Mergers and Acquisitions in Thailand

For international investors and domestic corporations alike, Thailand's mergers and acquisitions (M&A) market has matured into a sophisticated environment driven by digital transformation, energy transition, and resilient cross-border capital flows. As deal structures become more complex and regulatory oversight tightens, understanding the legal framework, strategic pathways, and emerging trends is essential for successful execution in 2026.

This comprehensive guide examines Thailand's M&A landscape, covering regulatory frameworks, transaction structures, foreign investment regimes, and the evolving role of transaction insurance, with detailed insights from recent legal developments.

Part I: Market Overview and Key Trends in 2026

Thailand's M&A market demonstrated resilience in 2025, with deal activity concentrated in industrials, technology, media and telecommunications (TMT), energy, and real estate sectors . Cross-border investment remained significant, reflecting Thailand's continued role as a regional manufacturing, logistics, and digital infrastructure hub within Southeast Asia.

Key Drivers of M&A Activity

Digital infrastructure has emerged as a primary focus, with Chinese investment in data centres continuing and expected expansion into renewable energy and related sectors . Investors are becoming more selective, targeting scalable, income-generating assets with long-term growth visibility.

Traditional sectors remain active, including TMT, real estate, and hospitality, alongside a growing shift towards future-oriented sectors such as renewable energy and other technology-driven businesses . The energy transition has become particularly prominent, with renewable energy projects attracting significant strategic investment.

Outbound investment is expected to remain concentrated in energy, power, and natural resources, driven by the need to secure long-term supply and diversify revenue streams. Meanwhile, deal structures are becoming more flexible, with joint ventures, venture capital investments, and strategic alliances increasingly used as preferred entry routes, allowing investors to manage risk while limiting upfront capital commitments .

High-Profile Transactions in 2025

Several notable transactions shaped the market landscape. Italian-Thai Development Public Company Limited completed the sale of its 46.64% stake in ITD Cementation India Limited to Renew Exim DMCC, valued at approximately THB 11.8 billion ($351 million) . This cross-border disposal formed part of ITD's capital management and strategic realignment efforts.

Berli Jucker Logistics entered a joint venture with DHL Supply Chain (Thailand) to elevate logistics operations to global standards, particularly targeting high-growth sectors including healthcare and animal health business, where logistics operations require specialized infrastructure and temperature-controlled distribution .

In the renewable energy sector, major shareholder Ms Wandee Khunchornyakong completed an additional acquisition of approximately 95 million shares (8.9%) of SPCG Public Company Limited, valued at around THB 1,258 million ($36 million), reinforcing long-term commitment to the renewable energy platform .

Part II: Fundamental Transaction Structures

Share Deal vs. Asset Deal

The foundational decision in any M&A transaction is whether to structure the deal as a share acquisition or an asset acquisition. Each structure carries distinct legal, tax, and liability implications .

Share Deal: Under a share acquisition, the buyer purchases shares in the target company, acquiring the entire entity—including all its assets, contracts, employees, and liabilities. This structure is easier to implement but requires thorough due diligence to identify hidden risks . Indemnities and warranties must be incorporated in the share purchase agreement. The transfer of shares is subject to stamp duty at the rate of 0.1% of the greater of the transfer value or the par value.

Asset Deal: An asset acquisition allows the buyer to select specific assets and operations, leaving unwanted liabilities with the seller. This provides a cleaner liability profile but involves more moving parts: employee transfers require consent, licenses may need re-application, and multiple government registrations are triggered simultaneously . The transfer of assets is normally subject to value-added tax (VAT), and certain transactional documents are subject to stamp duty.

Entire Business Transfer (EBT) : Under the Thai Revenue Code, a company may conduct an entire business transfer, under which the business and liabilities of one company are transferred to another through a share swap. If all conditions are met, the entire business transfer can be tax-free . Real-world experience shows that selecting EBT over a standard asset sale can save significant tax—one company reportedly saved THB 2 million by choosing this structure .

Comparison of Key Tax Implications:

Structure	Tax Impact
Asset Deal	7% VAT + land fees + specific business tax + corporate income tax
Share Deal	0.1% stamp duty + corporate income tax on gains
Entire Business Transfer (EBT)	Exempt across the board when conditions are met

Source: Wise Equity Legal Counsel, 2026

Amalgamation and Merger

Thailand has an amalgamation process under the Civil and Commercial Code, where two companies can merge to form a new company. This transaction should be free from Thai corporate income tax, but any tax losses in either of the original companies will be lost. Both original companies are dissolved as part of the amalgamation process. However, the merger regime has not been widely adopted due to lack of knowledge and uncertainty surrounding the related rules and regulations .

Joint Venture Structures

A joint venture company can be established between companies (either between a foreign company and a Thai company, between foreign companies, or between Thai companies) to operate a business in Thailand. Joint ventures are often established to comply with Foreign Business Act requirements where foreign companies wish to engage in restricted businesses .

Part III: The Regulatory Framework for M&A

Civil and Commercial Code (CCC)

The CCC plays an important role in private M&A transactions, governing corporate restructuring, shareholder rights, and contractual obligations. In some cases, it is advisable to consult with the registrar when deal structures are complex .

Foreign Business Act (FBA)

The FBA is the most important regulation for foreign companies conducting M&A transactions in Thailand. It restricts and prohibits foreign nationals and companies from engaging in certain business activities, including most service businesses .

