M.) in the field of business law from the same university.       On having graduated with the Master of Laws, I had interest in legal consultation work, so I was determined to work in the field of legal consultation. And I’ve been working in this field to date, with 9 years of work experience in total.   2. What legal practice areas do you currently work in? Answer: The professional areas I’m handling are legal consultation works relating to mergers and acquisitions (M&A), entire business transfers (EBT), partial business transfers (PBT), takeovers, joint ventures, legal due diligence, conversions into public limited companies and the listing of companies on the Stock Exchange of […]

Q: Is a hire-of-work document, which is signed and states the employer’s and contractor’s address, subject to stamp duty? A: A document setting out hire of work details, including the names of the employer and contractor, the date, reference number of the document, code, item, amount, price per unit, and total price, with or without the signatures, and which requires the employer’s order each time, Shall not be deemed as meeting the required characteristics of a hire-of-work agreement. Instead, it is only evidence of the juristic act in accordance with Section 587 of Civil and Commercial Code which prescribes that “the hire of work is a contract whereby a person, called contractor, agrees to accomplish a definite work for another person, called employer, who agrees to pay him a remuneration of the result of the work. Thus, such document shall […]

Q : Is the money derived from the dissolution of a limited partnership that the partner received deemed as a dividend or share of profits and is the partner entitled to claim it as a tax credit? A : No, such money is not deemed as a dividend or share of profits that can be claimed as a tax credit in accordance with Section 40 (4) (b) of the Thai Revenue Code (“TRC”), in conjunction with Section 47 Bis of the TRC. Instead, only the portion that exceeds the capital deemed as a benefit that the partner received in accordance with Section 40 (4) (f) of the TRC. Supreme Court Judgment No. 13935/2555 The TRC does not prescribe a specific definition of dividend and share of profits, hence its definition shall be determined based on Section 1084 of the Civil […]

Q : Whether a loan agreement without a stamp duty or with a stamp duty but not be cancelled is admissible in order that the Plaintiff shall be liable under the Act on Offenses Arising from the Use of Cheque B.E. 2534 (“Cheque Act”)? How? A : A loan agreement is one of the instruments that shall be stamped in accordance with Clause 5 of Stamp Duty Schedule. If the instrument is not stamped or it is stamped but not cancelled, it shall be deemed the instrument not duty stamped in accordance with Section 103 of Thai Revenue Code (“TRC”), resulting in being inadmissible evidence in civil case in accordance with Section 118 of the TRC. Thus, in criminal prosecution regarding the liability under the Cheque Act, despite the fact that the Defendant issues a cheque to pay the Plaintiff […]

Q : Shall the business operation on goods transportation inside and outside Thailand be liable for VAT and how is it? Shall the input VAT on the goods transportation outside Thailand be taken as a tax credit in VAT computation? A : The business operations on the goods transportation from inside to outside Thailand and the goods transportation from outside to inside Thailand are deemed business partially performed or service used in Thailand and shall be subject to VAT. Nevertheless, the business operation on the goods transportation outside Thailand from one country to another country despite the client correspondence or client contact done in Thailand is deemed business of which none of its part performed or service not provided in Thailand. Therefore, it shall not be subject to VAT in accordance with Section 80/1 (3) of Thai Revenue Code (“TRC”), […]

Cabinet approves a new personal income tax rate which decreases revenue by 27,000 million Baht.

 Exemption on income  tax, VAT , specific business tax and stamp duty for income donated to support sporting  activities

Exemptions on income tax for supporting educational institutions

Mr. Aphsit Vejjajiva,Prime Minister,chairman of the Board of Investment (BOI) today announced the resolutions to promote 6 new  industries with the special measures .

Tax Newsletter Dharmniti Law Office Co., Ltd.                                                                              Volume 168, July 2025     Tax Law Updates      1.Reduction in tax rate according to Tax Measures to Promote Investment in Special Economic Zones (SEZs) Royal Decree issued under the Revenue Code on Tax Rate Reduction (No.797), B.E.2568 (2025) regarding Tax Measures to Promote Investment in Special Economic Zones, has been in force from June, 6th 2025.        For more details please see: https://bit.ly/3GnPQaM        2.The criteria, procedures, and conditions regarding the exemption of income tax for the investment in Thai ESG Funds A notification of the Director-General of Revenue Department regarding Income Tax (Issue No.458) prescribing the criteria, procedures, and conditions regarding the exemption of income tax for investments in Thai ESG Funds, has been in force from November, 21st 2023.        For more details please see: https://bit.ly/3IvYjsX     Tax […]

 Tax Newsletter Dharmniti Law Office Co., Ltd. Issue No. 148, in November 2023   Tax Law Updates      1. The criteria, procedures, conditions, and duration of an income tax and value-added tax exemption relating to the transfer of digital tokens for investments offered to the public      The Notification of the Director-General of the Revenue Department (Issue No. 52) sets out the criteria, procedures, conditions, and duration of an income tax and value-added tax exemption relating to the transfer of digital tokens for investments offered to the public, in compliance with the operation of digital asset businesses law.      For more details, please see http://bit.ly/48pYCxn      2. The qualifications, criteria, procedures, and conditions for the registration of tax agents      The Revenue Department has issued regulations on the qualifications, criteria, procedures, and conditions for the registration of tax agents. These regulations stipulate the characteristics of […]

 Tax Newsletter Dharmniti Law Office Co., Ltd.   Issue No. 147, in October 2023   Tax Law Updates      1. The criteria and conditions of income tax, value-added tax, specific business tax and stamp duty exemptions for monetary donations made to educational institutions through the e-Donation payment channel      The Notification of the Director-General of the Revenue Department (Issue No. 50) sets out the criteria and conditions applicable to the income tax, value-added tax, specific business tax and stamp duty exemption for monetary donations made to educational institutions through the e-Donation payment channel. This tax exemption under this Notification shall be effective from 1 January 2023 through until 31 December 2024.      For more details, please see https://bitly.ws/Wp38      2. The criteria, procedures, and conditions relating to a corporate income tax exemption on subsidies received from the government to support electric vehicles      The Notification […]

 Tax Newsletter Dharmniti Law Office Co., Ltd. Issue No. 145, in August 2023   Tax Law Updates      1. The form for requesting a tax refund under the petroleum income tax law application      The Notification of the Director-General of the Revenue Department regarding Petroleum income tax (Issue No.7) stipulates the tax return form and the place to submit the tax return for petroleum income tax. The specified tax return forms are Form Kor. 10, which is the request for a tax refund, and Form P.NG.P.70, which is the statement of petroleum income tax. These forms are utilized specifically for requesting a refund of the tax.      For more details, please see https://bitly.ws/Vh8v Tax News Updates   –   Highlighted Supreme Court Judgment   Supreme Court Judgment No. 5605/2530   Between                       Mr. V.                                                                            Plaintiff and            […]