Doing Business in Thailand: Overview | Practical Law

Doing Business in Thailand: Overview | Practical Law

A Q&A guide to doing business in Thailand.

Doing Business in Thailand: Overview

Practical Law Country Q&A 5-500-7895 (Approx. 43 pages)

Doing Business in Thailand: Overview

by Darani Vachanavuttivong, Ploynapa Julagasigorn, Michael Ramirez, Supasit Saypan, Chaiwat Keratisuthisathorn, Pimvimol (June) Vipamaneerut, Chanchai Jhongsathit, Kobkit Thienpreecha, Nutavit Sirikan, Penrurk Phetmani, Kasama Sriwatanakul, Gvavalin Mahakunkitchareon and Charuwan Charoonchitsathian, Tilleke & Gibbins
Law stated as at 01 Nov 2021Thailand
A Q&A guide to doing business in Thailand.
This Q&A gives an overview of key recent developments affecting doing business in [jurisdiction] as well as an introduction to the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities. The article also summarises the laws regulating employment relationships, including redundancies and mass layoffs, and provides short overviews on competition law; data protection; and product liability and safety. In addition, there are comprehensive summaries on taxation and tax residency; and intellectual property rights over patents, trade marks, registered and unregistered designs.


1. What is the general business, economic and cultural climate in your jurisdiction?


Thailand continues to be one of the central hubs in the Association of Southeast Asian Nation (ASEAN) for attracting foreign direct investment (FDI), due to its advantages for foreign investors seeking to do business in Asia. It provides an attractive business and economic environment and government incentives, which have greatly contributed to the development of private sectors in creating and maintaining Thailand's economic growth and prosperity along with its technological development.
The Government of Thailand has taken a supportive and positive position in promoting and welcoming foreign investment. Thailand's Board of Investment (BOI) offers both tax and non-tax incentives, which aim to promote the development of certain target industries, and most key business sectors of the economy are open to foreign investors.
Thailand therefore continues to improve its attractiveness for FDI through many government initiatives which seek to make the country more accessible to those seeking to expand their presence in Asia while at the same time reducing the amount of red tape required for beginning or expanding business activities.

Dominant Industries

Manufacturing represents a significant portion of Thailand's GDP, with electronics, cars and automotive components, and agricultural commodities and food products representing some of the largest industries. The service sector and agricultural sector are also important employers in Thailand.

Population and Language

As of 2021, the population of Thailand is just under 70 million, which includes a wide range of people from many ethnicities such as Chinese, Malays, Cambodians, Vietnamese, Indians and others. The official language in Thailand is Thai while English is also a common language and is widely used in business, particularly in Bangkok, Chonburi, Phuket and other major cities.

Business Culture

  • Business cultures in Thailand are quite similar to its neighbouring countries in Asia. The Thai culture exercises significant influence on business dealings. Although the Thai people are tolerant of different behaviours, the optimal approach is one of politeness and respect without losing one's temper or raising one's voice. Conflicts should be resolved by polite discussion. There is a unique Thai identity, giving rise to "the Thai way" of doing things. Personal ties and trust are also important to the Thai people; accordingly, direct personal questions are common and not inappropriate. Yet, people tend to be indirect in their dealings with each other and go around an issue rather than directly to the key point. Tasks may therefore be accomplished less efficiently and less quickly than with a direct approach.
  • However, there have recently been movements to challenge the established norms of a paternalistic society by questioning the status quo and arguing for openness, transparency, and accountability.
2. What are the key recent developments affecting doing business in your jurisdiction?

Key Business and Economic Events

The Thailand 4.0 initiative has been making significant headway. Thailand 4.0 is a policy aimed at transforming the economy of Thailand into a "Value-Based Economy' by emphasising research and development (R&D), creative thinking, and innovation. The Eastern Economic Corridor (EEC) Project, regulated under the Eastern Economic Corridor Act (EEC Act), is one of the initial projects driving the new policy. The EEC Act is designed to attract both foreign and domestic investments, initially in three Eastern provinces of Thailand: Chachoengsao, Chon Buri and Rayong. Its purpose is to turn Thailand's Eastern region into a leading ASEAN economic zone. The EEC Project is targeting the following industries in the Eastern region:
  • High wealth and medical tourism.
  • Biofuel and biochemical.
  • Food processing.
  • Comprehensive healthcare.
  • Advance agriculture and biotechnology.
  • Aviation and logistics.
  • The intelligent electronics.
  • Robotics.
  • Next-generation automotive.
  • Digital.
In addition to the above industries, the EEC Project also focuses on the development of infrastructure, technology and transportation. It plans to implement various transportation projects in the Eastern areas. Various projects are already in the works, including the:
  • High-Speed Railway Project, which will link three major airports in Thailand (Don Mueang International Airport, Suvarnabhumi International Airport and U Tapao Airport).
  • Double-Track Rail Lines Project which aims to connect industrial zones within the country.

Political Events

Politics in the past year has been dominated by the COVID-19 pandemic and the government's response to it.

New Legislation

The business climate in Thailand continues to be positive and welcoming to foreign investment. Currently, deregulation and trade liberalisation are taking place on many fronts, largely driven by Thailand's participation in the ASEAN Economic Community (AEC). In 2015, the AEC Blueprint 2025 was adopted, providing the AEC with a broad economic direction which resulted in more autonomous movement of goods, services, capital and labour. Certain changes have already come into effect, such as:
  • A substantial reduction in tariffs on many goods originating from ASEAN member states.
  • Harmonisation of securities regulations.
  • Relaxation on the restriction on foreign owners wholly-owning a subsidiary or holding a majority interest of a company in Thailand.
  • Allowing foreign nationals to carry out certain restricted businesses under the Foreign Business Act BE 2542 (1999) (FBA).
The BOI has launched new investment promotion schemes, making it easier for foreign nationals to conduct business in Thailand. Many temporary COVID-19 relief measures have also been put in place over the past year. Some are still in effect and future measures are possible.

Legal System

3. What is the general legal system in your jurisdiction?
Thailand has a codified legal system, where all rules and regulations are enacted in writing. In accordance with that system, Thailand also has a civil law and dual court system. Although court decisions do not generate binding precedent, rulings are significantly influenced by decisions of higher courts and other past rulings or legal interpretations.
The codified legal system in Thailand operates in a hierarchy of laws that are divided mainly between:
  • Constitutional Acts.
  • Organic Acts.
  • Royal Ordinances.
  • Royal Decrees.
  • Ministerial Regulations.

