FRANK Legal & Tax

The Importance of Notarization  Notarization is a fundamental process in legal and business transactions that ensures the authenticity of signatures,

Order No. 1/2567 Provides New Compliance Rules for Companies with Over 5 Million THB Capital The Central Partnership and Company Registration Office has recently issued a pivotal directive: Order No. 1/2567. This new order, which supersedes the previous Order No. 1/2566, introduces significant changes to the regulatory framework for the establishment, capital increase, and mergers of limited companies in Thailand. By setting forth comprehensive criteria and detailed documentation requirements, Order No. 1/2567 aims to enhance transparency and accountability within the corporate sector.   Aligned with the provisions of the Civil and Commercial Code (CCC), the updated regulations are particularly impactful for companies with registered capital exceeding five million THB, mandating stricter documentation to substantiate capital contributions whether in cash, assets, or labor. These measures are designed to ensure that all financial transactions are thoroughly verified, thereby bolstering investor confidence and promoting a robust business environment.   1. Key Provisions and Documentation Requirements a. Establishment of Partnerships and Limited Companies  For the registration of limited companies with registered capital exceeding five million THB, documents are now required as follows:   Cash Contributions: Previously, only a bank certificate was needed to prove the payment of share capital. The new order requires an additional confirmation letter from the company, stating that the share payment has been received as shown in the bank document.   Asset Contributions: Previously, confirmation from the asset owner was sufficient. The new order mandates a detailed description of the assets. If the assets are registered, a copy of the ownership document must also be submitted.   Labor Contributions: The new regulations require a confirmation letter of the share payment with labor and supporting documents, such as a copy of the employment contract.  B. Increasing Registered Capital If the combined registered capital, both original and newly added, exceeds five million THB, the order mandates additional documentation as follows:   Cash Contributions: A bank certificate confirming the payment of the share capital for the increased amount and a confirmation letter from the company must be submitted.   Asset Contributions:   Registered Assets: A confirmation letter of the share payment and a copy of the ownership document must be submitted. If the assets are for use, a copy of the usage agreement and ownership document must also be submitted.   Unregistered Assets: A confirmation letter of the share payment or asset details and, in the case of assets for use, a copy of the usage agreement must be submitted.   Labor Contributions: A confirmation letter of the share payment with labor and supporting documents, such as a copy of the employment contract, must be submitted.   c. Mergers of Limited Companies Order No. 1/2567 introduces specific requirements for the registration of mergers of limited companies where the combined registered capital exceeds five million THB. These requirements ensure transparency and thorough documentation, similar to the guidelines for the establishment of companies and increasing registered capital, including new regulations of providing a confirmation letter stating that the payment for shares has been received, and the regulations of providing documents as aforementioned for labor contributions.   These measures ensure that mergers are conducted transparently and in compliance with the CCC, enhancing the overall integrity of corporate transactions in Thailand.  2. Implications for Corporate Registration The updated regulations mark a significant shift from the previous framework, where incomplete documentation could lead to the cancellation of registration entries related to capital. Under the new order, the registrar will only note that the required documents have not been submitted in the company’s certificate. If the documents are submitted later by, or the capital is reduced to five million THB or less, or the increased capital that comes along with the merger is reduced, the registrar will remove the note from the company’s certificate.   Through this comprehensive overhaul, Order No. 1/2567 not only modernizes the registration process but also aligns it with international best practices and the CCC. These changes reinforce Thailand’s commitment to fostering a transparent and efficient corporate sector. By ensuring meticulous documentation and validation of capital contributions, the new regulations bolster investor confidence and promote a robust business environment. As businesses navigate these new requirements, they will contribute to a more transparent and accountable corporate landscape in Thailand.    If you have any questions regarding your business registration, taxation matters or corporate compliance matters, please contact us at [email protected] or via  +66 (0)2 026 3284.   

Thailand’s Ministry of Commerce has recently introduced significant changes to its e-commerce regulatory framework through the issuance of,

The new DTV Visa allows remote workers and participants in cultural activities to stay in Thailand for up to 180 days per entry, with a 5-year validity.

