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INSIGHTS

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We provide you with all of the latest legal developments in Southeast Asia, ensuring that you have the up-to-date knowledge you need to navigate the ever-changing legal landscape affecting your business. You can browse our entire library of publications below, and email [email protected] to sign up for updates that are relevant to your interests, delivered straight to your mailbox, as they emerge.

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February 13, 2025
The Contract Committee of Thailand’s Office of the Consumer Protection Board has issued a notification updating the stipulation that any sale of a new vehicle or motorcycle requiring an upfront deposit from the consumer for reservation purposes is now classified as a contract-controlled business. Titled “Requiring Reservation Agreements for New Vehicles and Motorcycles to be Contract-Controlled Businesses B.E. 2567,” the notification takes effect on February 19, 2025, and supersedes the previous notification from 2008, which applied only to “vehicles” (excluding motorcycles). Key changes and requirements introduced by the new notification include: Inclusion of electric vehicles and motorcycles. The notification now extends beyond traditional vehicles powered by combustion engines to include those powered by electricity. It also covers motorcycles powered by both combustion engines and electricity. Definition of order deposit. An order deposit is defined as any money or benefit provided by the consumer to reserve a vehicle or motorcycle. It is distinct from a security deposit and is solely for reservation purposes. Standardized order deposit agreement. Order deposit agreements must be in Thai and clearly visible and readable. Business operators must use the template prescribed by the notification to ensure compliance with the standardized terms and conditions. This extends to both physical and electronic agreements and includes transactions facilitated by digital platform providers. Specification of delivery date. Agreements must specify the exact date, month, and year for delivery, unlike the previous requirement for only an estimated delivery date. Detailed deposit collection description. Agreements must outline the method of deposit collection, providing more specificity than the general description required previously. Prohibited terms. Agreements must not include: Limitation or exclusion of liability for the business operator’s faults. Provisions allowing the business operator to change the delivery date or conditions to the consumer’s detriment. Provisions allowing the business operator to terminate the agreement without the consumer’s fault or breach of material terms. Provisions
February 12, 2025
Tilleke & Gibbins’ anticorruption team in Bangkok has authored the Thailand chapter of the newly released Anti-Bribery & Corruption 2026, published by Lexology Panoramic. This global guide provides a comparative overview of antibribery and anticorruption regimes across multiple jurisdictions. The Thailand chapter addresses the following key areas: Relevant international and domestic law: International anticorruption conventions, foreign and domestic bribery laws, successor liability, civil and criminal enforcement, out-of-court resolution and leniency mechanisms Foreign bribery: Legal framework, definition of foreign public officials, gifts, travel and entertainment, facilitating payments, payments through intermediaries, individual and corporate liability, private commercial bribery, defenses, enforcement authorities, enforcement trends, prosecution of foreign companies, sanctions, recent decisions and investigations Financial record-keeping and reporting: Applicable laws and regulations, disclosure of violations or irregularities, prosecution under accounting legislation, penalties for record-keeping violations, and tax deductibility of domestic or foreign bribes Domestic bribery: Legal framework, scope of prohibitions, definition of domestic public officials, gifts, travel and entertainment, facilitating payments, public official participation in commercial activities, payments through intermediaries or third parties, individual and corporate liability, private commercial bribery, defenses, enforcement authorities, enforcement trends, prosecution of foreign companies, sanctions, recent decisions and investigations Updates and trends: Key developments over the past year The Thailand chapter outlines recent developments in anticorruption enforcement, including significant cases involving multinational corporations and continued operations targeting transnational fraud networks along the Myanmar border. It also provides an overview of Thailand’s legal framework for addressing domestic and foreign bribery, including the Organic Act on Anti-Corruption B.E. 2561 (2017). The full Thailand chapter is available as a PDF through the button below. Readers may also register for 30 days of complimentary access to the complete Anti-Bribery & Corruption 2026 guide and other Lexology Panoramic publications through this link.
