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.

While Thailand’s Foreign Business Act B.E. 2542 (1999) (FBA) has been in place for over two decades, the issue of nominee arrangements remains a hot topic—especially as authorities continue to crack down on businesses that use Thai nationals to hold shares in violation of foreign ownership restrictions under the FBA. The FBA was enacted to limit foreign parties (which includes foreign individuals, offshore legal entities, and foreign majority-owned companies in Thailand) ability to conduct certain business activities in Thailand without authorization. This legal restriction has led many business operators to use nominees to operate their businesses. Similar to many other countries, nominee arrangements are illegal in Thailand. The FBA expressly prohibits foreigners from using Thai nationals to hold shares on their behalf in a way that enables them to own and operate reserved businesses under the law. Engaging in such arrangements (including conducting a business without the necessary license under the FBA) can result in severe penalties, including imprisonment, fines, and the forced dissolution of the business. The authorities, particularly the Ministry of Commerce and the Department of Special Investigation, continue to actively pursue cases involving suspected nominees. The FBA categorizes businesses into three lists, each outlining different levels of restrictions on foreign ownership and participation: List 1: Foreign business operators are strictly prohibited from engaging in any of the business activities on list 1, such as media outlets (newspapers, radio, and television), rice farming, forestry, extraction of Thai medicinal herbs, and land trading. List 2: Foreign business operators must obtain a foreign business license (FBL) from the Department of Business Development (DBD) and secure approval from the Thai cabinet to engage in a business activity on list 2. In addition, the company must be at least 40% Thai-owned (this may be reduced to 25% with special approval from

Thailand’s Immigration Bureau has announced the launch of the Thailand Digital Arrival Card (TDAC) as part of ongoing efforts to improve entry procedures and streamline immigration processing. Effective May 1, 2025, all foreign nationals with any type of visa entering Thailand by any means will be required to complete the TDAC online prior to arrival. This requirement does not apply to individuals transiting or transferring through Thailand without passing through immigration control, or to those entering with a border pass. Foreign nationals planning to enter Thailand must complete and submit their TDAC within the three days prior to their arrival date. The form, which collects passport information, personal details, travel information (e.g., flight number), Thai accommodation information, and a health declaration—can be filled out in English online at https://tdac.immigration.go.th. Once the form is submitted, an acknowledgment will be sent to the email address entered on the form. This acknowledgment must be presented at the immigration checkpoint in Thailand along with travel documents for verification. The Thai government strongly encourages all foreign passport holders to complete the TDAC ahead of their departure to prevent any entry delays or issues at the checkpoint.

Thailand has proposed amendments to the Anti-Money Laundering Act B.E. 2542 (1999) as the country steps up its efforts to combat economic crimes and corruption. One of the primary objectives of the amendments is to enhance the effectiveness of measures curbing the use of nominees to help foreign nationals operate restricted or prohibited businesses in violation of the law. If these proposed updates are implemented, they will substantially strengthen existing legislation related to the use of nominees and bribing government officials, including officials of foreign governments and international organizations. These offenses would be treated as predicate violations under the amended legislation. The draft amendments are currently open for a public comment period, which is set to conclude on April 25, 2025. Highlights of the proposed amendments are detailed below. Predicate Offenses The draft amendments propose adding the concept of a “predicate offense” covering the following: Bribery: Giving, offering, or promising to give assets or benefits to Thai or foreign public officials, or officials of international organizations. Acting as a nominee: Assisting, supporting, or engaging in the business operations of a foreign national who is not permitted to operate that business; jointly operating a business with a foreign national under the guise that it is solely owned by the Thai national; or holding shares on behalf of a foreign national in a partnership, limited company, or any other legal entity to help the foreign national conduct business without the permits required under the Foreign Business Act. Under the draft amendments, Thai individuals or juristic persons who have agreed to take any of these actions, as well as foreign nationals who allow such assistance in their business operations, will be liable for committing a predicate offense under the Anti-Money Laundering Act. The draft proposes a prescription period of 15 years from