You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

January 6, 2026

Thailand Preparing Human Rights and Environmental Due Diligence Bill

Thailand is developing new legislation on responsible business conduct that would impose statutory obligations on large enterprises to manage human rights and environmental risks throughout their operations and supply chains. The Draft Act on the Promotion of Responsible Business Conduct, commonly referred to as the Human Rights and Environmental Due Diligence (HRDD) Bill, has been developed through extensive consultation involving a wide range of stakeholders, with the Ministry of Justice playing a leading role.

If enacted, the HRDD bill would reshape how certain large businesses operate and manage their supply chains, reflecting a recognition of international standards and global concerns regarding human rights and environmental protection. By introducing legally binding due diligence obligations, the draft aims to ensure that businesses operating in Thailand are held accountable for adverse impacts throughout their operations and supply chains, in line with emerging global legal frameworks.

Who Will Have to Comply?

The HRDD bill primarily targets large enterprises based on their annual revenue thresholds:

  • Manufacturing businesses with annual revenue exceeding THB 500 million
  • Wholesale, retail, or service businesses with annual revenue exceeding THB 300 million

The draft would also cover state-owned enterprises and foreign businesses operating in Thailand if their operations meet the applicable revenue thresholds.

What Does Human Rights and Environmental Due Diligence Involve?

Under the HRDD bill, due diligence is not a one-time checklist but an ongoing process with several key requirements:

  • Adopt and publicly disclose a sustainability policy. Businesses must commit publicly to respecting human rights and protecting the environment, and must integrate this policy into corporate governance and risk management systems.
  • Identify and assess risks. Companies must identify and assess risks of human rights violations and environmental harm across their operations and value chains.
  • Prevent or reduce risks. Businesses must implement effective and proportionate measures to prevent or mitigate identified risks, rather than simply cutting ties with suppliers as a first resort.
  • Consult meaningfully with stakeholders. Companies must engage with those most likely to be affected, such as workers, communities, or vulnerable groups.
  • Provide remediation. Where harm has already occurred, businesses must provide appropriate compensation, restoration, or other remedies.
  • Monitor, report, and disclose. Companies must track how due diligence is carried out and whether the measures taken are working, and make this information available.

These steps are closely aligned with international best practices and are designed to push companies toward proactive, rather than reactive, risk management.

How Can Liabilities Impact a Business?

Sanctions for noncompliance include administrative fines ranging from THB 1 million to THB 5 million. These administrative penalties do not limit or replace civil or criminal liability under other laws. Noncompliance can also lead to reputational damage and disruptions across business supply chains.

The Way Forward

The HRDD bill is still under development and will require time to complete the necessary legislative processes. The draft could be subject to revisions and further deliberation. Nonetheless, the HRDD bill provides a clear signal that Thailand is moving toward a future where responsible business conduct is not optional.

While the transition may be challenging, it also offers Thai businesses an opportunity to strengthen trust, resilience, and long-term sustainability. Businesses should be aware of the upcoming requirements and take proactive steps to prepare, ensuring that human rights and environmental responsibility are fully integrated into their operations.

Strong due diligence systems can help companies avoid reputational damage and supply chain disruptions. They may also improve access to international markets, particularly the EU, where similar rules are rapidly becoming the norm. Investors and consumers increasingly expect credible ESG practices, and early compliance could become a competitive advantage.