February 11, 2025
On January 24, 2025, the prime minister of Vietnam issued Decision No. 232/QD-TTg, approving the proposal for establishment and development of a carbon market in Vietnam. The decision establishes a compliance mechanism for greenhouse gas (GHG) emitters and creates opportunities for investors interested in carbon trading in Vietnam. Market Development Roadmap Decision 232 establishes a phased approach to developing Vietnam’s carbon market, with the following ambitious milestones: Before June 2025 (preparation period): The legal framework for trading of emissions quotas and carbon credits and a carbon-credit offset exchange mechanism will be developed, along with the necessary infrastructure for organization and operation of the carbon-credit market. From June 2025 to the end of December 2028 (pilot period): A pilot domestic carbon exchange will be launched, with continued legal refinements. From 2029 (official launch period): The carbon market will be fully operational. Carbon Market Structure and Trading Mechanisms Vietnam’s carbon market will function as a centralized, government-regulated exchange, trading two main assets: GHG emissions quotas (allowances) allocated to regulated emitters, which can be traded or auctioned; and Carbon credits generated from domestic and international projects that are certified for trading. The carbon credits generated from international projects include those originating from international exchange or offset-crediting mechanisms such as the Clean Development Mechanism (CDM), the Joint Credit Mechanism (JCM), and Article 6 of the Paris Agreement. The National Registration System for GHG emissions quotas and carbon credits will be primarily developed and operated by the Ministry of Natural Resources and Environment. Transactions of GHG emissions quotas and carbon credits will occur on the domestic carbon exchange, managed by the Hanoi Stock Exchange, and will follow a centralized process where verified quotas and credits receive unique domestic codes for trading and participants must have depository accounts. The Vietnam Securities Depository and Clearing Corporation will handle registration, depository, and payment services. Automated systems will process
February 7, 2025
Vietnam’s political system is currently undergoing a significant reorganization to streamline government operations and improve efficiency. In this regard, Plan 141/KH-BCDTKNQ18, issued on December 6, 2024, provided guidelines on the restructuring of existing ministries, ministerial-level agencies, and government-affiliated agencies. Accordingly, the number of ministries is being reduced from 18 to 14 through mergers and consolidations and the establishment of a new Ministry of Ethnic and Religious Affairs. The number of ministerial-level agencies is being reduced to three, and government-affiliated agencies to five. Similar streamlining is happening at provincial levels. The newly consolidated state agencies will assume all functions, rights, and responsibilities of the merged entities, and will continue handling all ongoing matters previously handled by the former agencies. Some examples of these changes include the following: The Ministry of Science and Technology (MOST) will oversee telecommunications, IT applications, cybersecurity, e-transactions, and national digital transformation, which had previously been managed by the Ministry of Information and Communications (MIC). MOST will also be responsible for issuing licenses related to these areas, such as licenses for G1 online game services and telecommunication services. The Ministry of Culture, Sports, and Tourism will assume the responsibility of press management, previously under the MIC. The Ministry of Finance will assume state management functions related to investment, previously handled by the Ministry of Planning and Investment. Provincial Departments of Finance will issue Investment Registration Certificates and Enterprise Registration Certificates, a responsibility previously held by the Departments of Planning and Investment. The Ministry of Home Affairs will oversee labor and employment matters. Provincial Departments of Home Affairs will be authorized to issue work permits and will be the designated authorities for companies to register their internal labor regulations. Advantages for Businesses The restructuring aims to simplify regulations and expedite licensing processes. By reducing the number of agencies and streamlining their functions, businesses can
February 6, 2025
The Thai government has proposed amendments to the Gambling Act B.E. 2478 (1935), aiming to address the growing influence of online gambling activities and strengthen regulatory oversight. These amendments, if enacted, would introduce significant changes, particularly concerning online gambling operators, participants, and related advertising activities. The draft amendment is currently in the public hearing process, which is scheduled to conclude on February 14, 2025. Key highlights of the proposed amendments are discussed below. Online Gambling In the proposed amendment, “online gambling” refers to gambling via a computer system or electronic system either through the internet or through remote communication. Organizing, participating in, or engaging in any type of online gambling is prohibited unless authorized by the competent authority. This opens the door for the authorization of casino-style online gambling in Thailand. However, the proposed amendment also imposes strict penalties on both operators and gamblers engaging in unauthorized online gambling: Anyone who organizes unauthorized online gambling is subject to imprisonment for 7–12 years. This penalty also applies to those responsible for managing electronic systems or tools used to facilitate gambling, as well as anyone involved in advertising, promoting, or deceiving others, either directly or indirectly, to engage in online gambling without proper authorization. Any person who engages in unauthorized online gambling is subject to imprisonment for 1–3 years. Dealers, supervisors of gambling or gambling activities, runners conveying wagers or other betting information, and owners of premises who knowingly permit such unauthorized activities are subject to imprisonment for 5–7 years. Penalties for Unauthorized Offline Gambling Operators The proposed amendment revokes the previous penalties under the Gambling Act and proposes stronger penalties. Both the original penalties and the proposed replacements depend on the type of gambling activity under the law, which classifies gambling activities into two types—list A and list B. List A includes many gambling types that are less common, while