Foreign Investment

4. Are there any restrictions on foreign investment, ownership or control?
Foreign ownership restrictions in reserved business activities are regulated under the FBA and it is essential to first be aware of the scope of reserved business activities before forming a company formation or undertaking FDI to acquire shares in Thai companies. Under the FBA, certain types of business activities are reserved for Thai nationals only. Foreign investment in those businesses must comprise less than 50% of share capital, unless specially permitted by the Ministry of Commerce or otherwise exempt by a binding bilateral agreement between Thailand and the foreign investor's country, or if the company is being promoted by the BOI.
Potential investors should review the three lists of restricted businesses set out in the FBA to determine whether their proposed business falls under any of the reserved business activities:
  • List 1. This list contains activities strictly prohibited to non-nationals:
    • newspaper or radio broadcasting stations and radio and television station businesses;
    • rice farming and growing plantations or crops;
    • livestock farming;
    • forestry and timber processing from a natural forest;
    • fisheries in Thai territorial waters and specific economic zones;
    • extraction of Thai medicinal herbs;
    • trading and auctioning of antique objects or objects of historical value from Thailand;
    • making or casting of Buddha images and monk alms bowls;
    • land trading.
  • List 2. This list contains activities related to national safety or security, or those which affect arts and culture, tradition, folk handicrafts or natural resources and the environment. Among other activities, it includes:
    • the production, sale and maintenance of firearms and armaments;
    • domestic transportation by land, water or air;
    • trading of Thai antiques or art objects;
    • mining, including rock blasting and rock crushing;
    • timber processing for production of furniture or utensils.
    A foreign majority-owned company can engage in List 2 activities if Thai nationals or juristic persons hold no less than 40% of the total shares and the number of Thai directors is at least two-fifths of the total number of directors. Exceptions are given under the following conditions:
    • the Minister of Commerce with approval from the Cabinet, permits, for a reasonable cause, reduction of the Thai shareholding requirement, which cannot drop below 25% of total shares.
    • investment promotion from the BOI;
    • authorisation by the Industrial Estate Authority of Thailand;
    • permission under a treaty to which Thailand is bound.
  • List 3. This list contains activities in which there are economic protections for Thai nationals. Among other activities, it includes:
    • Accounting, legal, architectural or engineering services;
    • Retail and wholesale;
    • Advertising businesses;
    • Hotels;
    • Guided touring;
    • Selling food or beverages;
    • Any kind of service business.
    Exceptions to List 3 are given to companies that receive any of the following:
    • Permission from the Director-General of the Department of Business Development at the Ministry of Commerce, with approval from the Foreign Business Committee, for obtaining a Foreign Business Licence;
    • An investment promotion from the BOI or from the Industrial Estate Authority of Thailand for obtaining a Foreign Business Certificate from the Director-General of the Department of Business Development at the Ministry of Commerce;
    • Protection under a treaty or obligation to which Thailand is bound, including the US Treaty of Amity and Economic Relations; ASEAN Comprehensive Investment Agreement (ACIA); Thai-Australia Free Trade Agreement (TAFTA); Japan-Thailand Economic Partnership Agreement (JTEPA); and ASEAN Framework Agreement on Services (AFAS).
Under the FBA, foreign individuals and corporations and foreign-majority-owned companies established under Thai laws are prohibited from conducting any reserved business activities stipulated under the FBA, unless prior approval has been granted. Any Thai company that is majority-owned by Thai nationals, whether directly or indirectly, is not regulated by the FBA, and can therefore engage in any business. Only the shareholding percentage, and not voting rights or dividend rights, is used to determine ownership of a company under the FBA. The restrictions imposed under the FBA are triggered when a company that is foreign-majority-owned starts to conduct business activities in Thailand.
Business activities stipulated under List 1 of the FBA are strictly prohibited to foreigners by special reasons, while business activities under Lists 2 and 3 can be engaged in by foreign parties provided that certain conditions stipulated under the FBA are met and that approval has been obtained from the Foreign Business Administration Division of the Ministry of Commerce. Apart from the FBA, there are other specific laws and regulations that restrict foreign ownership, with details varying depending on the regulations of each business sector.
5. Are there any restrictions or prohibitions on doing business with certain countries, jurisdictions, entities, organisations or individuals?
Trade sanctions are determined through Cabinet resolution, but only apply after proper notification by the relevant regulator. For example, the Department of Foreign Trade announces new sanctions relevant to the import and/or export of goods. Similarly, banks in Thailand are obligated to comply with monetary sanctions as announced by the Bank of Thailand. The import or export of armaments always requires approval from the Ministry of Defence, which may prohibit imports and/or exports from/to certain countries.
In addition, the international organisations to which Thailand is bound as a member state (UN, World Trade Organization (WTO) and ASEAN) must take into account whether it requires a member state to level any sanction to comply with its obligations.
Thailand has a set of specific trade sanctions in place, which can be checked with the relevant regulator for the industry in question. For example, the Department of Foreign Trade (DFT) announced that certain products/goods are prohibited from being traded with select countries, including North Korea, Iran, Liberia and Sudan.
6. Are there any exchange control or currency regulations or any registration requirements under anti-money laundering laws?
Foreign exchange transactions are regulated by the Exchange Control Act BE 2485 1942 (as amended) and Ministerial Regulation No 13 BE 2497 1954 issued under the Exchange Control Act, which states detailed restrictions for all circumstances will be issued via notification from a competent office at the Ministry of Finance.
Commercial banks are authorised by the Bank of Thailand to approve the following foreign exchange transactions in its name:
  • Foreign currencies: these can be transferred or brought into Thailand with no monetary restrictions. Any person receiving foreign currencies from abroad is required to repatriate the funds immediately and sell them to an authorised bank or deposit them in a foreign currency account with an authorised bank within 360 days of receipt.
  • Investments in overseas ventures in which Thai legal entities hold at least 10% of total shares.
  • Lending to affiliated entities abroad, as necessary and appropriate.
  • Up to USD50 million, or its equivalent, per year for lending to non-affiliated companies.
  • Institutional investors' investment in foreign securities, up to an amount not exceeding the limit set by their supervisory authorities. Such investors include:
    • government pension funds;
    • provident funds;
    • insurance companies;
    • legal persons with assets of at least THB5 billion; and
    • companies listed on the Stock Exchange of Thailand (SET).
  • Investment by other investors in overseas securities issued by foreign entities through private funds or securities companies. The limit is subject to the guidelines set by the Thai Securities and Exchange Commission (SEC).
  • Up to USD50 million, or its equivalent, per person per year for the purchase of real property in a foreign country.
  • Purchase of shares, warranties and options of related companies abroad under employee benefit plans for up to USD1 million per person per year for each purpose.
  • Up to USD1 million, or its equivalent, per person per year to Thai emigrants who are permanent residents abroad.
Sums that exceed the limitations, or are for purposes other than those permitted by the Bank of Thailand, require the Bank of Thailand's approval. In practice, various commercial banks require copies of supporting documents for certain transactions, including both inbound and outbound transactions. For example:
  • Investments in Thai subsidiaries require a list of shareholders describing the relationship between the transferor and transferee.
  • Loan transactions require a copy of the loan agreement.
In addition, with the implementation of the US Foreign Account Tax Compliance Act (FATCA) in 2014 for commercial banks, there will be some changes for customer accounts regarding foreign financial institutions. According to the Anti-Money Laundering Act B.E. 2542 (1999), when a transaction is made with a financial institution, the financial institution must report it to the Anti-Money Laundering Office if the transaction appears to be a:
  • Cash transaction exceeding THB2 million.
  • Transaction connected with an asset worth more than the value prescribed by ministerial regulation (thar is, more than THB5 million).
  • Suspicious transaction, whether it falls under either of the above or not.
To comply with the anti-money laundering laws in Thailand, financial institutions must require their customers to provide a detailed scope of transactions, including relevant supporting documents (which may include entity's beneficial ownership), which are left to the practical discretion of the financial institution in accordance with their internal policies.
7. What grants or incentives are available to investors?
There are no government's grants or incentives that are exclusively available to foreign investors. The Investment Promotion Act B.E. 2520 (1977) sets out key provisions and regulatory framework for investment incentives granted by the BOI. The BOI has the authority to grant both tax and non-tax incentives to qualifying investment projects in Thailand, and these are available equally to both Thai and foreign investors. The incentives include a corporate income tax holiday, which has been classified into two groups:
  • Group A. This group consists of activities that receive corporate income tax incentives, machinery and raw materials import duty incentives, and other non-tax incentives. Group A is divided into four subgroups with the following conditions:
    • A1. Eight years of corporate income tax exemption without a maximum cap, exemption of import duty on machinery, exemption of import duty on raw materials used in R&D (only for specific activities), exemption of import duty on raw or essential materials used in manufacturing export products, and other non-tax incentives;
    • A2. Eight years of corporate income tax exemption, exemption of import duty on machinery, exemption of import duty on raw or essential materials used in manufacturing export products, and other non-tax incentives;
    • A3. Five years of corporate income tax exemption, exemption of import duty on machinery, exemption of import duty on raw or essential materials used in manufacturing export products, and other non-tax incentives;
    • A4. Three years of corporate income tax exemption, exemption of import duty on machinery, exemption of import duty on raw or essential materials used in manufacturing export products, and other non-tax incentives.
  • Group B. This group consists of activities that receive only machinery import duty exemptions. Group B is divided into two subgroups with the following conditions:
    • B1. Exemption of import duty on machinery, exemption of import duty on raw or essential materials used in manufacturing export products, and other non-tax incentives;
    • B2. Exemption of import duty on raw or essential materials used in manufacturing export products, and other non-tax incentives.
Other incentives also include:
  • Withholding tax exemption for dividend distribution during the tax holiday.
  • 100% foreign ownership in certain businesses reserved under the FBA.
  • Customs duty exemption or reduction for imported raw materials and machinery.
  • Land ownership for foreign companies.
  • Withdrawing or remitting money abroad in foreign currency.
  • Visa and work permit privileges for expatriates.
Merit-based incentives are available for the following types of investments/expenditures:
  • R&D in technology and innovation including: in-house R&D, outsourced R&D in Thailand, and joint R&D with overseas institutes.
  • Donations to technology and human resource development funds, educational institutes, specialised training centres, research/academic institutes, or government agencies in the science and technology field in Thailand, as approved by the BOI.
  • Intellectual property acquisition/licensing fees for commercialising technology developed in Thailand.
  • Advanced technology training.
  • Development of local suppliers with Thai shareholder(s) holding at least 51% of the total shares.
  • Product and packaging designs in Thailand, both in-house and outsourced.
The BOI specifically considers certain activities to be of special importance and benefit to the country, for example: electronic design, software, energy services, cloud services, digital technology, R&D, biotechnology, medical, engineering design, and smart farming.
Additional area-based incentives for corporate income tax exemptions are provided to qualified investors in the specific areas that fall under the following categories:
  • Decentralisation (activities based in the 20 provinces with the lowest per capita income).
  • Industrial area development (for qualified projects based in industrial estates).
  • Science and technology parks.
  • EEC areas.
  • Four provinces on the Southern border and the four districts in Songkhla.
On top of the incentives offered by the BOI, privileges granted by the Industrial Estate Authority of Thailand (IEAT) could benefit foreign investors in terms of both tax and non-tax incentives. This includes exemption from import duty for machinery and permission to own land for business operations.
Investors in the designated areas of the EEC will be eligible to receive various incentives, including:
  • Exemption from corporate income tax for up to 15 years.
  • Fixed personal income tax rate of 17%.
  • Exemption of import duties.
  • Permission to own land.
  • Right to lease land for up to 50 years and a renewal for up to 49 years.
  • A five-year visa for investors, specialists, and scientists.
It should be noted that some of the incentives will only be granted if the investors meet the requirements and conditions prescribed under the EEC Act and/or other related regulations. Under the EEC scheme, certain personnel working in the ten targeted industries (see Question 2) could be eligible for a Smart Visa, which offers extensive rights and benefits in connection with visas and work permits.

Business Vehicles

8. What are the most common forms of business vehicle used in your jurisdiction?

Main Business Vehicles

Several types of business entities are available in Thailand, including:
  • Ordinary partnerships.
  • Registered ordinary partnerships.
  • Limited partnerships.
  • Private limited companies.
  • Public companies.
Trusts created by any legal act will have no effect unless they are created through a provision of law that permits the creation of a trust (that is, the Trust for Transactions in Capital Market Act BE 2550 (2007)).

Foreign Companies

The most common form of business vehicle used by foreign companies is the private limited company, as it limits shareholders' liability to the remaining amount of unpaid (if any), registered capital due on the shares respectively held by them. In addition, if Thai nationals own more than 50% of its share capital, a private limited company is not regarded as foreign under the FBA and therefore is not restricted from engaging in reserved business activity (see Question 4).
Thailand has recently considered a single shareholder company law where only one natural person or juristic person can incorporate a limited company and can act as the meeting itself and pass resolutions without the need to call for a shareholders' meeting.
9. What are the main formation, registration and reporting requirements for the most common corporate business vehicle used by foreign companies in your jurisdiction?

Registration and Formation

At least three natural persons (promoters) are required to establish a private limited company. The incorporation of a limited company must be registered with the Department of Business Development (DBD) of the Ministry of Commerce. The process involves reserving a company name, filing and registering a Memorandum of Association (MOA) and the incorporation documents, which must be signed by all promoters and directors. If all incorporation documents are signed and ready, the filing and registration with the DBD can be completed within one business day. Since 2018, the government fees are fixed at THB5,500 for the registration of an incorporation of a limited company and MOA, regardless of the amount of capital the company wishes to register.

Reporting Requirements

All limited companies must file audited financial statements of each fiscal year (12-month accounting period) with the Ministry of Commerce and Revenue Department within five months of the end of the fiscal year. The audited financial statement must be approved by a general meeting of shareholders within four months of the end of the fiscal year, and submitted electronically within one month from the date of the general meeting. There are no government fees charged for submitting audited financial statements.

Share Capital

In general, there are no minimum or maximum share capital requirements for companies (provided that the minimum par value per share is THB5). The DBD, however, retains discretion to raise objections if it appears that the registered capital is too low for the purposes of conducting the proposed business in Thailand. Foreign majority-owned companies are subject to the FBA rule stating that the minimum share capital for these companies is THB2 million. If the intended activity is reserved under the FBA (see Question 4), the minimum share capital is increased to THB3 million, for each reserved business. The par value of each share must be at least THB5. The registered capital must be initially paid up at the minimum of 25% of the total amount. Additionally, if the company has foreign employees, the company must have at least THB2 million of registered capital, 100% paid-up, per work permit.