Setting up an e-commerce business in Thailand involves several regulatory steps, with obtaining an e-commerce license being a crucial part of the process.

E-commerce, the practice of selling products and services over the Internet, has become a cornerstone of modern business.

Thailand is set to rejuvenate its tourism sector and stimulate economic growth with a comprehensive set of new visa measures introduced by the Thai cabinet.

New 10-year visa aims to attract top talent and foster growth in targeted industries within Thailand’s Eastern Economic Corridor

Thailand Board of Investment unveils incentives for international events and expands support for PCB manufacturing supply chain. 

This article will take you a deep dive into the general overview of domain registration in Thailand.

In the context of international tax reform, Thailand has aligned itself with over 140 economic zones by becoming a member of the International Cooperation Framework on Base Erosion and Profit Shifting (OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting).

Trademark registration is an important step for businesses to protect their intellectual property and establish brand identity in Thailand’s dynamic market.

A family office is a private wealth management firm that provides comprehensive financial services to a wealthy family or a single high-net-worth individual.

Properties in Thailand do not serve only as investment assets but also as residences and business premises, attracting both locals and foreigners.

On November 8, 2023, Startup Grind Bangkok hosted a well-received and successful event featuring our colleagues Fabian Doppler and Nathathai Pichaisawad as participants in the panel discussion.

On 30 August 2023, the Royal Gazette issued the ministerial regulations as an announcement regarding the amendment in the definition of the hotel, which led to changes in the requirements for owners who wish to operate hotels.

Our new office is located in the Sindhorn Building, a prestigious and modern office complex in the heart of the city.

Our firm has recently been working on a major M&A transaction, joining as Thai advisers in an international legal team led by UK based law firm Addleshaw & Goddard.

Setting up a second residence in Thailand has become a popular option for many high-net-worth individuals looking for a safe, stable, and convenient location to reside. With its favorable climate, world-class healthcare system, and vibrant culture, Thailand offers a unique and appealing lifestyle for those seeking a second home. However, before making the decision to establish a second residence, it is important to consider the legal and tax implications, as well as the family’s circumstances and priorities.

FRANK Legal & Tax is pleased to announce Nathathai Pichaisawad as the firm’s latest Senior Associate in the Bangkok office.

When you are entering Thailand’s territorial waters, you must comply with the instructions as follows:

Driving a car in Thailand requires obtaining a valid driving license. If you are a foreigner, it is important to familiarize yourself with the requirements and processes involved before applying for a driving license in Thailand. In this article, we will focus on driving licenses for vehicles (cars).

Thailand is a popular travel destination for many international tourists, but for those who own a boat, it's important to understand the laws and regulations for obtaining the appropriate license in the country. This article will cover the legal requirements and procedures for obtaining a boating license in Thailand

According to a ministerial regulation (No. 386) issued on December 29, 2022, and a notification from the Director-General of the Ministry of Finance, a person liable to personal income tax (other than an ordinary partnership or non-juristic body of persons) is entitled to an income tax deduction under the "Shop Dee Mee Kuen 2023" program for certain expenses incurred for the purchase of goods and services from VAT registrants, provided that a full tax invoice is presented. This article details the items covered, what you need, and the time period covered.

The season for filing personal income taxes in Thailand has now arrived.

The FRANK Legal & Tax blog is one of the largest legal blogs in Thailand and has been ranked as the best Thailand law blog by Blogspot, one of the leading authorities on blogs.

Thailand's cabinet on Tuesday, 20th December 2022 approved tax measures to help boost public consumption to stimulate the economy moving into recovery. Land and property tax was reduced to 15% along with some registration fees being cut for the year 2023.

As the economy recovers from the COVID-19 crisis, Thailand is again attracting more and more tourists to the country. Visitor numbers are increasing, and short-term rental businesses through platforms such as Airbnb, including daily rentals via other online platforms, are gradually becoming more popular, encouraging villa and apartment owners to set up short-term rentals to allow tourists to stay in their properties.