February 5, 2025
Exchangeable bonds (EBs) are uncommon financial instruments in the Thai market and differ from convertible bonds, which allow conversion into newly issued shares. EBs, on the other hand, are an alternative way of raising funds but are not defined under Thai rules and are typically not offered in Thailand. Instead, a major shareholder of a Thai-listed company uses an offshore vehicle company to issue EBs backed by its trading shares in a Thai-listed company. The exchange price usually includes a premium over the reference price. This method enables the major shareholder to monetize holdings efficiently while maintaining flexibility in financial management through funds raised without relying on traditional loans. Share Price Impact In one recent case involving the issuance of EBs backed by Thai listed shares, the share price of the underlying company got hit significantly. Some critics may view EB issuance as harmful to minority investors while providing advantages to the EB issuer because the potential conversion can lead to an increase in the supply of the company’s shares in the market, since the bondholders converting EBs often sell those shares in the market. This may exert downward pressure on the share price due to the higher supply of shares available for trading. Meanwhile, the advantages of issuing EBs seem to be fundraising at a lower cost for the major shareholders to the detriment of minority investors in a listed company. The anticipation regarding impending conversions can also affect investor sentiment, leading to increased volatility in the share price. Some may view the issuance of EBs as having a positive side since this typically offers a higher conversion price compared to the current trading price, but whether it will undergo future growth would still largely depend on the market’s confidence in the stock price, and disclosures play a crucial role in
February 3, 2025
On January 28, 2025, the Office of the Personal Data Protection Committee (PDPC) hosted Data Privacy Day 2025, bringing together over 1,000 participants from both the public and private sectors. The event underscored the importance of personal data protection and aimed to raise nationwide awareness while fostering a culture of compliance. During the event, the PDPC reaffirmed its commitment to strengthening Thailand’s data protection framework to align with international standards. The initiative also emphasized the collective goal of achieving zero data breaches. During the first session of the event, Mr. Prasert Jantararuangtong, deputy prime minister and minister of digital economy and society, delivered a speech highlighting the role of personal data protection in fostering Thailand’s digital economy. He emphasized that strong data protection measures enhance business credibility, build consumer trust, and attract foreign investment. He also addressed the PDPC’s “zero data breach” policy and the ongoing issue of data leaks, which have been exploited by call-center scam operations to deceive the public and cause financial harm. Additionally, Mr. Prasert announced that the Thai cabinet has approved a draft amendment to the Emergency Decree on Cyber Crime Prevention and Suppression B.E. 2566 (2023), commonly referred to as the “Cyber Crime Decree.” The draft will now proceed to the Council of State for review before its official enactment. Key provisions of the amendment include holding financial institutions, telecom providers, and social media platforms accountable for technology-related crimes; requiring compensation for victims; and enforcing stricter security measures. Cyber offenses, including personal data trading, face harsher penalties of up to THB 5 million in fines or five years of imprisonment. Authorities are also empowered to suspend suspicious SIM cards for committing illegal activities and expedite monetary refunds for victims without court approval. In the second session, the Office of the PDPC presented its 2024 Privacy Maturity
February 3, 2025
Thailand’s aim of hosting entertainment complexes that include casinos is moving forward with the cabinet’s approval in principle of the draft Entertainment Complex Business Act on January 13, 2025. In fact, Thailand has studied the pros and cons of allowing the operation of entertainment complexes since March 2019. Though the initial surge of global interest died down during the COVID-19 pandemic, the country renewed its efforts with the recent draft law. This is part of the government’s aim of bringing parts of the informal economy (or shadow economy) and the underground economy—estimated to be more than 50% of Thailand’s GDP—into the revenue system. While many authors have provided analyses of the bill’s contents, this article explores how the enforcement of the Entertainment Complex Bill after its passage would relate to various aspects of intellectual property (IP) in the casino business in the context of Thai law. Below are some examples of the potential effects of the draft legislation on IP rights in Thailand. Public Order and Public Policy Under Thai law, contradiction of public order, good morality, or public policy is grounds for denying IP protection. With the eventual passage and enforcement of the Entertainment Complex Bill, IP rights related to gaming that used to be regarded as contrary to the public order and received no protection under the current law would become eligible for legal protection and considered registrable under the law. This is similar to what happened recently with cannabis in Thailand. Legalization of cannabis opened up pathways for trademark and patent protection in this industry. IP in the casino industry encompasses a wide range of assets, including patents, trademarks, copyrights, and trade secrets. These IP rights protect the unique features of casino games, gaming machines, software, and branding elements. For instance, in Thailand patents can cover technical solutions when connected to