Tilleke & Gibbins has contributed the Thailand chapter to the latest edition of the Global FinTech Guide published by Multilaw. The guide offers an overview of the legal and regulatory environment for financial technology across key jurisdictions worldwide. Prepared by leading experts from Multilaw member firms, the Global FinTech Guide explores how innovation is reshaping the financial sector and how governments and regulators are responding to emerging technologies such as digital payment services, cryptocurrencies, and online financial advisory platforms. The publication enables quick comparison of regulatory frameworks and provides detailed country-level insights for investors, startups, and established financial institutions engaging in FinTech activities. The Thailand chapter, authored by lawyers in Tilleke & Gibbins’ technology and financial services teams, outlines the country’s evolving regulatory landscape for fintech operations. It addresses the following topics: Payment services Asset and portfolio management Financial advisory and broking services (including robo-advisory and auto-trading) Trading platforms, social trading platforms, and signal following Crowdfunding, crowdinvesting, and crowdlending DLT and cryptocurrencies Loan services, factoring, loan broking, and finetrading Identification Online banking services Initial coin offerings (ICOs) and token sales Insurtech Regtech and compliance management Know-your-customer (KYC) requirements Tilleke & Gibbins also contributed the Vietnam chapter to the Global FinTech Guide. The full guide is available on the Multilaw website.

Attorneys in Tilleke & Gibbins’ regulatory affairs team have produced the Cannabis and Hemp Business Guide – Thailand, a primer on the rapidly developing cannabis industry in Thailand.

On September 29, 2025, Thailand’s Office of the Personal Data Protection Committee (PDPC Office) published its Regulations on the Review and Certification of Binding Corporate Rules B.E. 2568 (2025) (the Regulations). The Regulations provide clarity on the PDPC Office’s approach to reviewing and certifying binding corporate rules (BCRs) under Section 29 of the Personal Data Protection Act B.E. 2562 (2019) (PDPA), and aim to facilitate international data transfers within a group of undertakings or enterprises (a “corporate group”). In conjunction with this development, the PDPC Office also approved BCRs for two companies operating in Thailand on September 30, 2025. This milestone represents the first concrete progress since the PDPC’s Notification on Criteria for the Protection of Personal Data Sent or Transferred to a Foreign Country pursuant to Section 29 of the PDPA B.E. 2566 (2023) came into effect in March 2024. Some key features of the Regulations are set out below. Categorization of BCRs BCRs are classified into two types: (1) BCRs for Controllers (BCR-C) and (2) BCRs for Processors (BCR-P). The category must be clearly specified when submitting the BCRs to the PDPC Office. Documentation Requirement The applicant must prepare and submit the application (a standard template may be provided by the PDPC Office in the future) along with supporting documents for review and certification in the Thai language. If the supporting documents are in a foreign language, a certified Thai translation should be provided. The translation must be notarized by a notary public or qualified person. Supporting documents may include, among others, a binding instrument such as an intra-group agreement, or a list of entities subject to the BCRs. Expedited Process Requirement Organizations with existing BCR approvals under the EU or UK GDPR, or from countries announced by the PDPC under Section 28, may apply through an expedited process, provided they submit required documents, including

Recent events at a Thai listed company, where a proposal to remove the director was not successful, amid claims that a competitor was attempting to gain control of the company, illustrate how disputes over corporate control can unfold differently at the board level and shareholder level. At the board level, removing directors of a listed company mid-term to gain corporate control is not an easy task under Thai law, as it requires a higher threshold than appointing a new director, which typically only requires a simple majority vote in a listed company. At the shareholder level, Thailand’s tender offer and competition regimes add complexity where different shareholder groups act in concert to remove opposing board representatives or otherwise influence control. In this article, we will explore why the attempted removal of a director may fail, and how the tender offer regime may apply. Key Issues at a Glance Shareholder groups may seek to convene meetings to propose changes to board composition or company authority. Such proposals can be delayed or complicated by regulatory requirements and the need for additional disclosures. Regulatory authorities and minority shareholders may raise concerns when major shareholders coordinate to influence board control, especially if such actions could trigger tender offer or merger control obligations. Companies often respond by seeking further information on shareholder relationships and potential conflicts before proceeding. Why the Director Removal Failed Under Section 76 of the Public Limited Companies Act B.E. 2535 (as amended), the early removal of a director requires two conditions to be satisfied at the same meeting of shareholders: Headcount test: At least 75% of shareholders attending and entitled to vote must vote in favor. If multiple shareholders appoint the same person as proxy, each proxy is counted as a separate head for the purpose of the headcount test, even if only one authorized person attends

Thailand has introduced a comprehensive overhaul of its tax litigation procedures that will significantly impact how tax disputes are handled. The Regulations for Tax Cases B.E. 2568 (2025) take effect on November 24, 2025, and repeal the prior B.E. 2544 (2001) regulations in full. These regulations support the implementation of the Act on the Establishment of the Tax Court and Tax Case Procedure (No. 3) B.E. 2568 (2025), which expands the Tax Court’s jurisdiction to certain criminal tax matters. Published in the Government Gazette on October 14, 2025, the regulations have been reorganized into three parts covering civil cases, criminal cases, and forms, and are designed to accelerate proceedings, tighten evidentiary discipline, and modernize court operations. Structural Reform and Scope The prior regime governed only civil tax disputes. Under the new framework, the regulations introduce a dedicated chapter for criminal cases alongside updated civil procedures, as the Tax Court now has express authority to adjudicate specified criminal tax offenses. Select mechanisms applied in civil case proceedings, such as electronic communication, recording testimony, and appointing experts, also apply to criminal proceedings mutatis mutandis where they do not conflict with criminal procedure. Civil Cases: Evidence Submission, Deadlines, and Scheduling Parties must submit, together with the witness list, originals of all documentary evidence, media, or electronic data (such as files, USB drives, or CDs), and all physical evidence in the party’s possession. Failure to submit any original within the deadline (see below) results in a loss of the right to adduce that item at trial, subject only to narrow exceptions where submission is impossible due to force majeure or where receipt of the evidence is indispensable to the interests of justice. The practical impact is that parties are now obligated to assemble and verify all original documents and data at the very start of the case