In 2022, we are marking our 10th Anniversary, celebrating ten years of confidence from our clients through delivering excellent support for businesses and investors in Thailand.

Now open for business, FRANK Legal & Tax will provide clients with specialist and dedicated legal and taxation services on Koh Samui. Our team of advisors will advise commercial investors and private individuals in all areas of law and taxation. This includes, in particular, consultations on property law. So, contact us for support regarding investments you intend to make on Koh Samui.

Under Thai law, any person or company who engages in recruitment business must obtain a recruitment license from the registrar following the regulations prescribed in the Employment Arrangement and Jobseeker Protection Act B.E. 2528 (1985).

In the wake of shared global challenges, tourism and green growth is the way forward for Thailand’s sustainable economy. Specifically, a relevant government panel has set up a plan to develop the country as an international hub and targeted Thailand as the world’s foremost destination for the medical industry and wellness tourism. Still, a dream without a plan is just a wish. In response, the legal scheme to transform Thailand into a comprehensive medical hub was initially implemented. Cannabis liberalization will further strengthen Thailand’s position as a global medical hub with affordable healthcare.

This guide explores the Long-Term Resident Visa (LTR), a visa designed for high-potential foreigners who wish to reside in Thailand for an extended period.

This article will compare the legal and tax implications of a share deal with those of an asset deal. It will discuss the relevant taxes and transaction costs that will be incurred for an asset deal compared to a share deal from a Thai tax perspective.

On February 10, 2021, the Royal Thai Government Gazette publicized the Revenue Code Amendment Act (No.53), which mainly stipulates that non-resident electronic service providers and electronic platforms are required to register for VAT under certain conditions and allows tax documents and evidence to be provided electronically.

Due to the increasing popularity of condominiums and apartments in the city, which comes with several issues related to rental and utility bills; as a result, the Contract Committee of the Consumer Protection Board has issued a new notification, the Stipulation of Residential Property Leasing as a Contract-Controlled Business B.E. 2562 (2019) (the “Notification”), published on 31 October, 2019, this new Notification has canceled the earlier Notification the Stipulation of Residential Property Leasing as a Contract-Controlled Business Contract-Controlled Business B.E. 2561 (2018).

Thailand’s Board of Investment (BOI) announced the merging of its list of promoted digital activities into a single new category for software development, digital services platforms, or digital content (5.10) to support software development platform, digital services, digital content, and development of Thailand personnel in information technology.

The revenue department’s announcement regarding taxing cryptocurrency has been in effect on 13 May 2018; however, investors continue to face confusion, controversy, and other difficulties.

The Tourism Authority of Thailand (TAT) recently released the new “Flexible Plus Programme” under the Thailand Privilege Card scheme. This programme is designed to attract high-income foreigners to stay and invest in Thailand by giving them a work permit and other privileges.

When the owner of residential property changes, the last step after the visit to the land office and the receipt of the money is crucial: the handover of the keys; after this, the previous owner moves out, and the buyer moves in. At this point, all documents are handed over, a joint tour of the house is made, and meter readings and defects are noted. It makes sense to draw up a protocol for the handover of possession so that the sale of the house does not have any repercussions. We have summarized what you should pay attention to in the house handover protocol.

As part of the steady economic recovery from the COVID-19 crisis, Thailand is gradually attracting tourists back into the country. Due to the increased number of visitors, short-term rentals through platforms such as Airbnb, including daily rentals, are in high demand, encouraging villa and condominium owners to set up short-term rentals by allowing tourists to stay in their properties. However, it is important to understand the legal implications of setting up short-term rentals in Thailand as a host.

Thailand’s cabinet has decided to halve the long-term resident (LTR) visa fee, bringing it down to 50,000 baht. The visa is designed for foreigners who have “high capability or potential” and would like to live in Thailand for up to ten years. This means that eligible highly skilled foreigners can now apply for the visa and pay a one-time fee of 50,000 THB in order to stay in Thailand for up to 10 years.

