Thailand’s Board of Investment (BOI) has issued a new investment promotion strategy for the next five years (2023–2027). The strategy was detailed in Announcement No. 8/2565 on December 8, 2022, and will take effect in January 2023. Replacing the BOI’s current eight-year scheme (2015–2022), it will apply to all applications for investment promotion submitted from 8:30 a.m. on January 3, 2023, onward. Under the new scheme, the BOI will shift its focus to three core concepts deemed vital to the country’s future economy: (1) technology, innovation, and creativity; (2) competitiveness and adaptability; and (3) inclusiveness (especially in regard to environmental and social sustainability). This is complemented by a new set of investment promotion policy aims that cover, for example, supply chain reinforcement, conversion to smart and sustainable industry, promotion of Thai SMEs with global connections, and so on. The new strategy does not introduce any significant changes to the fundamental criteria for investment promotion. These include a 20% annual revenue growth projection, use of new machinery (with limited exemptions for used machinery), minimum THB 1 million investment, and 3:1 debt-to-equity ratio threshold, among others. Basic incentives are still divided into groups A and B, with group A granted a corporate income tax (CIT) exemption for a period ranging from 3 to 13 years and group B granted only non-CIT incentives, such as import duty exemption and land ownership for foreigners. The list of business activities eligible for investment promotion will be recategorized, but several traditional categories (including their underlying criteria and conditions) will be maintained. The BOI urges investors to carefully consider and compare the eligible activities, criteria, and incentives for BOI promotion under the current scheme and the new one. Investors who wish to receive investment promotion under the current scheme rather than the upcoming one can still submit their completed

Introduction This article provides a summary of Myanmar’s tax and tariff updates in 2022. Perhaps most prominent are the commercial tax, special goods tax, and tariff rate exemptions for battery electric vehicles (BEVs) and an increase in special commercial income tax for companies engaging in oil and gas exploration and production in Myanmar. This is good news for environmental protection efforts through taxation law. Additionally, Myanmar announced its updated Customs Tariff of Myanmar 2022, which covers internationally classified harmonized system (HS) codes and the HS codes of the ASEAN Harmonized Tariff Nomenclature. Furthermore, Myanmar’s Internal Revenue Department (IRD) also issued clarifications on tax avoidance, negligent underpayment of tax, misrepresentation of tax information, tax evasion, withholding tax on services, and tax refunds. Union Taxation Law 2022 and Amendment On March 30, 2022, the Union Taxation Law 2022 was enacted by the State Administration Council (SAC) with the SAC Law No. 6 of 2022; the law was further amended on November 17, 2022 by SAC Law No. 48 of 2022. The amended law exempts BEVs and their batteries from commercial tax and special goods tax, effective from October 1, 2022 to March 31, 2023. The amendment also provides that companies engaging in oil and gas exploration and production in Myanmar are subject to a special commercial income tax rate of 25% on their total net profit from April 1, 2022, to March 31, 2023. Tax Avoidance, Underpayment of Tax, Misrepresentation of Tax Information, and Tax Evasion The IRD issued a public ruling on November 16, 2022, to address tax avoidance, underpayment of tax, misrepresentation of tax information, and tax evasion. This public ruling was brought under the Tax Administration Law 2019 and concerns relevant provisions in that law. Tax avoidance is interpreted as occurring when a person who understands the tax laws proceeds to violate tax