Non-Cash Consideration

Shares can be issued for non-cash consideration. In principle, non-cash capital contributions (payments in kind), such as assets or services, are acceptable if approved by the statutory shareholders' meeting or by a special resolution.

Rights Attaching to Shares

Restrictions on rights attaching to shares. The following restrictions apply:
  • Shares are indivisible.
  • A company cannot take its own shares in pledge.
  • The whole amount of every share must be paid in money, unless approved by the statutory meeting or special resolution of the general meeting of shareholders, in case of an increase in registered capital.
  • A shareholder cannot avail themselves of a set-off against the company as to payments on shares.
Other rights or restrictions may be given by the company's MOA, articles of association (articles), or the general meeting of shareholders.
Automatic rights attaching to shares. Automatic rights attached to shares include the rights to:
  • Receive a share certificate.
  • Transfer shares without the consent of the company, unless shares are entered in a name certificate and otherwise provided in the company's articles.
  • Attend and vote at any general meetings of the shareholders.
  • Receive dividends.
  • Inspect the register of shareholders and the minutes of the board of directors' and Submit an application to the court to cancel any resolution of the general meeting which is contrary to the law or company's articles.
  • Claim compensation against directors for injury to the company caused by them.
  • Purchase new shares in proportion to the shares currently held by shareholders.
  • Receive the remaining property of the company once the company has been liquidated.
10. What is the standard management structure and key liability issues for the most common form of corporate business vehicle used by foreign companies in your jurisdiction?

Management Structure

A private limited company is managed by a board of directors consisting of at least one director, who is elected by the shareholders in a general meeting and under the control of the shareholders and according to the company's articles. The board of directors can appoint one or several directors or other persons to perform any act on its behalf, unless expressly stipulated otherwise in the company's articles.

Management Restrictions

Generally, there are no nationality requirements or restrictions for directors, except in certain businesses which have a quota for foreign directors. For example, inland transportation businesses, and other foreign companies permitted to engage in business under List 2 of the FBA, must have Thai nationals comprise at least half of all directors.

Directors' and Officers' Liability

The directors are obliged to comply with all laws and objectives of the company, follow the company's articles, adhere to resolutions of the general meeting of the shareholders in good faith, and preserve the interests of the company. In general, directors are not personally liable to a third party for their actions on behalf of the company, unless they are in breach of their authority as stipulated in the MOA and articles of the company or a shareholders' resolution. Directors can be criminally liable if the company commits a criminal offence under certain statutes, if the offence was from the director's instructions or actions (or their failure to give instruction or take action) resulting in the company committing an offence.
Under the Civil and Commercial Code, any shareholder in a limited liability company can file a petition against the director of the company for compensation if they can prove that the director caused any damage to the company (provided that the company fails to do so itself). However, the director can relieve themselves from liability to the company or shareholder who claims compensation from them if they can prove to the court that they exercised the decision with faith that their action would benefit the company (complied with duty of care, fiduciary and loyalty) and that such action was approved by the shareholder who claimed for such compensation.

Parent Company Liability

The law in another country where a parent company is located may require the parent company/officer to be liable for the action of the subsidiary. However, under Thai law, a parent company is only regarded as a shareholder, and is only liable for the debts and losses of its subsidiary (which is considered as a limited company in Thailand) up to the amount unpaid on its shares.


11. What are the main environmental regulations and considerations that a business must take into account when setting up and doing business in your jurisdiction?
There are numerous acts and regulatory notifications, involving various government bodies, that address environmental regulatory matters in Thailand, including the:
  • Enhancement and Conservation of the National Environmental Quality Act B.E. 2535 (1992).
  • Factories Act B.E. 2535 (1992), as amended.
  • Public Health Act B.E. 2535 (1992), as amended.
  • Navigation in Thai Waters Act B.E. 2456 (1913), as amended.
  • Act for the Cleanliness and Orderliness of the Country B.E. 2535 (1992).
  • Hazardous Substances Act B.E. 2535 (1992), as amended.
  • Building Control Act B.E. 2522 (1979), as amended.
  • Industrial Estate Authority of Thailand Act B.E. 2522 (1979), as amended.
  • Land Transportation Act B.E. 2522 (1979), as amended.
  • Land Traffic Act B.E. 2522 (1979), as amended.
  • Energy Policy Act B.E. 2535 (1992), as amended.
  • Highway Act B.E. 2535 (1992), as amended.
  • Non-Smokers' Health Protection Act B.E. 2535 (1992).
  • National Forest Act B.E. 2507 (1964), as amended.
  • Plant Varieties Act B.E. 2518 (1975), as amended.
  • Fisheries Act B.E. 2490 (1947), as amended.
  • Forest Act B.E. 2484 (1941), as amended).
  • Industrial Product Standards Act B.E. 2511 (1968), as amended.
  • Thai Vessels Act B.E. 2481 (1938), as amended.
  • Energy Development and Promotion Act B.E. 2535 (1992), as amended.
  • Investment Promotion Act B.E. 2520 (1977), as amended.
  • Energy Conservation Promotion Act B.E. 2535 (1992), as amended.
  • Town and Country Planning Act B.E. 2518 (1975), as amended.
  • Act on Control of Killing Animals and Selling Meat B.E. 2535 (1992), as amended.
  • National Parks Act B.E. 2504 (1961), as amended.
  • Minerals Act B.E. 2510 (1967), as amended.
  • The Zoning Act B.E. 2518.
One of the primary laws governing environmental issues is the Enhancement and Conservation of National Environmental Quality Act B.E. 2535 (1992) (NEQA). The NEQA provides a framework for protecting the environment by apportioning environmental responsibilities among various government agencies and establishing committees to deal with environmental issues. Among the requirements imposed under the NEQA are environmental impact assessments.
On July 18, 2018, the amended NEQA 2018 came into effect. The amended NEQA mainly improves the criteria for environmental impact assessment reporting and the system for environmental impact analysis, to be consistent with the provisions in Thailand's constitution.
The laws listed above are also still in effect and apply to various public and private entities in Thailand. This means that many business will have to comply with one or more of these laws, such as legislation governing factory operation and building construction.

Factory Operation

A factory is defined in Thai law as a "building, premises, or a vehicle using a machine, or machines, with total power or an equivalent of fifty horsepower or more, or which employs fifty workers or more, with or without machinery, to manufacture, produce, assemble, pack, repair, maintain, test, improve, process, convey, keep, or destroy anything in accordance with the type or kind of factory as prescribed in the Ministerial Regulations" (Factory Act B.E. 2535 (1992), as amended by Factory Act (No. 2) B.E. 2562 (2019) and Factory Act (No. 3) B.E. 2562 (2019)).
In other words, the "factory" designation applies to a building, premises, or vehicle that either
  • Has machinery with a total of fifty horsepower or more.
  • Employs fifty workers or more, for the purposes listed above.
Businesses whose activities fall under this definition must notify the competent official, before the commencement of its operation, or obtain a factory licence from the competent official, according to its category as specified under the Factory Act. These operators must also comply with zoning laws issued specifically for the location (district or provincial), as each zone may or may not permit certain types and sizes of factory operations.
The application for the factory permit must contain details on the waste or pollution that may result from the production process, as well as its disposal management.

Construction Control

Generally, no buildings can be constructed, altered, or removed without obtaining a permit from or notifying the government authority (typically the local district or municipality administrative office).
Before issuance of a construction permit, several environmental factors will be considered, for example, the size and height of the building and the zoning classification of the land.
The Ministry of Natural Resources and Environment requires an environmental impact assessment (EIA) reports from parties responsible for constructing certain building types (including offices) with a height of 23 metres or more, or a total floor area of 10,000 square metres, as well as certain other projects specified in the following:
  • Notification of the Ministry of Natural Resources and Environment Re: Determination of Categories and Sizes of Projects or Operations Requiring the Preparation of an Environmental Impact Assessment Report, and Bases, Methods, Procedures,
  • Guidelines for the Preparation of an Environmental Impact Assessment Report issued under the NEQA.

Liability and Strategies for Compliance

Civil liability for environmental damage can be incurred under the Civil and Commercial Code and under various other laws, such as the:
  • Hazardous Substances Act. This law:
    • regulates the import, export, production, storage, transport, possession, sale and use of dangerous substances;
    • delegates authority to various agencies, depending on the substance; and
    • imposes requirements including notification, registration and licensing, as well as handling storage, disposal, and other requirements.
  • Factories Act. Under this Act, the Ministry of Industry:
    • regulates factory operations and imposes environmental protection requirements such as:
    • standards for air pollutants, effluents, and other waste from factories; or
    • requirements to install specific equipment to reduce or eliminate damage to the environment.
Business operators should also observe local regulations to assess whether their business is considered hazardous in that area, as certain activities could trigger additional local licensing requirements.


Criminal penalties for environmental damage can include fines, imprisonment, or both. Liability for oil spills, for example, can accrue under multiple laws. Regardless of industry, those subject to Thai jurisdiction should take the necessary steps to ensure compliance with the applicable environmental statutes. The number of laws can make this task appear daunting, but the reality is that, aside from EIAs, HIAs, and public consultations, many of the laws' provisions relevant to environmental matters impose environmental obligations as part of existing licensing or permitting obligations.


Laws, Contracts and Permits

12. What are the main laws regulating employment relationships?

Foreign Employees

Thai labour laws apply to all employees working in Thailand, regardless of their nationality or tenure.
Choice of law provisions are generally valid under Thai law, and the parties to an employment agreement can agree to have the agreement governed by a foreign law. However, Thai courts can refuse to apply a chosen foreign law if it is contrary to public order or the good morals of Thailand.
However, when a provision of a foreign law is more favourable for the employee than the provisions prescribed under Thai labour laws, the court can consider the choice of law provision as a clear intention of the parties to be bound by the additional requirements, and will apply that foreign law provision accordingly.
The employment of non-Thai nationals working in Thailand is specifically regulated by the:
  • Foreigners' Working Management Emergency Decree BE 2560 (2017).
  • Royal Decree Naming Professions Prohibited to Aliens 1979.

Employees Working Abroad

Subject to certain exceptions, none of the Thai labour laws listed below are relevant to employment of Thai employees outside of Thailand or to employees (regardless of nationality) of Thai companies working outside of Thailand.

