Franchising in Thailand has matured into a sizeable commercial sector, but the rules governing franchisor–franchisee relationships remain scattered across general legislation rather than consolidated in a dedicated franchise statute. In this environment, the decisions of the Trade Competition Commission of Thailand (TCCT) have emerged as valuable practical guidance. Thailand follows a civil-law system in which judicial and administrative decisions do not create binding precedent; however, past rulings are nonetheless influential. This article examines the most instructive recent TCCT decisions and distills the practical compliance considerations for franchisors and franchisees operating in Thailand. Postcontract Changes: Justified or Unfair? A recurring issue is whether a franchisor may alter the terms of engagement after contract execution. The TCCT has established that midterm modifications are not inherently unfair; the determinative factors are whether there was a reasonable business justification, adequate advance notice, and a transparent process. In a 2023 coffee franchise matter, for instance, the TCCT declined to find a violation where a franchisor increased raw material prices, noting the increase had been communicated in advance and supported by demonstrable cost pressures. A bubble tea franchise matter reinforces this principle. The TCCT found that postcontract mandatory purchases of branded syrup and flavorings were justified, as the agreement reserved the franchisor’s right to modify product requirements, the materials were sold at or below market prices, and the branded ingredients possessed distinctive qualities deemed essential to franchise quality. The complaint was dismissed, with the additional requirements characterized as a legitimate measure to preserve brand consistency. Considered together, these decisions indicate that post‑contract modifications will be evaluated against three criteria: (1) whether there is a legitimate business rationale, (2) whether adequate advance notice was provided, and (3) whether franchisees were treated equitably throughout the transition. Discriminatory Treatment: Are Renewals and Information Equal? A 2024 automotive dealership

Significant economic challenges facing Thailand in recent years have placed financial pressure on both individuals and businesses. As a result, many debtors may find themselves unable to meet their repayment obligations, leading to bankruptcy proceedings. When an individual or corporate debtor in Thailand is subject to bankruptcy proceedings, the Thai Bankruptcy Act B.E. 2483 (1940) provides a legal framework for collecting a debtor’s assets and using them to repay creditors. Under the Bankruptcy Act, creditors wishing to recover outstanding debts must file a debt repayment application (DRA), which is the primary mechanism for asserting claims in bankruptcy proceedings. However, the filing of a DRA is subject to specific legal requirements, procedural rules, deadlines, and supporting documentation. Failure to comply with these requirements may adversely affect a creditor’s ability to recover its claim. This article highlights the key considerations that creditors should be aware of when filing a DRA in a bankruptcy case in Thailand. Filing a DRA In a bankruptcy case, after the court issues an absolute receivership order, the debtor loses the authority to manage or dispose of its assets. Control over the debtor’s assets is transferred to the official receiver, a government official responsible for administering the bankruptcy estate in accordance with the Bankruptcy Act. Creditors seeking repayment of their debts must file a DRA with the official receiver within two months of the absolute receivership order being officially published in the Government Gazette. For creditors outside of Thailand, the official receiver may extend the filing period by up to an additional two months. These filing deadlines are strictly enforced. Failure to file within the prescribed period may result in the claim being barred, except in limited circumstances permitted by the Bankruptcy Act. Where a late filing is accepted due to force majeure, the creditor may only

Vietnam’s Law on Bankruptcy and Rehabilitation No. 142/2025/QH15, passed by the National Assembly on December 11, 2025, does something many regional counterparts do not yet attempt: it instructs parties and arbitral tribunals on exactly what happens to an arbitration once a debtor becomes insolvent. Together with the Law on Commercial Arbitration No. 54/2010/QH12, the new law improves upon what used to be an uncertain area of practice, now providing an explicit, mandatory sequence of procedures. Suspension and Termination of Arbitration Proceedings Under article 40(2) of the law, once a Vietnamese court accepts a bankruptcy petition, any arbitration that concerns the debtor’s financial obligations must be temporarily suspended as soon as the tribunal receives the court’s notification. If the court subsequently issues a decision commencing bankruptcy proceedings, article 59(2) takes a further step: the suspended arbitration is terminated outright, and the underlying case file is transferred to the court handling the insolvency for resolution. The two provisions work as a sequence: first suspension, then termination and transfer, rather than as independent triggers. Meanwhile, article 60(4) reinforces this effect by vesting the bankruptcy court with exclusive jurisdiction over all claims against the debtor from the date the petition is accepted. Notably, this mechanism operates automatically, without the need for the insolvency court to issue a separate anti-arbitration order. The tribunal simply suspends or terminates the proceeding by operation of law once notified; however, Vietnamese law currently provides no procedure by which a party can apply to the insolvency court for permission to continue the arbitration despite the statutory effect. Practitioners with a Vietnamese counterparty in arbitration should treat notification of a bankruptcy filing as something to flag to the tribunal immediately since continuing to arbitrate a claim that has become subject to article 40(2) or 59(2) risks producing an award vulnerable

Thai law contains no provision that speaks directly to what happens to an arbitration when one of the parties becomes insolvent. The interaction between arbitration and insolvency is derived instead from the general operation of two separately drafted laws: the Bankruptcy Act B.E. 2483 (1940) and the Arbitration Act B.E. 2545 (2002). Because Thai courts have had few opportunities to interpret how these two statutes apply together, the practical answer to many questions, such as who represents an insolvent party in arbitration, whether an award will be enforced, and what happens to a foreign proceeding, depends on inference from general principles of insolvency, arbitration, and procedural law rather than on settled rules. Liquidation and Restructuring The Bankruptcy Act governs both liquidation, which winds up a debtor’s affairs, and restructuring (rehabilitation), which aims to preserve a business. The consequences for arbitration differ accordingly. In liquidation, the debtor’s assets vest in the official receiver, who alone can conduct or continue any arbitration affecting the estate; the debtor loses the authority to act on its own behalf. In restructuring, the plan preparer or administrator takes over that role, but there is more room for the debtor to remain involved, since the objective of rehabilitation is to keep the business operational. Restructuring carries an automatic stay that takes effect once the Bankruptcy Court accepts the restructuring petition. This stay can halt an arbitration regardless of where it is seated. In contrast, liquidation does not work through a stay; instead, the debtor’s loss of authority over its own assets and disputes is what constrains the arbitration. Neither proceeding provides a party a formal route to apply for permission to continue arbitrating—the Bankruptcy Act contains no such mechanism—though in restructuring cases the Bankruptcy Court may allow proceedings to continue where doing so will not prejudice