Thailand has issued the Royal Decree on Digital Platforms, which was published in the Government Gazette on December 22, 2022. The royal decree provides a grace period of 240 days from its publication for digital platform providers to take the actions necessary to ensure compliance. The key requirements are outlined below. Definitions After going through various amendments in its draft stages, the published royal decree’s definition of “digital platform” refers to the provision of an electronic intermediary platform that manages information to create connections between “merchants,” “consumers,” and “users” via a computer network in order to create electronic transactions—regardless of whether payment is actually made. However, this does not include digital platforms that offer goods or services of the digital platform operator or an affiliated company acting as its representative, regardless of whether the goods or services are offered to third parties or to affiliated companies. Notification Exemption Under the royal decree, a digital platform provider under the supervision of other authorities, such as the Bank of Thailand and the Securities and Exchange Commission, or falling under the Electronic Transactions Commission’s list of exempted digital platform providers is exempted from the requirement to notify the Electronic Transactions Development Agency (ETDA) of the operation of its digital platform. The commission may also exempt any other digital platform service as it sees fit. Extraterritorial Effect Certain digital platforms located outside Thailand are subject to the royal decree and must appoint a coordinating person in Thailand. This requirement to appoint a local coordinator does not mean that overseas digital platforms have to establish their business in Thailand. Digital Platform Certification Mark The royal decree introduces an ETDA certification mark for digital platforms. Display of the mark appears not to be mandatory, but more specific rules, procedures, and other details will be prescribed at a later stage. Data Sharing The royal decree authorizes

Tilleke & Gibbins’ insurance specialists in Yangon have contributed the Myanmar overview to the Insurance and Reinsurance Global Guide, published by Thomson Reuters Practical Law. The guide is a Q&A-style overview of insurance and reinsurance law, with entries from legal experts in 47 jurisdictions worldwide. Tilleke & Gibbins’ Myanmar contribution provides a comprehensive look at the market for insurance and reinsurance in the country, and it covers the following topics: Market trends Regulatory framework Authorization – Laws and bodies, insurance intermediaries, exemptions and foreign insurers, fronting, legal forms, restrictions and insurance activities Ownership restrictions Ongoing requirements Penalties for noncompliance Sales and marketing Transfer of risk Reinsurance contracts and risk Contracts and policies – Content requirements and common clauses, implied terms, customer protections, standard policies or terms Claims – Establishing a claim, time limits, subrogation, third-party claims, insurance of punitive damages, remedies for breach of policy Dispute resolution Insolvency Tax Insurtech The Q&A closes with a brief update on the new draft Insurance Business Law to reform the Myanmar insurance market. Practical Law brings together guides to key legal practice areas around the world for business lawyers. Tilleke & Gibbins contributes many overviews on various legal practice areas for all of the firm’s jurisdictions in Southeast Asia. To read the full Myanmar overview, please visit the Practical Law website.

On December 15, 2022, Thailand’s Personal Data Protection Committee (PDPC) issued the Notification on the Criteria and Procedures for Handling Personal Data Breaches. What Constitutes a “Data Breach”? A “personal data breach” refers to a breach of security measures that causes unlawful or unauthorized loss, access, use, modification, or disclosure of personal data, resulting from an intentional, willful, negligent, accidental, unauthorized, or unlawful act, or an act related to computer crimes, cyber threats, mistakes or accidents, or any other act. The notification also classifies personal data breaches into three categories: confidentiality breach, integrity breach, and availability breach. Upon being informed of an actual or suspected personal data breach, a data controller must take the following actions: To the extent possible, assess the reliability of the information and investigate the facts related to the personal data breach, including all aspects concerning security measures, such as organizational measures, technical measures, and physical measures; Conduct a data breach assessment to consider whether the personal data breach is likely to result in a risk to an individual’s rights and freedom; Notify the Office of the PDPC, any affected data subjects, or both as required; and Take necessary and appropriate action to prevent further consequences resulting from the personal data breach. Breach Assessment When conducting a data breach assessment, the following factors must be taken into account if there is a risk to an individual’s rights and freedom. Nature and the type of data breach; Nature, type, and volume of personal data involved; Nature, type, and status of the affected data subject; Severity of the consequences of the personal data breach for any affected data subjects, and the effectiveness of the measures taken to prevent the data breach; Impact of the data breach on the operation of the business or on the public; Storage systems of the personal data involved and the relevant security measures, including organizational measures, technical