Mandatory rules of law

The main laws regulating employment relationships in Thailand are the:
  • Thai Civil and Commercial Code on Hire of Services (sections 575 to 586).
  • Labour Protection Act 1998 (as amended in 2008, No. 2; 2008, No. 3; 2010, No. 4; 2017, No. 5; 2017, No. 6; and 2019, No. 7).
  • Labour Relations Act 1975 (as amended in 1991, No. 2 and 2001, No. 3).
  • Social Security Act 1990 (as amended in 1994, No. 2, 1999, No. 3 and 2015, No. 4).
  • Workmen's Compensation Act 1994 (as amended in 2018, No. 2).
  • Foreigners' Working Management Emergency Decree BE 2560 (2017) (Emergency Decree).
  • Royal Decree Naming Professions Prohibited to Aliens 1979 (RD), (as amended in 1993, No. 2, 2000, No. 3 and 2005, No. 4).
  • Act on Establishment of Labour Court and Labour Court Procedure 1979 (as amended in 2007, No. 2 and in 2015, No. 3).
  • Home Workers Protection Act 2010.
  • Occupational Safety and Health Act 2011.
In addition, most laws provide for the promulgation of ministerial regulations, which offer additional clarity and rules.
13. Is a written contract of employment required?

Main Terms

Employment contracts do not need to be in writing. An employment relationship can be proven by an employer's payroll documents or other reports/filings submitted to the Social Security Office or the Revenue Department.

Implied Terms

In addition, the terms of an employment relationship can be defined by the parties' conduct (implied terms).

Collective Agreements

A collective bargaining agreement can also apply.
14. Do foreign employees require work permits and/or residency permits?

Work Permits

Thai labour and immigration laws require that foreign persons wishing to work or physically operate a business in Thailand must obtain a work permit from the Ministry of Labour and maintain a valid non-immigrant visa while residing in Thailand. A foreign person intending to work in Thailand must obtain:
  • A non-immigrant business (B) visa from any Royal Thai Embassy/Consulate abroad before entering Thailand.
  • A work permit from the Ministry of Labour in Thailand before starting work.
The work permit application must be sponsored by an entity or sponsor that is registered as a business in Thailand. Processing the application normally takes between ten and 14 days. The processing time can be reduced to one day for companies that:
  • Receive investment promotion from the BOI.
  • Have at least THB30 million paid-up capital.
  • Otherwise qualify.
Government fees for a work permit are in the range of THB850 to THB6,100 (plus minimum stamp duty) depending on the validity period granted, which could be up to two years.
The requirement for a work permit can be relaxed for certain professional occupations for expatriates from member states of the ASEAN Framework Agreement on Mutual Recognition Arrangements, provided the requisite criteria are met.

Residency Permits

While staying in Thailand, a foreign national must comply with the period of stay that is initially granted (90 days from arrival (stamped in the passport)). A one-year visa extension can be applied for within Thailand after a work permit is obtained, subject to renewal before the expiration date. Foreign nationals must leave Thailand before the visa expiration date or apply for an extension of stay in Thailand, otherwise, a fine of THB500 per day for overstaying can be imposed.
Foreign employees are not required to apply for permanent residence (PR) permits. Non-nationals with non-immigrant visas who have resided in Thailand consecutively for at least three years are eligible, but not required, to apply for a PR permit. There are several categories under which the PR application can be submitted, such as: business or employment purposes, experts/academics, or to support family (spouse and/or children) who are Thai citizens. In addition to conditions relating to national security, the following factors in relation to each applicant are considered when reviewing a PR application:
  • Income.
  • Properties.
  • Knowledge (academic attainment).
  • Proficiency in their profession.
  • Family status.
To be considered for a PR application under the category of employment, the applicant must:
  • Have worked in Thailand with a valid work permit for at least three consecutive years before the application.
  • Have been working with the current company for at least one year before the application.
  • Receive an income of at least THB80,000 per month (for a foreigner with a Thai family) or THB100,000 per month (for a foreigner without a Thai family) on average for at least two consecutive years before the application. Evidence of income tax filing is also required.
  • Be able to understand and speak Thai to an average standard.
Each nationality is allowed an annual quota of 100 PR permits, and the entire process takes at least one year from the date of submission. A non-refundable PR application fee of THB7,600 is charged on the submission date, and the PR permit fee of THB191,400 is charged after approval is granted. RPs for spouses and children (under 20 years of age) of Thai citizens or foreigners who have already applied for and received an RP cost THB95,700.

Termination and Redundancy

15. Are employees entitled to management representation and/or to be consulted in relation to corporate transactions (such as changes in control, redundancies and disposals)?
Employees are not entitled by law to management representation or to consultation in relation to corporate transactions. However, employees are protected in situations of termination of employment without cause, whether in relation to redundancy or other circumstances. In addition, employee consent is required in situations of transfer of employment from one legal entity to another.
16. How is the termination of an individual's employment regulated?


Employment can be terminated, regardless of the reason, provided the termination is conducted in accordance with Thai labour law. Termination is defined as any action taken by the employer that prevents the employee from working and being paid.

Fair Dismissal

There is a difference between termination with cause and without cause, and termination that is fair and unfair.
Fair and unfair terminations are undefined in Thai labour law, so their meanings are interpreted by the courts based on the facts and evidence presented for each individual case.
Termination with cause. Termination with cause is only permissible in certain specific situations. Reasons which justify termination with cause include:
  • Dishonestly performing duties or intentionally committing a criminal offence against the employer.
  • Deliberately causing damage to the employer.
  • Negligently causing severe damage to the employer.
  • Violating the employer's work rules and regulations or lawful working orders, despite having received a written warning for the same offence within the immediately preceding 12 months (for serious cases, the requirement of a written warning does not apply).
  • Abandoning work for three consecutive working days, whether or not a holiday is taken in between, without a justifiable reason.
  • Having been sentenced to imprisonment by final court judgment. If the offence is committed by negligence or is a petty offence, it must be a case that causes the employer to incur loss or damage.
(section 119, Labour Protection Act.)
In circumstances justifying termination with cause, the employer can terminate employment immediately, without paying severance.
Statutory minimum notice. None.
Severance payment. None.
Termination without cause. If the employer terminates employment without cause (which is most frequently the case), the employer must:
  • Serve a notice of termination at least one pay period in advance, or as stipulated in the employment agreement (whichever is longer). Alternatively, the employer can terminate the employment immediately by paying wages to the employee in lieu of the advanced notice.
  • Provide compulsory severance pay ranging from 30 days to 400 days, depending on the employee's length of service, as follows:
    • 120 days, but less than 1 year: 30 days;
    • one year, but less than three years: 90 days;
    • three years, but less than six years: 180 days;
    • six years, but less than ten years: 240 days;
    • ten years but less than 20 years: 300 days;
    • 20 years or more: 400 days.

Unfair Dismissal

In addition to the above, there is also a risk that the employee will claim for unfair termination. If a terminated employee considers their termination unfair, they can pursue the case in the labour courts, seeking reinstatement or compensation/damages for unfair dismissal. The court can award compensation beyond mere severance, payment of wages in lieu of notice, and other amounts due on termination, at its own discretion.
In making its determination, the court must consider the:
  • Age of the employee.
  • Employee's tenure.
  • Employee's position.
  • Reason(s) for termination.
If the court finds a termination unfair, it can order reinstatement, if the employee requests this, or damages. To avoid claims for unfair termination, employers should negotiate with outgoing employees to reach an amicable end to the employment relationship.
Grounds for unfair dismissal. This depends on courts' interpretation based on the fact and evidence on case-by-case basis.
Remedies. The court can order reinstatement of the employee if the employee requests it. If the employer and the employee cannot continue working together, the court will order the employer to pay compensation/damages to the employee.

Class of Individuals

The above principles apply to all employees, regardless of a class or group of individuals.
17. Are redundancies and mass termination regulated?

Redundancies and Mass Termination

In general, redundancies and mass layoffs are regulated in the same manner as other circumstances in which termination occurs. However, when employment is terminated due to restructuring related to deployment of new technology or machinery, employers must follow the procedures set out below.

Procedural requirements

Employers must:
  • Give the labour inspector 60 days' advance notice specifying the date of termination of employment, reasons for terminating the employment and names of employees.
  • Give 60 days' advance notice to the affected employees, or pay wages in lieu of such notice.
For this type of termination, normal severance pay is required (see Question 16), and the employer must also pay special severance to all employees who have at least six years' tenure.


Taxes on Employment

18. In what circumstances is an employee taxed in your jurisdiction?
Any person, regardless of their tax residence status, who derives employment income from working for a Thai employer in Thailand, is subject to personal income tax, regardless of whether this income is paid within or outside Thailand.

Tax Residence

Under local tax law, an individual who stays in Thailand for a total of at least 180 days in a tax (calendar) year is regarded as Thai tax resident. Ownership of property, nationality, or legality to stay in Thailand are not factors to be considered for tax resident status.
19. What income tax, social security and other tax or contributions must be paid by the employee and the employer during the employment relationship?

Tax Resident Employees

Tax resident employees are subject to PIT at progressive rates of 5% to 35%. The tax year runs from 1 January to 31 December every year.
Employers and employees must each contribute to the Social Security Fund an amount equal to 5% of the employee's gross wages, up to a maximum of THB750 per month. The rate of social security contribution can be temporarily reduced under circumstances (such as COVID-19).

Non-Tax Resident Employees

In the context of employment in Thailand, non-tax resident employees working for Thai employers are also subject to PIT at progressive rates ranging from 5% to 35%.


Employers must withhold income tax at the applicable progressive rates and remit the amount to the Thai tax authority no later than the seventh day of the month following the month of payment.
Employers must contribute between 0.2% and 1% (depending on the classification of the employer) of an employee's annual earnings (up to a maximum of THB240,000) to the Workmen's Compensation Fund each year, depending on the classification of the employer.

Business Vehicles

20. When is a business vehicle subject to tax in your jurisdiction?

Tax Resident Business

Companies incorporated in Thailand are considered to be tax residents of Thailand.

Non-Tax Resident Business

Non-tax resident business entities not carrying out business in Thailand must pay income tax on the gross amount of their Thai-sourced income (such as service fees, royalties, interest, and rental income) at a flat rate of 15% (or 10% for dividends), unless otherwise exempt or reduced under tax treaties. Income tax is paid through tax withheld at the source, by the payer of income, at the time of the payment.
Non-tax resident business entities that carry out business in Thailand (for example through a branch or office) are subject to corporate income tax in Thailand. The corporate income tax can be exempted if the non-tax resident business entity does not have a permanent establishment under an applicable tax treaty.
21. What are the main taxes that potentially apply to a business vehicle subject to tax in your jurisdiction?

