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August 11, 2011

Guide to Doing Business in Thailand for Japanese Investors

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Tilleke & Gibbins and Nishimura & Asahi

This Japanese-language Guide to Doing Business in Thailand was prepared by Tilleke & Gibbins in collaboration with Nishimura & Asahi, the Lex Mundi member firm for Japan. Written for potential Japanese investors in Thailand, the guide provides an overview of the Thai legal system, structures for doing business, and foreign investment regulations. It introduces other aspects of Thai law relevant to investment activities, including the following:

  1. How the courts and legal profession are organized, with an overview of fee arrangements.
  2. Legal requirements for selling goods/providing a service in Thailand, the correlating forms of business organizations that can be set up, the procedures (time, cost), and any other legal obligations.
  3. The different types of companies recognized in Thailand, the process of incorporating them, and the subsequent protection provided to shareholders, particularly minority shareholders.
  4. General corporate governance norms, the sharing of profits, and directors’ liability and responsibilities.
  5. Potential restrictions on foreign-owned Thai companies from raising capital or debt in Thai markets.
  6. The legal requirements for liquidation and winding up a company, as well as the Bankruptcy Act B.E. 2483 (1940).
  7. Foreign investment regulations (with reference to the Foreign Business Act B.E. 2542 (1999) and the Investment Promotion Act B.E. 2520 (1977)) covering subsidiaries and the foreign ownership of land.
  8. An overview of labor law in Thailand and regulations on maximum working hours, termination, leave, contract covenants, and stock options.
  9. An overview of intellectual property law in Thailand and the types of IP protected, international treaties, and regulatory authorities concerned.
  10.  Currency controls in place, particularly on amounts of local and foreign currency allowed in and out of the country.
  11. Methods of M&A available to Thai companies, and the process, timing, regulations, and forms of restructuring available to foreigners.
  12. Criteria determining a company’s tax liabilities and types of tax payable.
  13. A brief outline of the civil procedure in Thailand, foreign judgment enforcement, forms of alternative dispute resolution, and laws governing arbitral awards.

To learn more about how Tilleke & Gibbins can assist Japanese investors in Thailand, please contact Torajiro Ohashi at [email protected].

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