Rules for franchising in Indonesia were first published in 1997 through a government regulation and a ministerial decree, which was subsequently amended several times. The franchising regulations currently in effect are Government Regulation No. 42 of 2007 concerning Franchises and Regulation issued by the Minister of Trade No. 71 of 2019 concerning the Implementation of Franchising (MOT No. 71 of 2019). Franchises in Indonesia must meet certain criteria that distinguish them from other types of businesses, and franchising must be based on a franchise agreement governed by Indonesian law. Prior to entering into a franchise agreement, a franchisor must provide a prospectus (disclosure document) to the prospective franchisee at least two weeks before the execution of the franchise agreement so that the prospective franchisee has sufficient time to review the reputation and goodwill of the franchisor through the prospectus. The prospectus must contain various details about the franchise business, its management, its operations, and other relevant aspects. Both local and foreign franchisors must obtain a franchise registration certificate—referred to as an STPW—from the Ministry of Trade before offering their franchises to prospective franchisees. The franchisee is also required to obtain an STPW. The STPW for the franchisor is the proof of prospectus registration, while the STPW for the franchisee is the proof of registration of the franchise agreement. Franchisors and franchisees who have STPWs are required to submit reports on franchise business activities to the Ministry of Trade’s director of business development and distribution by the end of June each year. Up to three written warnings will be served on a franchisor or franchisee who does not comply with the registration requirements. A fine of up to IDR 100 million (approx. USD 6,400) will be imposed if the franchisor or franchisee fails to respond to the warnings. MOT No. 71 of 2019 on

As Vietnam’s newly amended Intellectual Property Law will take effect on January 1, 2023, the government has been working with related authorities to rapidly issue necessary decrees to guide the law’s implementation, including a decree on copyright and related rights. It is expected that this new decree will be released soon, to also take effect on January 1, 2023. The latest publicly available version of the new decree is the third draft (“draft decree”). Some major issues that are covered under the draft decree are discussed below. Definitions of terms The draft decree provides detailed definitions of some important terms; for example, publication of works is clarified as “issuing copies of works in a reasonable quantity sufficient for public access, depending on the nature of the work,” and the exact time is made clear for re-broadcasting (after the broadcast time) and relay of a program (at the same time as the broadcast time). Right to Perform a Work Before the Public Article 15 clarifies the definition of the right to perform a work in public, directly or indirectly, through sound and video recordings or any other technical means which the public can access but by which they cannot freely choose the time and part of the work, so as to distinguish it from distribution rights. The draft decree also specifies what constitutes the act of performing the work for each type of work.  Rights of Co-Authors and Co-Owners of Works Article 16 clearly distinguishes the circumstances in which (i) co-authors are also co-owners of a copyright and (ii) co-authors are not concurrently copyright owners. The draft decree further clarifies that co-owners of copyright have the right to waive the right to publish the work and property rights.  Exceptions to Copyright Infringement Article 26 provides that “reasonably copying a part of a work for personal study and research

On November 22, 2022, the Thai cabinet approved in principle the draft Liability for Defective Goods Act (the “Bill”) proposed by the Office of the Consumer Protection Board. While Thailand’s Product Liability Act B.E. 2551 (2008) deals with liability to consumers arising from unsafe products, the draft Liability for Defective Goods Act aims to ensure that consumers are well protected from defects in appliances and vehicles that might not initially be easily visible or noticed. Key Definitions The Bill applies most notably to business operators and consumers. In the Bill, a “business operator” who may potentially be liable is: a manufacturer (or its hirer) of goods for sale; or a consignee or importer who brings goods into Thailand for sale; or a seller or a hire purchase provider who cannot identify the manufacturer (or its hirer) or the importer. As opposed to the Product Liability Act, which clearly provides that all business operators in the supply chain must be jointly liable, the Bill lacks such clear guidance. This could be interpreted as meaning that under the current Bill only the business operator at the top of the supply chain who is sued in the same case as other business operators is responsible. A “consumer” is defined as a purchaser or hirer of goods from a manufacturer, including an assignee or successor of the goods from the purchaser or hirer. Scope and Application The Bill is intended to govern purchase or hire-purchase contracts for: electric appliances; electronic devices; personal cars and motorcycles; other goods that may be set out in a future royal decree issued under the act. The Bill will not apply to any purchase or hire purchase of used products or as-is products when this is clearly stated by the seller or hire-purchase provider or the auctioneer in an auction. A manufacturer will be liable for defects that existed at the time of delivery