Corporate Income Tax

Tax resident business vehicles are subject to corporate income tax in Thailand on worldwide income.
The standard rate of corporate income tax is 20% and is payable on its net taxable profit earned during any given accounting period. Reduced rates at the progressive rates of 15% to 20%, with an exemption for the first THB300,000 of net profit, are granted to qualified small and medium-sized enterprises.
Corporate income tax must be filed twice an accounting period (half-year tax return and annual tax return).
Half-year tax return must be filed within two months from the end of the first six-month of an accounting period.
Annual tax returns must be filed within 150 days after the end of accounting period. Tax returns can be filed in hardcopy at an area revenue office or in softcopy through the website of the Thai Revenue Department.

Value Added tax (VAT)

Currently, VAT is payable at a rate of 7% (or 0% for export of goods and services) on the following categories of business transactions:
  • Sale of goods.
  • Provision of services.
  • Export sales.
  • Import of goods for any purpose.
Some business activities are exempt from VAT, such as the sale of agricultural products.

Specific Business Tax (SBT)

Certain business activities are subject to SBT, instead of VAT, at a payable rate varying between 0.1% and 3% of gross monthly receipts. Such businesses include:
  • Banking or similar activities.
  • Lending money on the security of a property mortgage in the ordinary course of business.
  • Securities.
  • Life insurance.
  • Pawn shop services.
  • Commercial sales of immovable property or sales of immovable property for profit.

Municipal Tax

Municipal tax applies to business subject to SBT and is charged at a rate of 10% of the SBT payable. Municipal tax is already included in the 7% VAT rate.

Stamp Duty

There are 28 instruments/documents subject to stamp duty (Stamp Duty Schedule, Revenue Code). The rate of the stamp duty payable and persons liable to stamp duty depend on the instrument/document executed. If the instrument/document is executed in Thailand, stamp duty must be paid within 15 days from the date of execution. Stamp duty on an instrument/document executed outside Thailand must be paid within 30 days from the date of bringing the item into Thailand.

Dividends, Interest and IP Royalties

22. How are the following taxed:
  • Dividends paid to foreign corporate shareholders?
  • Dividends received from foreign companies?
  • Interest paid to foreign corporate shareholders?
  • Intellectual property (IP) royalties paid to foreign corporate shareholders?

Dividends Paid

Dividends are subject to a withholding tax of 10%.

Dividends Received

Dividends are taxed as the ordinary income of the Thai company. Tax exemptions are granted under certain conditions.

Interest Paid

Interest is subject to a withholding tax of 15%, which can be exempted or reduced to 3% or 10% under certain tax treaties.

IP Royalties Paid

Royalties paid to foreign corporate shareholders are subject to a withholding tax of 15%, which can be exempted or reduced to 5%, 8% or 10% under certain tax treaties.

Groups, Affiliates and Related Parties

23. Are there any thin capitalisation rules (restrictions on loans from foreign affiliates)?
Thailand does not have any thin capitalisation rules.
24. Must the profits of a foreign subsidiary be imputed to a parent company that is tax resident in your jurisdiction (controlled foreign company rules)?
There are no controlled foreign corporation rules in Thailand. A Thai parent company is only subject to tax on actual dividends paid to it by a foreign subsidiary.
25. Are there any transfer pricing rules?
Thailand has transfer pricing rules, which are generally follow the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations.
In addition to the transfer pricing rules, the Thai Revenue Department also has the power to make assessments on unrelated party transactions regarding the:
  • Transfer of assets without compensation.
  • Rendering of services without a service charge.
  • Lending of money without interest.
Additionally, it can make assessments, without justification, of other activities with compensation, service charges, or interest in an amount considered to be lower than the market value.

Customs Duties

26. How are imports and exports taxed?
Customs duty is imposed mainly on imported good and on various selected exported goods. Customs duty is levied in accordance with the Harmonised Commodity Description and Coding System.
As a signatory to the General Agreement on Tariffs and Trade and a member of the WTO, Thailand complies with all relevant standards and codes when determining customs duty.
Imports and exports are also subject to VAT (see Question 21).

Double Tax Treaties

27. Is there a wide network of double tax treaties?
Thailand has signed 61 double tax treaties with 61 jurisdictions, covering Australia, China, Great Britain and Northern Ireland, Hong Kong, Singapore and the US.


28. Are restrictive agreements and practices regulated by competition law? Is unilateral (or single-firm) conduct regulated by competition law?
In 2017, Thailand enacted the Trade Competition Act BE 2560 2017 (2017 TCA), the cornerstone of the competition law regime in Thailand, and repealed the previous Trade Competition Act BE 2542 1999 (1999 TCA). Along with the enactment of the 2017 TCA came the establishment of the Trade Competition Commission (TCC), which has promulgated a number of notices and regulations addressing competition law matters, and the Office of Trade Competition Commission (OTCC), to handle administrative work.
In principle, the 2017 TCA applies to all business operators in the industrial, commercial, financial, insurance, and service sectors all fall within the scope of the law. The law is silent on the extraterritorial reach of its provisions, but the 2017 TCA can be interpreted as applicable to foreign entities if they commit any offence under the law and the offence has any anti-competitive effect in Thailand.
The key concepts are fundamentally the same as those set out in the 1999 TCA. The rules related to restrictive agreements and practices are primarily governed by the text of the new TCA as follows:
  • Section 50 prohibits business operators from abusing dominant positions by:
    • unfairly fixing or maintaining the level of the purchasing or selling price of a good or service;
    • imposing an unfair condition for another business operator which is its trading partner in order to limit services, production, purchase, or sale of goods, or to limit an opportunity in purchasing or selling goods, receiving or providing services, or seeking credits from other business operators;
    • suspending, reducing, or limiting service provision, production, sale, delivery, importation into the Kingdom without any appropriate reason, or destroying or damaging goods for the purpose of reducing the quantity to be lower than demand of the market; and
    • intervening in the business operation of others without any appropriate reason.
  • Sections 51 to 53 set out the key merger control regimes.
  • Section 54 addresses the hard-core cartels and provides an exemption for single economic units.
  • Sections 55 to 56 address the non hard-core cartels and provide certain exemptions.
  • Section 57 prohibits business operators from committing unfair trade practices including:
    • unfairly obstructing the business operation of other business operators;
    • unfairly utilising superior market power or superior bargaining power;
    • unfairly setting trading conditions that restrict or prevent the business operation of others.
  • Section 58 prohibits business operators from carrying out a legal act or entering into a contract with a business operator in a foreign country without appropriate justification, where that action will result in a monopolistic conduct or unfair restrictions to trade, as well as cause serious harm to the economy and consumers' benefits as a whole.
Penalties. The penalties for certain violations of the TCA are as follows:
  • Abuse of market dominance (section 50)/anti-competitive agreements in the same market (hardcore cartel) (section 54): criminal penalties of two years' imprisonment and/or a fine of 10% of the total revenue; (if the offence is committed in the first year of operation, the maximum fine is THB1 million).
  • Anti-competitive agreements in any market (non-hardcore cartel) (section 55)/unfair trade practices (section 57): administrative fine of 10% of the total revenue (if the offence is committed in the first year of operation, the maximum fine is THB1 million).
  • Pre-merger approval (section 51): administrative fine of 0.5% of the total value of the merger transaction.
  • Post-merger notification (section 51): administrative fine of THB200,000 and THB10,000 per day during the violation period.
29. Are mergers and acquisitions subject to merger control?

Transactions Subject to Merger Control

Under the 2017 TCA, mergers, acquisitions, amalgamations, entire and partial business transfers, joint ventures, acquisition of assets, and direct or indirect share acquisitions can fall within the definition of a "business merger." In general, the 2017 TCA establishes a dual merger control system, which involves:
  • Pre-merger approval. Any merger that could result in a monopoly or result in a dominant position in a market requires prior approval from the TCC.
  • Post-merger notification. Any merger resulting in substantial lessening of competition must be reported to the TCC within seven days from the date of the merger.
  • Subordinate legislation clarifies the criteria on market share and sale turnover of merging parties which can trigger the merger filing duties, either pre-merger approval or post-merger notification.
Exemptions are granted for internal restructuring and mergers between businesses which have a relationship in terms of policy and command, under the economic concept of the single economic entity.

Foreign-to-Foreign Acquisitions

The TCC and OTCC have suggested that the merger control regulations under the TCA could apply to foreign-to-foreign mergers if either party conducts any business activities in Thailand, or has a turnover and market share from the sale of goods or services in Thailand. Such business activities could be carried out by the business operator itself or through other Thailand-based entities such as local subsidiaries in the same corporate group (single economic unit), affiliates, branches or representative offices, agents, dealers or distributors.

Specific Industries

Generally, the merger control regime under the 2017 TCA applies to all business operators in the industrial, commercial, and service sectors, or other businesses prescribed by the TCC. Despite this, certain sectors have their own merger control regulations, and thus do not fall within the scope of the TCA's merger control regime, including:
  • Telecommunications.
  • Energy.
  • Financial institutions.
  • Insurance.
The public limited companies listed in the SET fall within the ambit of the merger control rules under the TCA, unless sector-specific regulations include merger control provision. In addition to being subject to the TCA, the listed companies are subject to the tender offer and take-over rules stipulated in the Securities Exchange Act (SEA) and its subordinate legislation adopted by the SEC.

Anti-Bribery and Corruption

30. Are there any anti-bribery or corruption regulations affecting business in your jurisdiction?
Thai Penal Code
Sanctions for committing bribery in Thailand are as follows.
Any person accepting a bribe is subject to a prison term of up to five years and/or a fine of up to THB10,000.
Any person who bribes or offers a bribe is subject to a prison term of up to five years and/or a fine of up to THB10,000.
(sections 143 and 144, Thai Penal Code.)
Sanctions for committing a corrupt act in Thailand are.
Any person who holds themselves out as an official or exercises the functions of an official without the authority to do so is subject to a prison term of up to one year and/or a fine of up to THB1,000. Additionally, anyone who continues to exercise such functions after being ordered to discontinue is subject to the same punishment.
Anyone who illegally wears an official uniform, symbol or insignia or uses an official title, rank, decoration is subject to a prison term of up to one year and/or a fine of up to THB2,000.
(sections 145 and 146, Thai Penal Code.)