RELATED INSIGHTS​ 

January 3, 2025
Thailand has adopted the OECD’s global minimum tax framework through the Emergency Decree on Top-Up Tax B.E. 2567 (2024). Published in the Government Gazette on December 26, 2024, this legislation implements a 15% global minimum effective tax rate for large multinational enterprise (MNE) groups. The emergency decree took effect on January 1, 2025. The emergency decree was enacted through expedited procedures to implement “pillar two” of the OECD’s Base Erosion and Profit Shifting (BEPS) 2.0 project’s Global Anti-Base Erosion (GloBE) Rules. This swift implementation ensures Thailand can collect relevant tax revenues and prevents potential revenue losses from MNEs that might otherwise shift profits to jurisdictions with lower tax rates or to countries that have already implemented similar top-up tax legislation. Key aspects of Thailand’s implementation of the global minimum tax through the emergency decree are described below. Top-Up Tax The emergency decree introduces a dual mechanism for collecting additional top-up tax from MNEs whose effective tax rate falls below 15%. The first mechanism is a domestic top-up tax that targets MNEs operating within Thailand when their local effective tax rate is lower than 15%. The second mechanism is the income inclusion rule, which determines when a company’s foreign income should be included in the parent (main) company’s taxable income. This rule applies to Thai-based entities—including ultimate parent entities (UPE), intermediate parent entities, and partially owned parent entities—that hold ownership stakes in low-tax foreign jurisdictions. Scope MNEs subject to Thailand’s implementation of the global minimum tax framework are defined in the emergency decree as those whose UPEs report consolidated revenue of at least EUR 750 million (approximately THB 28 billion) in at least two of the four accounting periods preceding the relevant fiscal year. Reporting and Payment In-scope MNEs must comply with specific reporting obligations to the Thai Revenue Department. The filing deadline is set
December 20, 2024
With intellectual property playing an ever-increasing role in economic development, the need to harness, promote, and protect ASEAN innovation remains urgent as integration progresses. Among its objectives, the ASEAN Economic Community aims to transform the region into a hub of innovation and competitiveness and ensure that the region remains an active participant in the international IP community. With ASEAN member states increasing IP generation and further committing to global IP regimes, the region is increasingly looking toward sophisticated IP ownership and holding structures. IP Holding Companies ASEAN-based companies continue to centralize ownership of their IP assets in offshore holding and licensing vehicles—an approach multinational companies headquartered elsewhere have been using for a number of years. IP-intensive companies look to locate their IP portfolios in low-tax jurisdictions with strong IP registration and protection laws. The company then licenses the IP to operating companies in the group or to third-party licensees, franchisees, agents, distributors, and other partners in return for royalties or license fees. These special-purpose vehicles are typically referred to as IP holding companies. IP holding companies are popular because they can help corporations minimize tax, gain tax benefits or concessions, protect IP from bankruptcy or other claims against the parent company, and focus management attention on the IP portfolio as an income generator. Tax and IP Holding Companies Tax is the primary reason most companies park their IP in separate IP holding vehicles. Sometimes, companies choose to establish their IP holding company in a no-tax, low-tax, or preferred-tax jurisdiction close to their home country. The selected jurisdiction should also be a country with a large and well-established tax treaty network. Double taxation treaties are key considerations in jurisdiction shopping. If the IP assets need to be pledged as security for future borrowings or if they are to be included
December 4, 2024
Tilleke & Gibbins has contributed the Cambodia, Laos, Myanmar, Thailand, and Vietnam chapters to Restructuring in Southeast Asia, a comparative guide produced by Drew Network Asia (DNA). The publication outlines the principal debt restructuring processes available to corporate debtors across nine Southeast Asian jurisdictions and provides an accessible overview for lenders, creditors, and companies navigating financial distress in the region. Structured in a question-and-answer format, each jurisdictional chapter addresses the same core topics, allowing readers to compare approaches across markets. The guide covers key issues such as available restructuring mechanisms, court-supervised and out-of-court options, the roles and powers of creditors, and the implications of restructuring on ongoing business operations. As with other DNA resources, the guide aims to provide practical orientation rather than exhaustive analysis. Legislative developments and jurisdiction-specific considerations may affect the applicability of certain procedures, and readers requiring tailored advice are encouraged to contact the practitioners listed at the end of each chapter. The full guide is available for download using the button below or directly from the DNA website.
December 4, 2024
Thailand Legal Basics, a valuable primer for foreign investors, explores all aspects of living and doing business in Thailand. Written by specialists at Tilleke & Gibbins in Bangkok, it is the only comprehensive English-language guide to the Thai legal system with a focus on the concerns of foreign business and investment.