The pledge provides security in terms of performance by transferring a movable property from pledger to pledgee. Therefore, anything considered movable property can be pledged, even an instrument. An instrument is a document in which the issuer promises payment or right to a specific person, such as a bill of lading, a bill of exchange, or a share certificate.

The Thai government recently announced that they are making some changes to the Long-Term Resident Visa (“LTR”) requirements intending to attract more foreign residents to come to Thailand.

A codicil, or addendum, is a legal document that changes certain provisions of a will but leaves all other provisions unchanged. You can change, update or even revoke your will completely at any time as long as you are mentally competent. This article will look at some scenarios of when you could make a codicil or consider a completely new will.

This article discusses the different types of verification marks of the Department of Business Development (“DBD”). It will look at the requirements for each verification mark and the purpose of the verification system.

The Cabinet of Thailand has recently planned significant changes regarding immigration policy and rules on foreign land ownership.

Under the Thai Foreign Business Act (“FBA”), A.D. 1999, foreigners who engage in certain business sectors, including any service business, require a Foreign Business License (“FBL”) to operate legally. However, under the new Ministerial Regulation of the Ministry of Commerce, a Regional Office is not considered a restricted business under the Foreign Business Act (FBA). Therefore, regional offices do not need to apply for a foreign business license to operate in Thailand.

The Thailand Elite Visa is a long-term Thai visa provided to Thailand Privilege Card members offering benefits and residency in Thailand for a set period of time, often with the option to renew the visa. The programme is managed by the Thailand Privilege Card Company Limited, under the Ministry of Tourism and Sport.

One of the most important areas of regulation in the acquisition of a company is the purchase price provisions. This is an extremely complex issue in which various aspects have to be considered. In addition, the opposing perspectives of buyer and seller have to be reconciled. In this respect, various basic models and approaches have become established in M&A practice. These vary in complexity so that correspondingly complex procedures should only be applied in larger transactions, while others are more suitable for medium-sized company sales. A distinction must be made between regulations that govern the determination of the purchase price and those that define the payment modalities.

This article discusses the topic of e-signatures and electronic transactions in Thailand. For reasons which we will cover in this article, it is often best to seek legal advice before using e-signatures in the Kingdom.

While Thailand slides deeper and deeper into economic crisis, the government’s  national development plan “Thailand 4.0”, which was already launched in 2016, remains one of  strategies for recovery and progress. Thailand 4.0 was implemented to enhance the worldwide competitiveness of Thailand’s business environment and drive the digitalization of its government to provide its citizens and businesses with more efficient public services. The digitalization of the private and public sectors aims to advance the country’s overall economic competitiveness. In addition to infrastructure projects, like the expansion of broadband or fixed internet connections and the launch of initiatives such as the Smart City Development project, Thailand 4.0 also includes a legal framework to support Thailand’s progressing digitalization.

Thai business media have reported that sources in the Thai government leaked information stating that laws and regulations on land ownership for foreigners could be set to change, so foreigners would have the option to buy and own a detached house, including the land on which the house is built, as long as the value of the home and land is at least 10 million THB. Also, the quota of condominium units that foreigners can own is expected to be increased from the current 49% threshold. Furthermore, the maximum terms for land leases are planned to be increased significantly.

Trademarks are used to identify and protect a particular product or service. Companies often invest a significant amount of money in introducing and establishing a trademark. To protect this investment, it is essential to grant exclusive use to the investor.

The enforcement date of the Personal Data Protection Act (PDPA), 1 June 2021, is postponed by another year.

On 10 April 2021, Thailand made significant changes to the statutory interest rate framework for the first time as the interest rates specified in the Civil and Commercial Code (“CCC”) have been enforced for almost a decade. The trigger for the change in the interest rate was due to Covid-19’s recent impact on the Thai economy.

By definition, the liability of shareholders in a “limited liability company” is limited. However, in many countries case law has evolved that “pierces the corporate veil”. In this contribution, we will analyze whether the principle is upheld strictly in Thailand, or whether there are significant exemptions.