Executive Measures in Anti-Corruption Act B.E. 2551 (2008)

These can be found at the Office of Public Sector Anti-Corruption Commission (PACC).
The Executive Measures in Anti-Corruptive Act B.E. 2551 (Anti-Corruption Act) established the Public Sector Anti-Corruption Commission (PACC), which is responsible for:
  • Proposing anti-corruption policies, measures and development plans to the Council of Ministers.
  • Providing anti-corruption recommendations and advices for improving laws, regulations, or measures to the Council of Ministers.
  • Providing recommendations to the National Anti-Corruption Commission (NACC) in relation to public officials who are required to submit accounts to the NACC under the Organic Act on Anti-Corruption (see below).
  • Inquiring into facts and identifying prima facie cases with regard to public sector corruption.
  • Investigating facts and summarising cases/opinions to submit to the public prosecutor to bring a criminal charge against a state official.
  • Preparing an annual report on performance for the Council of Ministers.
  • Appointing a subcommittee to take action directed by the PACC.
  • Undertaking other acts under the Act or any other act directed by the Council of Ministers or the NACC.
(section 17, Anti-Corruption Act.)
Section 40 addresses the procedure to be applied when the PACC finds that any public official has committed a corrupt act in the public sector and finds a prima facie disciplinary case.
Section 45 provides necessary steps to be taken when the offence committed is also a criminal offence.

Organic Act on Counter Corruption B.E. 2561 (2018)

This can be accessed on the NACC website.
Section 3 repeals various legislation, including many of the past amendments to the Organic Act on Counter Corruption (Counter Corruption Act).
Section 28 empowers the NACC to:
  • Conduct an inquiry and prepare an opinion when a person is alleged to have committed an offence.
  • Conduct an inquiry to determine if the offence has been committed
  • Require the following people to submit an account showing the assets and liabilities of themselves, their spouses and minor children and to inspect and disclose the results of such accounts:
    • those holding political positions;
    • positions in independent governmental agencies,
    • judges of the Constitutional Court;
    • state officials.
    The NACC can delegate this obligation to another competent agency.
  • Conduct an inquiry to take legal action regarding other offences provided under the Counter Corruption Act, or those prescribed by law to be duties of the NACC.
  • Undertake other duties and powers provided by the Constitution, the Counter Corruption Act or other laws.
The NACC can also propose measures, opinions, and recommendations to the Cabinet, Parliament, Courts of Justice, independent agencies, or the public prosecutor regarding:
  • Plans to combat corruption.
  • Measures and mechanisms to prevent corruption.
  • Amendments to laws, statutes, regulations, ordinances or any measures that could allow corruption or misconduct to occur
(section 32, Counter Corruption Act.)
The NACC has additional powers to:
  • Issue an order instructing a government official, officer or employee of a government agency, state agency, state enterprise or local agency to give a statement or deliver relevant documents or evidence for the purpose of the inquiry.
  • Summon any person to give a statement or submit accounts, documents, or evidence for the inquiry.
  • File a motion for a warrant permitting entry into a dwelling place, place of business, or any other place to inspect, search, seize, or attach documents, property, or other evidence related to the matter under inquiry.
  • Issue an order for a government agency, state agency, state enterprise, local agency, or private entity to clarify a fact, facilitate or assist in the NACC's duties.
  • Hire a consultant or expert to gather information relating to the assets or liabilities and the proceedings of asset recovery in a foreign jurisdiction in accordance with prescribed regulations .
(section 34, Counter Corruption Act.)
Section 35 requires the NACC to investigate any allegation or suspect behaviour promptly. The NACC must reach a resolution with at least a two-thirds vote to issue a letter notifying the state agency and the Cabinet with recommendations for solutions.
Section 173 and 174 set out offences for an official that violates the Counter Corruption Act.
Section 175 and 176 set out offences for an individual that violates the Counter Corruption Act.
Section 176 also sets out offences for a legal entity that fails to prevent bribery committed by an associated person with the intention to obtain a benefit for the entity.

Notification of the NCC Commission Concerning the provisions of the acceptance of property or any other benefit on ethical basis by State officials B.E. 2543 (2000) (2000 Notification)

This can be found on the NACC website.
A state official can receive property or any other benefit on an ethical basis as follows:
  • From a relative as a gift where the amount of the gift is proper to the station in life.
  • From any person other than a relative where the price or value of the thing received from each person and on each occasion does not exceed THB3,000.
  • On an occasion where the giving of gifts or benefits is usual.
(section 5, 2000 Notification.)

Act on Offences relating to the Submission of Bids to State Agencies (Submission of Bids Act)

Under section 8 the following are prohibited:
  • Corruptly and knowingly submitting an unusually low bid to a government agency which does not correspond to the nature of the goods or service.
  • Corruptly offering benefits greater than the true and rightful benefits to a government agency, to prevent fair competition.
Any person that commits this offence is subject to a:
  • Prison term of between one and three years.
  • Fine of the greater of:
    • 50% of the amount of the highest bid submitted by the co-offenders;
    • the value of the contract concluded with the government agency.

United Nations Convention Against Corruption (UNCAC)

Thailand, like most UN member countries, is a party to the UNCAC. Article 12 of the convention requires each state party to take the following measures to prevent corruption in the private sector:
  • Promoting:
    • cooperation between law enforcement agencies and relevant private entities;
    • the development of standards and procedures designed to safeguard relevant private entities;
    • transparency among private entities;
  • Preventing:
    • the misuse of procedures regulating private entities;
    • conflicts of interest by imposing appropriate and reasonable restrictions;
  • Ensuring sufficient auditing controls to prevent and detect acts of corruption.
Article 21 provides legislative and other measures that state parties should consider adoptingto make such activities a criminal offence:
  • Promising, offering or giving, directly or indirectly, an undue advantage to any person who works for a private entity, or for another person, to act or refrain from acting in breach their duties.
  • Soliciting or accepting, directly or indirectly, an undue advantage for any person working in the private sector, or for another person, to act or refrain from acting in breach of their duties.
Article 39 provides measures needed to encourage the cooperation between national authorities and the private sector.
Article 43 targets international co-operation in the operation of the convention.
Thai companies may also fall under the jurisdiction of the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and the OECD Convention Against the Bribery of Foreign Government Officials.

Intellectual Property

31. What are the main IP rights that are recognised in your jurisdiction?


Definition and legal requirements. To qualify for an invention patent, an invention must be all of the following:
  • New.
  • Involve an inventive step.
  • Have an industrial application.
An invention that lacks an inventive step (a utility model) can be protected by a petty patent. A patent owner enjoys exclusive rights to produce, import, use or sell the protected product or process.
Registration. To obtain protection, an application for a patent must be submitted to the Department of Intellectual Property (DIP). The DIP's website provides guidance on the application procedure.
Enforcement and remedies. A patent owner can bring:
  • A criminal action to prevent infringement, which includes fines from THB20,000 to THB400,000 and/or imprisonment of six months to two years.
  • A civil action to seek interim or permanent injunctive relief and to recover damages caused from infringement under the Thai Patent Act 1979, as amended.
Length of protection. An invention patent is protected for a non-renewable period of 20 years. A petty patent is protected for six years, which is renewable for a further two years on two occasions (up to a maximum of ten years in total).

Trade Marks

Definition and legal requirements. The Trademark Act 1991 (as amended by the Trademark Act (No. 2) BE 2543 and Trademark Act (No. 3) BE 2559) (Trademark Act) provides a framework for the registration and protection of trade marks, service marks, certification marks and collective marks. A "mark" means a photograph, drawing, device, brand, name, word, text, letter, numeral, signature, combination of colours, figure or shape of an object, sound, or any combination thereof.
To be capable of registration, a mark must be all of the following:
  • Distinctive.
  • Not excluded by the Trademark Act.
  • Not identical or similar to trade marks already registered by another person.
Protection. Applications for trade mark registration must be submitted to the DIP or filed as an Application for International Registration through the World Intellectual Property Organization (WIPO) with a designation of Thailand. The DIP's website provides guidance on the application procedure.
The owner of a registered mark has the exclusive right to use the registered mark for the goods and/or services in respect of which registration has been granted. While the owner of the unregistered mark cannot prevent or demand compensation for infringement of an unregistered trade mark, they can file a lawsuit against any person who passes off goods as those of the owner of said trade mark.
Enforcement and remedies. A registered trade mark owner can bring a:
  • Criminal action under the Trademark Act. Forging a registered trade mark, importing, selling, offering for sale or possessing for sale products bearing a forged trade mark, and providing services or offering to provide services using the forged trade mark, are deemed an infringement of a trade mark. The maximum penalties for violations of these provisions are four years' imprisonment, a fine of THB400,000, or both.
    Imitating a registered trade mark, importing, selling, offering for sale, or possessing products bearing an imitation of a trade mark in order to mislead the public into believing that the products belong to the registered owner, in addition to providing services or offering to provide services using the imitated trade mark, are considered trade mark infringement under the Trademark Act. The maximum penalties for trade mark imitation are two years' imprisonment, a fine of THB200,000, or both.
    Reusing packaging or containers bearing another party's registered trademark in order to mislead the public into believing that the products belong the trademark owner is also deemed an infringement of a trademark. The maximum penalties are four years' imprisonment, a fine of THB400,000, or both.
  • Civil action under the Civil and Commercial Code. The owner of a registered trade mark is also entitled to initiate a civil suit under the Trademark Act to seek permanent injunctive relief and to recover damages for infringement.
    Under the Trademark Act, owners of unregistered marks are not entitled to file a lawsuit to prevent or demand compensation for infringement of an unregistered trade mark, except in passing-off cases.
  • Length of protection and renewability. A trade mark registration is valid for ten years from the date of registration and can be renewed by filing an application for renewal and paying a renewal fee within a three-month period before the expiration date.
    If the trade mark owner fails to file an application for renewal within the specific time, the owner can submit a renewal application to the Registrar, together with an additional fee of 20% of the renewal fee, within a period of six months from the expiration date.

Registered Designs

Definition. Registered designs are protected by the Thai Patent Act 1979, as amended. To qualify, a product design must be all of the following:
  • Composed of lines or colours which give a special appearance to a product.
  • New.
  • For industrial use.
Registration. Applications for a design patent must be submitted to the DIP. The DIP's website provides guidance on the application procedure.
Enforcement and remedies. The owner of a registered design patent is entitled to enforce its exclusive rights. The enforcement procedure is the same as for patents (see above, Patents).
Length of protection and renewability. Protection is for a non-renewable ten-year period.

Unregistered Designs

There is no specific protection for unregistered designs. However, a design can be protected under section 4(7) of the Copyright Act 1994, as a work of applied art (see below, Copyright).