On September 15, 2025, Thailand’s Senate approved a draft amendment to the Labor Protection Act (LPA), which is currently awaiting publication in the Government Gazette. The amendment, which will take effect 30 days after publication, extends labor protections to certain service contractors working for state entities, enhances maternity and spousal support leave, and updates employer reporting obligations. Expanded Protections for State-Contracted Service Providers The amendment adds a section to the LPA that extends core labor protections to individuals engaged by government bodies under service contracts. This provision covers workers hired by central, regional, and local government agencies; state enterprises governed by the State Enterprise Labor Relations Act; public organizations; and other state agencies when these entities retain individuals under service procurement contracts (or similar arrangements) and exercise supervision, direction, and control over their work. In such cases, the hiring agencies must provide terms no less favorable than those required under the LPA for remuneration, weekly holidays, traditional holidays, annual leave, sick leave, maternity leave, working days and hours, and rest periods. Ministerial regulations will establish specific criteria for implementation. Disputes regarding rights and duties under this provision will fall under Labor Court jurisdiction. This change aligns the treatment of controlled service contractors with that of regular employees, addressing a longstanding coverage gap in the public sector. Enhanced Maternity Leave and New Caregiving Provisions The amendment includes a maternity leave entitlement of up to 120 days per pregnancy (an increase from the previous 98 days), unless otherwise prescribed by royal decree, and also introduces a new postnatal caregiving leave for mothers in complex medical situations who have used their childbirth leave, granting up to 15 additional days to care for children who are at risk of complications, have abnormalities, or have disabilities. This supplemental leave requires support from a medical certificate issued by a modern medicine

AI-generated songs are now making waves in Vietnam on platforms like TikTok, with tracks such as “Say mot doi vi em” quickly gaining popularity and sparking widespread attention. This phenomenon raises a host of legal and ethical questions: Who is the author of these songs? Can they be protected by copyright? Who is responsible if there is an infringement? These questions are becoming increasingly urgent as AI music becomes more mainstream in Vietnam. Copyright Protection for AI-Generated Music in Vietnam Under current Vietnamese law, copyright protection is reserved for works that bear the mark of human creativity. The 2022 amendments to Vietnam’s Intellectual Property Law reaffirm that only works created by humans are eligible for copyright. In practice, if a human meaningfully contributes to the creative process—by providing prompts, making selections, editing, or arranging—their contribution may be protected. However, if a song is generated entirely by AI without significant human input, it is unlikely to qualify for copyright protection. When an AI-generated song does not qualify for copyright protection, the question arises as to whether the person who writes the prompts, edits, or compiles the work can still be considered the owner of an asset under the Vietnamese Civil Code. According to Article 105 of the Civil Code 2015, assets include objects, money, valuable papers, and property rights. While AI-generated music that is not protected by copyright is not considered money or valuable papers, it may be regarded as an object (in the form of a digital file or recording) or as a property right if it can be possessed, used, transferred, or exploited for value. Use of AI-Generated Works Without Copyright Protection If a song is not protected by copyright, does that mean anyone can use it freely? Not necessarily. The absence of copyright does not mean the work is entirely free of

The Thai Arbitration Institute (TAI), a division of Thailand’s Office of the Judiciary, has taken a step toward harmonizing the tools available for dispute resolution. On August 8, 2025, the institute formally launched the TAI Mediation Center (TAI-MC). Although the amendments to TAI’s Arbitration Rules that will govern the TAI-MC have not yet been finalized, the framework now under consideration suggests that TAI is positioning itself to become a more attractive venue for commercial dispute resolution. In the regime contemplated under the current version of the amendments, TAI proceedings will adopt an “arbitration-annexed mediation” mechanism—commonly termed the “Med-Arb” model—while preserving the procedural safeguards indispensable to arbitral neutrality. Mediation will be entrusted to a separate, dedicated mediator appointed under the TAI-MC who is precluded from serving on the arbitral tribunal in the same matter. By clearly separating the functions of mediator and arbitrator, the institute eliminates any risk that confidential information disclosed during mediation could influence the adjudicatory outcome if the parties do not settle. Only when all parties subsequently make a request may that same mediator assume arbitral duties in the case. The parties will retain substantial autonomy in selecting the mediator. They may either designate a mediator by mutual consent or invite the TAI-MC to appoint one from its authorized panel. TAI has announced its intention to curate that panel with particular emphasis on commercial expertise and cross-cultural negotiation skills, supplemented by ongoing professional training. Where the parties cannot agree on remuneration, the mediator’s fee will default to a tariff comparable to the TAI-MC’s cost schedule, which under the current version of the amendments will be approximately THB 45,000 for disputes in which the aggregate claims do not exceed THB 10 million, with incremental increases tied to higher claim values. This predictable cost matrix is aimed at enhancing transparency and