Negotiations of business acquisitions are often complicated and drawn out. After successful contract negotiations, the parties are usually keen to complete the business purchase quickly. However, due to the complexity of such transactions, it is common practice that the actual economic transition takes place with a significant delay after the date of the signing of the contract. We outline the terminology surrounding business takeovers and the concept of “signing” and “closing” below.

Due to the recent second outbreak of COVID-19 in Thailand, the Thai government then restricted some businesses from operating, which results in an increase in unemployment or reduced income for most people. As a method to ease the burden, the Ministry of Labor published a new regulation on 30 December 2020 under the Social Security Act (“SSA”) in the Royal Gazette called The Regulation on Determination of the Amount of Contributions to the Social Security Funds B.E. 2563 (2020) (“Regulation”).

When buying property in Thailand, in addition to paying the price of the property, one can also expect to pay other fees, duties, and taxes in order for the transfer of ownership to be complete. For people who are unaware of these extra costs, it can mean the difference between deciding whether or not to purchase a property. Before purchasing property, it is wise to consult a property lawyer and do the required due diligence to ensure that that title deed is correct, the owner’s name is present on the title deed, and the property’s size as described is correct.

This article outlines the requirements, application procedure, timeline, and official fees concerning the homestay license.

Thai law provides a means of real security and an alternative to the mortgage, the so-called Sale with Right of Redemption (Thai: “Khai Fah”). It is governed by Sections 491 ff. of the Thai Civil and Commercial Code (“CCC”), and it involves a conditional transfer of ownership that can be redeemed under certain circumstances.

This contribution aims to provide a high-level overview of the taxes that could apply to foreign investors in Thailand.

In times of economic uncertainty and growing loss of confidence in fiat currencies, cryptocurrencies like Bitcoin or Ethereum are among the most discussed alternatives to established currencies. This article intends to provide a brief overview of legal regulations and tax implications of cryptocurrencies in Thailand.

Dissolution is the process of de-registering a company from the company registry at the Department of Business Development (“DBD”). When considering the life cycle of a business operation, the voluntary dissolution by the shareholders appears to be the usual way to end the company’s operations. There are several circumstances that will lead companies to the dissolution and subsequently, the liquidation process. Under Sections 1236 and 1237 of the CCC, a limited company may be dissolved by the following causes:

Liquidation is the process of extracting a company’s assets and using the liquidated assets to pay off any remaining debts. A dissolved company is required to conduct a formal liquidation process according to the Thai Civil and Commercial Code (“CCC”). For a bankrupt company, the liquidation shall be done in accordance with the provisions of the Bankruptcy Act (“BA”).

The Treaty of Amity and Economic Relations Between the Kingdom of Thailand and the United States of America (US-Thai Amity Treaty) is a treaty that was signed on 29 May 1966 in Bangkok. It has expired and due to World Trade Organization (WTO) restrictions was not renewed, however Thai authorities still apply it, nonetheless.

On June 23rd, 2020, the Thai Cabinet approved a Draft Act which will amend the Civil and Commercial Code, with regards to the establishment of limited companies.

Bankruptcy is a legal proceeding involving a person or business that is unable to repay their outstanding debts, while reorganization is a process where a company establishes and implements a plan to organize its debts, capital, fundraising as well as management and exploitation of the company’s property.  The proceedings for both of these procedures are outlined below.

After an extensive legislative process, the National Legislative Assembly (NLA) has recently passed the new Land and Building Act (the “Act) comprising 94 Sections and introducing a new system on property taxation. With its announcement in the Royal Gazette, the Act will replace the old and outdated Land and House Tax Act B.E. 2475 (1932).

On 15 September 2020, the Cabinet agreed to allow in foreign tourists who agree to go through a 14-day quarantine and stay for at least 90 days to help stimulate Thailand’s economy. Prime Minister General Prayut Chan-o-cha said that the government would issue special tourist visas for long-stay visitors. The most critical condition would be a 14-day quarantine. He also said that “visitors can arrive for tourism or health services, and they can stay at alternative state quarantine facilities, specific areas, or hospitals that function as quarantine facilities.”