Definition and legal requirements. Copyright can subsist in the following original works (Copyright Act 1994):
  • Literary (including computer programs).
  • Artistic.
  • Dramatic.
  • Musical.
  • Audio-visual.
  • Cinematographic.
  • Sound and video broadcasts.
  • Compilations.
  • Any other original works of a literary, scientific or artistic nature.
A copyright owner has the exclusive right to:
  • Reproduce or adapt the work.
  • Disseminate the work to the public.
  • Rent out the work.
  • Grant licences for the work.
  • Sell the copyright.
Protection. Copyright protection arises automatically on creation or publication of the work. Alternatively, the copyright owner can record his ownership with the DIP, in order to create proof of ownership. The DIP's website provides guidance on the application procedure.
Enforcement and remedies. Copyright owners are entitled to enforce their exclusive rights. The enforcement options are the same as for patents. The penalties for a criminal action include fines from THB20,000 to THB800,000 and/or imprisonment of six months to four years. Repeat offenders (within five years) can be liable to double punishment.
Length of protection and renewability. Protection for most works lasts for the lifetime of the creator plus 50 years, except works of applied art which are protected for 25 years from the date of the work was created or, if published, 25 years from first publication. In addition, copyright in a photographic work, audiovisual work, cinematographic work, sound recording or audio and video broadcasting work lasts for 50 years from the date of the work was created or, if published, 50 years from first publication. This protection timeframe cannot be renewed.
Amendments to the Copyright Act. The amendments to the Copyright Act (Copyright Act (No. 2) (2015)) promulgated on 31 January 2015 were designed to update the Copyright Act for the digital age. The amendments introduced sections concerning:
  • Infringement exceptions based on the first sale doctrine and temporary reproductions made by the normal functioning of computer systems.
  • Procedures for the removal of infringing content from the internet.
  • The protection of the moral rights of performers.
  • Protections for both rights management data and technological measures used to prevent infringement.
These latest amendments can be summarised as follows:
  • First sale doctrine. Under section 32/1 of the amended Copyright Act, a party who has lawfully acquired ownership of a copyright protected work can distribute the original or a copy of the work without infringing the work's copyright.
  • Temporary reproduction by computer systems. The temporary duplication of a copyrighted work due to the normal functioning of a computer system will not be considered an infringement of the work's copyright according to section 32/2 of the amended Copyright Act.
  • Preliminary injunction against the copyright Infringement on the internet. Under section 32/3 of the amended Copyright Act, copyright owners can file a motion with the court to order internet service providers (ISPs) to remove copyright-infringing content from their systems. A petition to the court must include:
    • the name and address of the ISP;
    • the copyrighted works claimed to be infringed;
    • the infringing works;
    • details of the investigation process to date, including the date and time the infringement was discovered, and any evidence of the infringement;
    • potential damages resulting from the infringement; and
    • a request for a court order for the ISP to remove the infringing work from its system, or to end the infringing activity by any other available method.
  • Liability of ISPs. ISPs are defined as entities that provide internet access to other parties or allow parties to make contact with each other via a computer system, or entities that offer storage services of computer data. ISPs are not liable for claims of copyright infringement, provided they comply with any court orders to remove infringing material from their systems within the timeframe designated by the court according to section 32/3 paragraphs 4 and 5.
  • Protection of the moral rights of performers. Under section 51/1, a performer has the right to protect his/her reputation by preventing others from distorting, shortening, adapting, or otherwise changing his/her performance in a way that would damage the reputation or dignity of the performer. This right transfers on death to a performer's heirs (for the statutory period of protection).
  • Rights management information. Under section 53/1, the interference or deletion of the copyright management data of a work is an infringement of copyright law. Exceptions are, however, carved out for competent law enforcement officers and public organisations.
  • Technological measures. Under section 53/4, evasion of the technological measures designed to prevent copyright infringement (or providing services to evade such measures) is an infringement of copyright law if a person is aware that such act could constitute infringement of a copyright or performers' rights. Exceptions are, however, carved out for a number of circumstances, such as when performed by competent law enforcement officers, by public organisations, for the purpose of research, or for the normal functioning of two connected computer systems.
  • Punitive damages. If there is clear evidence that copyright infringement or infringement of a performer's right is committed intentionally so that the copyright work or a performer's right can be widely accessed by the public, the court can award higher levels of damages (but must not exceed double the amount) according to section 64.
  • Seizure and destruction of counterfeit goods. Prior to the enforcement of the Copyright Act (No. 2) BE 2558 (2015), where a copyrighted work had been counterfeited, the owner of a copyright or performer's right had to take possession of infringing materials. Therefore, section 75 has been amended to allow the court to order that infringing materials be destroyed at the expense of the infringer.
In addition to the Copyright Act (No. 2) BE 2558 (2015), there was the Copyright Act (No. 3) BE 2558 (2015), amending the Copyright Act BE 2537 (1994). The amended Act introduces the prohibition of, and penalties for, recording movies in cinemas, and exceptions to copyright infringement for the benefit of disabled persons, as follows:
  • Prohibition of, and penalties for, recording movies in cinemas. Unauthorised recordings of movies in cinemas are explicitly prohibited (section 28/1). Such conduct will be deemed as infringing copyright. Although making a recording can be for personal use, violators cannot rely on this exception to excuse the breach. Violators of this provision may be subject to the penalties listed in section 69/1, which includes sanctions such as imprisonment from six months up to four years, fines ranging from THB100,000 to THB800,000, or both.
  • Exceptions to copyright infringement for the benefit of disabled persons. Reproduction or adaptation of copyrighted works for the benefit of disabled persons who are unable to access the copyrighted work because of seeing, hearing, intelligence, learning or other disability, is permitted, according to the Ministerial regulations, provided it is for non-profit purposes.
    In addition to the provision under the Copyright Act (No. 3) BE 2558 (2015), the Copyright Act (No. 4) BE 2561 (2018), which came into effect on 11 March 2019, was enacted to bring the Thai Copyright Law in line with the Marrakesh Treaty to Facilitate Access to Published Works for Persons Who Are Blind, Visually Impaired, or Otherwise Print Disabled. This provides an exemption from copyright infringement under section 32/4 of the amended Copyright Act, which applies to authorised entities that are founded and which operate for the benefit of disabled persons, provided such actions are not for the pursuit of profit.
    As of May 2021, the Copyright Act was pending further amendment on the following issues:
  • Terms of protection for photographic works;
  • ISP safe harbors and notice-and-takedown system;
  • Infringement of technological protection measures.
The draft is pending consideration by the government and is expected to be enacted soon.

Marketing Agreements

32. Are marketing agreements regulated?
Marketing, distribution and franchise agreements innominate contracts and are subject to the general laws governing contracts and obligations, although there are no specific laws or regulations relating to such agreements.
The general principles of law can be used to regulate these types of agreements. There are no specific requirements on the notarisation and/or registration of marketing agreements.
Agency agreements are governed by specific provisions in the Civil and Commercial Code. Whether an agency relationship exists depends on the relationship between the parties. Contractual parties can include a "no agency" or "no partnership" provision in their agreements, but the court ultimately determines whether such a relationship exists or not.
Businesses (particularly those without a Thai registered company) must be aware that commercial agreements with Thai distributors/franchisees/marketers can be subject to the provisions of the Unfair Contract Terms Act BE 2540 1997. This is particularly significant when the agreement signed by the Thai partner is a contract of adhesion.
In addition, foreign businesses must be mindful of whether or not their contractual arrangements with Thai business partners constitute a permanent establishment from a tax law perspective, which could potentially and inadvertently expose their commercial operations to the Thai taxation regime.


33. Are there any laws regulating e-commerce?
Generally, e-commerce transactions are regulated by the provisions of the Civil and Commercial Code pertaining to contract law, specifically to contracts which are made at a distance.
The general rule under is that a contract comes into existence when a notice of acceptance is received by the offeror.
The Electronic Transaction Act BE 2544 (2001) (as amended) specifically provides for the formation of contracts electronically, electronic signatures, electronic payments, e-commerce service providers and the implementation of security measures.
Various regulations have been promulgated under this act by both the Electronic Transactions Commission and the Bank of Thailand.
In addition, the Act on Computer-Related Offenses BE 2550 (2007) (as amended) sets out various criminal offences relating to computers. Tt establishes extensive data retention requirements and obligations for service providers to co-operate with and assist law enforcement.
Those who wish to carry out e-commerce businesses in Thailand may be required to apply for commercial registration with the Department of Business Development (DBD) and direct marketing registration with the Office of Consumer Protection Board (OCPB).
34. Are online platforms regulated in relation to their use for marketing/sales purposes?
Online platforms that allow users to offer or sell their products or services by electronic means, must register with the Department of Business Development (DBD).
Businesses that market goods or services for sale online fall under the definition of "direct marketing" in the Direct Sales and Direct Marketing Act B.E. 2545 (2002), and registration with the Office of Consumer Protection Board (OCPB) is therefore required.
The following online businesses have been excluded from the term "direct marketing" by ministerial regulation:
  • Sale of goods or services by an individual who has not been registered as a direct marketing business operator, whose income does not exceed THB1.8 million per year and is derived from selling goods or services by means of e-commerce.
  • Sale of goods or services by small and medium-sized enterprises (SMEs) registered in accordance with the law governing SMEs.
  • Sale of goods or services by community enterprises and community enterprise networks registered under the Act on Community Enterprise Promotion B.E. 2548 (2005).
  • Sale of goods or services by co-operatives and farmers' groups registered under the law governing co-operatives.
  • Consumer rights, under consumer protection legislation, also apply to trading via online platforms.


35. How is advertising regulated in your jurisdiction?
In Thailand, advertising is regulated directly or indirectly by several statutes. Some of this legislation applies generally, such as the Consumer Protection Act 1979 (as amended in 1998, No. 2; 2013, No. 3; and 2019, No. 4) (CPA), while others target specific categories of advertising, for example, the:
  • Food Act 1979 (advertising and labelling of foods).
  • Drugs Act 1967 (as amended in 1975, No. 2; 1979, No. 3; 1984, No. 4; 1987, No. 5; and 2019, No. 6) (advertising and labelling of drugs,).
  • Cosmetics Act 2015 (advertising and labelling of cosmetics).
  • Herbal Medicines Act 2019 (advertising and labelling of herbal medicines)
  • Hazardous Substances Act 1992 (as amended in 2001, No. 2; 2008, No. 3; and 2019, No. 4) (advertising requirements for hazardous substances).
The CPA sets out the basic principles of advertising laws that aim to ensure truth in advertising and full disclosure of labelling. The CPA applies to all types of advertising except for matters that are specifically controlled by other laws, in which case the CPA is applicable only to the extent that it is not in repetition or inconsistent with the relevant specific legislation.
While most advertisements are not subject to prior government approval, advertisements of certain products must be reviewed and approved by the responsible authority before their launch, particularly when advertising food, drugs, and medical devices.
The government supervises advertising in Thailand through the:
  • Office of the Consumer Protection Board, which monitors all forms of advertising and labels, and looks for violations of the Consumer Protection Act.
  • Food and Drug Administration, which oversees and approves food, medical device, drug and cosmetic advertisements.
  • Advertising Ethics Committee of the Advertising Association of Thailand which regulates TV advertisements (this has shifted the control of advertising from the government toward self-regulation by the industries).

