Attorneys from Tilleke & Gibbins have updated the latest edition of Doing Business in Thailand, a Q&A-style guide from Thomson Reuters Practical Law that offers an overview of key legal considerations for companies operating in jurisdictions worldwide. The contribution outlines the country’s legal and regulatory framework for foreign investment and business operations and reflects the latest legislative developments. The chapter addresses the following core topics: Legal system: Structure of the courts and the codified nature of Thai law. Foreign investment: Business restrictions under the Foreign Business Act, sector-specific regulations, exchange control rules, and investment incentives. Business vehicles: Overview of partnerships, private and public limited companies, and other legal entities. Employment: Labor protections, employment contracts, foreign worker requirements, and termination procedures. Tax: Corporate and personal income tax, indirect taxes, and tax obligations for residents and non-residents. Intellectual property: Registration and enforcement of patents, trademarks, designs, and copyrights. Data protection: Key provisions of the Personal Data Protection Act and related compliance obligations. Competition law: Regulatory framework under the Trade Competition Act. Anti-bribery and corruption: Relevant legislation and enforcement mechanisms. E-commerce and digital business: Legal regime for online transactions and digital platforms. Marketing and advertising: Consumer protection laws and regulations affecting advertising and marketing practices. Product regulation and liability: Safety standards, liability regimes, and roles of enforcement authorities. Practical Law, a legal reference resource from Thomson Reuters, publishes a range of guides for hundreds of jurisdictions and practice areas. The insurance and reinsurance guide is a valuable resource for legal practitioners, covering numerous jurisdictions worldwide. To view the latest version of the guide, please visit the Practical Law website and enroll in the free Practical Law trial to gain full access.

In recent years, Vietnam has positioned itself among the leading countries in the world in terms of digital asset ownership and trading volume. This rapid adoption reflects the country’s growing digital economy and the increasing engagement of individuals and businesses in blockchain-based financial activities. Central to this growth are Resolution No. 57-NQ/TW of the Politburo dated December 22, 2024, on breakthroughs in science, technology, innovation, and national digital transformation with a vision to 2045 (“Resolution 57”) and Resolution No. 03/NQ-CP of the Government dated January 9, 2025, promulgating the Action Plan to Implement Resolution 57 (“Resolution 03”), which outline a flexible and innovative policy framework that embraces pilot programs for emerging technologies to lay the groundwork for Vietnam’s legislative framework concerning cryptocurrency and blockchain technologies. Regulatory clarity in terms of digital assets and blockchain technologies is now more critical than ever for businesses and investors. In light of this, Vietnam is currently in the process of introducing three key legal instruments, with drafts of the Law on Digital Technology Industry (“Draft DTI Law”), Resolution of the National Assembly on the Establishment of Regional and International Financial Centers in Vietnam (“Draft Financial Center Resolution”), and Resolution of the Government on the Pilot Implementation of Crypto Asset Markets in Vietnam (“Draft Crypto Pilot Resolution”) nearing promulgation. Current Regulatory Direction and Schedule Vietnam’s regulatory framework for crypto assets and blockchain has been in a developmental stage since 2017, focusing on directions, plans, and schedules rather than established regulations. In February 2024, under Decision No. 194/QD-TTg of the Prime Minister, the Ministry of Finance (MOF) was assigned to draft a legal framework to either prohibit or regulate virtual assets and service providers by May 2025, signaling a clearer regulatory direction. In March 2025, Directive No. 05/CT-TTg of the Prime Minister directed the MOF

On October 25, 2024, the State Bank of Vietnam (SBV) issued Circular No. 49/2024/TT-NHNN (“Circular 49”) amending and supplementing certain provisions of Circular No. 11/2022/TT-NHNN dated September 30, 2022, on bank guarantees (“Circular 11”). However, shortly thereafter, the SBV replaced both Circular 11 and Circular 49 with Circular No. 61/2024/TT-NHNN (“Circular 61”) dated December 31, 2024, which incorporates most of the updates from Circular 49 while introducing further amendments to bank guarantee regulations to align with the 2024 Law on Credit Institutions and 2023 Law on Real Estate Business. Circular 61 has an effective date of April 1, 2025. Below, we highlight some new regulations on bank guarantees under Circular 61, including those that were adopted from Circular 49. Updated Definitions Circular 61 broadens the definition of “customer” in bank guarantee relationships, introducing the possibility of a fourth party. Traditionally, a customer would request a credit institution to guarantee its obligations. Under the revised framework, a customer may also request the credit institution to issue a guarantee for another party, such as a parent company requesting a guarantee for its subsidiary. This change establishes a broader scope of parties involved in a bank guarantee relationship, which now includes the customer, the guarantor, the guaranteed party, and the beneficiary. Circular 61 also updates the definitions of “bank guarantee”, “cross-guarantee”, and “guaranteed party” to align with the term “bank guarantee” as defined in the 2024 Law on Credit Institutions. This includes requirements on mandatory debt acknowledgement. Bank Guarantees for Sale of Off-Plan Housing Circular 61, in alignment with Circular 49, the Law on Credit Institutions, and the Law on Real Estate Business, allows foreign bank branches and commercial banks (the “Guarantor”) to guarantee off-plan housing with a detailed procedure. The guarantee agreement between the Guarantor and the real estate project investor

Vietnam’s Law on Securities of 2019 was one of several laws amended (“Amended Securities Law”) under the wide-ranging Law No. 56/2024/QH15 passed by the National Assembly on November 29, 2024. The amendments came into force on January 1, 2025, with certain provisions related to professional securities investors and the eligibility criteria for public companies becoming effective on January 1, 2026. Below are some of the key points of the Amended Securities Law. Changes to Professional Securities Investors Professional securities investors (PSIs) are investors who have adequate financial capacity or securities qualifications and can participate in private placements and private funds, among other investment activities. Under the Amended Securities Law, foreign investors, including individuals and organizations, are now automatically classified as PSIs, without having to meet any requirements regarding financial capacity. This loosening of requirements is expected to attract more foreign investment. However, from January 1, 2026, individual PSIs will only be able to purchase, trade, and transfer privately placed corporate bonds that: (i) have been given credit ratings and are secured by collateral, or (ii) have been given credit ratings and covered by payment guarantees from credit institutions. Meanwhile, institutional PSIs will not be bound by these restrictions relating to privately placed corporate bonds. Protecting Shareholders in Private Securities Issuance The Amended Securities Law introduces additional conditions for private issuance of shares, convertible bonds, and warrant-linked bonds by public companies, and revises the required contents in the issuance plans from “criteria and number of investors” to “number of shares, offering price, or principles for determining the offering price.” This change promotes shareholder supervision and protects minority shareholders from overly powerful boards of directors. Expanded Powers of SSC The Amended Securities Law grants the State Securities Commission (SSC) new powers to suspend and cancel private placements of securities and adds