Digital Advertising

There are no specific rules regarding digital advertising, online behavioural advertising or influencer marketing.
However, if a partial or entire online advertisement is considered distorted, forged, or false, in a manner that is likely to cause damage to another person or the public, the advertiser could be liable for a criminal offence under the Computer-Related Crime Act B.E. 2550 (2007) as amended by the Computer-Related Crime Act (No. 2) B.E. 2560 (2017).

Direct Marketing

Direct marketing is regulated by the Direct Sales and Direct Marketing Act B.E. 2560 (2017) and the Ministerial Regulation on Collateral Requirements for Direct Sales and Direct Marketing Business B.E. 2561 (2018), which together impose rules and regulations to protect consumers from business operators engaging in direct sales and direct marketing. However, there are no specific regulations on advertising under these and advertising is generally subject to the CPA.
36. How are sales promotions regulated in your jurisdiction?
Like advertising, sales promotions are regulated directly or indirectly by several statutes, such as the:
  • Consumer Protection Act 1979 (as amended in 1998, No. 2; 2013, No. 3; and 2019, No. 4).
  • Trade Competition Act 2017.
  • Other specific laws such as the:
    • Food Act 1979;
    • Drugs Act 1967 (as amended in 1975, No. 2; 1979, No. 3; 1984, No. 4; 1987, No. 5; and 2019, No. 6);
    • Cosmetics Act 2015;
    • Alcoholic Beverages Act 2008.
Sales promotions are generally allowed for most products, except for some regulated products such as alcoholic beverages, for which the law prohibits giving out free samples or conducting other similar sales promotions to induce individuals to consume alcoholic beverages.

Data Protection

37. Are there specific data protection laws? If not, are there laws providing equivalent protection?

Data Protection Laws

The Personal Data Protection Act B.E. 2562 (2019) (PDPA) was published in the Government Gazette on 27 May 2019. While the provisions on the establishment of the Personal Data Protection Commission (PDPC) and the Office of Personal Data Protection Commission (Office of PDPC) have been in force since 28 May 2019, the remaining provisions of the PDPA, including provisions relating to the collection, use, and disclosure of personal data, are due to come into force on 1 June 2022.
The law applies to data controllers and data processors regardless of their location if their processing activities fall within the extraterritorial scope.
Personal data in the context of the PDPA is an extremely broad term covering any data from which a living individual can be identified, whether directly or indirectly. The most significant restrictions on the collection, use and disclosure of such data under the PDPA are:
  • The requirement for data controllers to only process data subjects' personal data if there is a lawful basis for doing so.
  • More stringent requirements for sensitive personal data.
  • The requirement to arrange sufficient security measures for storing and handling personal data and sensitive personal data.
  • Restrictions on the transfer of personal data to other countries.
  • Data breach notification requirements.
  • The requirement for data controllers outside Thailand to appoint a representative within the jurisdiction, who will have certain rights and obligations.
Collection, use or disclosure of personal data is generally prohibited unless consent from the data subject has been obtained or unless it falls within an exemption prescribed under the PDPA. If consent is required, the request must:
  • Be made before or at the time of collection.
  • Be made in writing or via electronic means, unless impossible by its nature.
  • Be clearly separated from other terms.
  • Be in an easily accessible format or use terms which are understandable.
  • Be written in plain language.
  • Not be misleading or deceptive.
Personal data can only be used for the purposes for which the consent has been granted. Therefore, if the purpose of use changes, fresh consent must be obtained.
Before or at the time of collecting personal data, the data controller must inform data subjects of the purposes for processing the data, the period for which their personal data will be retained, and so on. In addition, the PDPA grants data subjects various rights over data held by others that relates to them which are the rights to:
  • Access.
  • Erasure.
  • Object.
  • Data portability.
  • Withdraw consent.
  • Suspension.
  • Rectification.
  • Lodge a complaint.
Data controllers must ensure that they honour and guarantee these rights as part of their operations.
The penalties for non-compliance are severe and can include:
  • Civil liabilities: the court can award actual damages and punitive damages of up to twice the amount of the damage caused.
  • Criminal penalties: a fine of up to THB1 million and/or imprisonment of up to one year.
  • Administrative fines: up to THB5 million.

Consumer Privacy Laws

Thailand does not have general consumer privacy laws in place.

Product Liability

38. How is product liability and product safety regulated?
The laws which address product liability and product safety issues are the:
  • Substantive Unsafe Goods Liability Act 2008 (Product Liability Act) (PL Act), which came into force in February 2009.
  • Consumer Case Procedure Act 2008, a procedural law to regulate court proceedings in relation to disputes between consumers and business operators. This took effect in August 2008.
In addition, on 8 December 2015, amendments to the Thai Civil Procedure Code took effect, implementing, for the first time, class action procedures for civil claims, including those relating to product liability and safety.

Unsafe Goods Liability Act 2008 (Product Liability Act)

The PL Act is designed to protect consumers who incur damage from a defective or dangerous product by imposing strict liability on business operators involved in the manufacture and/or sale of the product. The operator can be found liable regardless of whether it was negligent in making or selling the defective or dangerous product. The PL Act addresses three specific types of product defects:
  • Manufacturing defects.
  • Design defects.
  • Insufficient warnings (or failure to warn).
Under the PL Act, product liability cannot be waived or limited by way of contract or by any waiver or limitation of liability statement given by an operator. The PL Act does not have retroactive application and, therefore, products sold to consumers before enactment are not subject to this specific product liability legislation.

Consumer Case Procedure Act

The Consumer Case Procedure Act 2008 (CCP Act) is intended to make it easier for consumers to pursue product liability and general consumer claims against business operators. The CCP Act simplifies and expedites the legal process for an injured party to seek redress. For example, consumers can file complaints orally, and court fees are waived for consumers who wish to file an action. In addition, the court is given considerable discretion under the CCP Act to conduct the proceedings and to ensure that consumers receive fair treatment.

Class Actions

With the introduction of class action law when the Civil and Procedural Code was amended in 2015, a framework now exists in Thailand for a representative claimant to file claims on behalf of a large group of similarly situated persons, with judgments binding on the entire class. This is a landmark change in procedure and has the prospect of significantly improving consumer rights, but also increasing business operator liabilities.
The President of the Supreme Court has recently issued supporting regulations on certain aspects of the class action process. However, as few cases have been filed to date, many questions remain unanswered as to the true impact of class actions.
Based on the experiences of other countries that have enacted similar class action legislation, it is expected that a developing entrepreneurial class of claimant attorneys is likely to promote class action filings in Thailand, particularly in disputes over product liability and safety.


There remain a relatively small number of high court rulings to provide any useful guidance on the interpretation of the PL Act and CCP Act. This is due to the historical reluctance to pursue matters through the Supreme Court, particularly since the review process can take a substantial amount of time and recoveries are considered to be conservative by western standards. However, Thailand has already seen a steady increase in consumer and product liability claims and filings are expected to continue to increase. With the emergence of class action as a viable mechanism for mass tort claims, there should be robust long-term development of product liability and safety claims in Thailand.

Product Safety

The CPA is the main law in Thailand governing unfair practices related to product safety and regulates various matters including the:
  • Type of product.
  • Product's design.
  • Product's label.
  • Safety standards.
The CPA also established the Consumer Protection Committee, along with other sub-committees to oversee and regulate specific matters under the Act.
Other laws govern safety issues around specific types of products, including the:
  • Drug Act, B.E. 2510 (1967), which governs the safety of drugs.
  • Industrial Product Standard Act, B.E. 2511 (1968), which prescribes safety standards for certain industrial products.
  • Food Act, B.E. 2522 (1979), which governs the safety of foods.
  • Hazardous Substance Act, B.E. 2535 (1992), which provides requirements for controlling the use of substances which are deemed to be hazardous.
  • Medical Device Act, B.E. 2551 (2008), which governs the safety of medical devices.
  • Cosmetic Act, B.E. 2558 (2015), which governs the safety of cosmetics.

Regulatory Authorities

39. What are some of the key regulatory authorities relevant to doing business in your jurisdiction?
The key regulatory authorities relevant to doing business in Thailand are set out below.


Trade Competition Commission (TCC). The TCC was established under the 2017 TCA as an independent state agency that was attached to neither the government nor the state enterprise. The TCC is a juristic person which is autonomous in matters of personnel, budget and administration. Currently, the TCC comprises seven members working full-time in four-year terms.
Office of Trade Competition Commission (OTCC). The OTCC was established under the 2017 TCA to handle administrative work and monitor practices that might lead to violation of the 2017 TCA.


Ministry of Natural Resources and Environment (MNRE). The MNRE's responsibilities include the preservation, conservation and rehabilitation of natural resources and environment, along with managing and overseeing the sustainable use of resources.
Office of Natural Resources and Environmental Policy and Planning (ONEP). The ONEP is an agency under the MNRE that formulates policies and plans for the conservation and management of Thailand's natural resources and environment. This includes monitoring environmental impact.

Financial services

Ministry of Finance (MOF). The MOF is empowered to oversee various matters concerning public finance, taxation, treasury, government property, operations of government monopolies and revenue-generating enterprises, and organisations to which the government has contractual obligations.
Revenue Department. The Revenue Department is in charge of:
  • Collecting income and domestic consumption taxes (for example, personal income tax, corporate income tax, petroleum income tax, value added tax and stamp duties).
  • Reviewing and improving tax laws and regulations to encourage savings, investment, competition, equality in income distribution, and compliance.
  • Negotiation with other countries on the avoidance to double taxation treaties to promote trade and investment
Bank of Thailand (BOT). The BOT's responsibilities include the following:
  • Printing and issuing banknotes and other security documents.
  • Promoting monetary stability and formulating monetary policies.
  • Providing banking facilities to the government and acting as the registrar for government bonds.
  • Providing banking facilities for financial institutions.
  • Establishing or supporting payment systems.
  • Supervising and examining financial institutions.
  • Managing the country's foreign exchange rate and controlling foreign exchange.

Other Considerations

40. Is there anything else that is important relating to doing business in your jurisdiction?
There are no noteworthy considerations other than the issues covered in the other questions in this Q&A.

Contributor profiles

Darani Vachanavuttivong, Co-Managing Partner and Managing Director of IP

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