Under the FBA, a "foreigner" is classified as:

A foreign individual
A company incorporated outside Thailand
A company incorporated in Thailand that is majority-owned by foreign individuals or foreign companies (50% or more foreign shareholding)

Therefore, in many cases, foreign companies are prohibited from holding more than 49% of shares in a Thai company operating in restricted business activities .

Securities and Exchange Commission (SEC) Regulations for Listed Companies

New Material Transaction Rules (Effective July 1, 2026) : Thailand's SEC has issued a new regulation on material transactions (MTs) that will significantly impact M&A involving listed companies . Key changes include:

Expanded scope: The definition of MTs now expressly covers financial assistance (lending, granting credit, providing guarantees) and certain lease and business lease arrangements not in the ordinary course of business .

Lowered approval thresholds: The shareholder approval triggering threshold has been reduced from 50% to 25% in general cases, meaning more transactions may now require shareholder approval. For companies with negative net assets or operating losses, the threshold is even lower at 10% where the transaction may have an adverse impact .

Minority veto mechanism: The new regulation introduces a clearer minority protection mechanism. If the audit committee or the independent financial advisor opines that shareholders should not approve the transaction, the transaction cannot proceed if shareholders holding at least 10% of the voting rights present object to it .

Extended aggregation period: The aggregation period for determining whether multiple transactions exceed thresholds has been extended from 6 months to 12 months, but aggregation is now required only for transactions that are related or form part of the same project .

Progress reporting: After obtaining shareholder approval, the company must disclose progress reports every six months until the transaction is completed .

Trade Competition Act (TCA)

Since coming into force in 2018, the TCA has played an important role in M&A transactions. Any transaction meeting the requirements under the TCA must comply with its provisions to obtain either pre-approval or post-notification .

Pre-approval (mandatory with suspensory effect) : Required when the transaction would create a monopoly or result in the acquirer having a dominant position in a Thai market. Dominant position is defined as: (a) market share exceeding 50%, or being among the top three with combined market share exceeding 75% (provided the company's own share is not less than 10%); and (b) revenue exceeding THB 1 billion .

Post-notification (mandatory but non-suspensory) : Required when the parties have horizontal business overlap and combined revenue in the overlapping market exceeds THB 1 billion .

The Trade Competition Commission must complete its review within 90 days, extendable by 15 days. Operators may appeal the TCC's decision to the Administrative Court within 60 days .

Labour Protection Act (LPA)

In share acquisition transactions, there is no requirement to obtain prior consent from employees, as the employer entity remains unchanged. However, in asset acquisitions involving the transfer of employees, the LPA provides that all rights, duties, and privileges of employees are assumed by the new employer, and the transfer of employment requires employee consent. If an employee does not consent and the existing employer ceases operations, it is deemed that the employment contract is terminated, and such employee is entitled to severance pay from the existing employer .

Part IV: Foreign Investment Regimes and Ownership Structures

Foreign investors have three principal mechanisms for majority or full foreign ownership in Thailand :

1. US-Thailand Treaty of Amity

Under this bilateral treaty, US individuals and entities may hold majority or full ownership in most sectors without a foreign business licence (FBL), subject to exclusion from certain sensitive activities such as land trading and communications .

Key features:

Limited to qualified US nationals and US-majority companies
Modifies foreign ownership restrictions in eligible sectors
No automatic tax incentives; standard corporate income tax applies

2. Board of Investment (BOI) Promotion

The BOI offers promotional privileges to foreign investors in targeted sectors, including up to 100% foreign ownership, exemption from FBL requirements for restricted businesses, and tax and non-tax incentives .

Key features:

Statutory incentive regime under the Investment Promotion Act
Time-limited corporate income tax exemptions and import duty benefits
Requires demonstration of technology transfer, local employment, or alignment with development policies

Activities are classified into groups from A1+ (deep technology) to Group B (non-tax incentives only), with higher-priority activities receiving more generous benefits .

3. Foreign Business License (FBL)

For investors not eligible for Treaty or BOI pathways, a Foreign Business License may be obtained under the Foreign Business Act, allowing foreign-majority companies to conduct restricted activities upon ministerial approval .

Key features:

Regulatory permission requiring ministerial approval
No tax incentives; operates within the standard tax regime
Suitable for activities restricted under FBA Schedule 3 where BOI incentives are unavailable

Other Exemptions

IEAT promotion: Entities operating within industrial zones administered by the Industrial Estate Authority of Thailand may be eligible for similar foreign ownership privileges, including land ownership rights .

Part V: The Role of Transaction Insurance

Warranty and Indemnity (W&I) insurance is no longer ancillary to M&A transactions—it is fast becoming a key enabler of deal execution, enhancing deal certainty and enabling parties to proactively manage transactional risks .

Key Developments

W&I insurance is now influencing deal architecture from the outset, not merely serving as post-signing protection. Key trends include:

Strategic integration: W&I policy considerations are shaping Share Purchase Agreement (SPA) drafting. Due diligence is being scoped with underwriting in mind, and negotiation of risk allocation provisions is heavily guided by insurance coverage parameters .

Competitive advantage: In competitive processes, sellers are hardwiring insurance into the process early on, while bidders are entering auctions with a clear insurance strategy, whether or not the process has W&I insurance baked in .

Mature claims experience: The emphasis has shifted from "will insurers pay?" to "how claims are documented, substantiated, and managed." Process and precision matter more than ever .

Contingent Risk Insurance

Beyond W&I, bespoke insurance structures are increasingly used to ring-fence identified issues such as tax contingencies, litigation, and other known risks. Structured risk transfer is being effectively used to bridge valuation gaps and protect balance sheets, particularly in regulated and cross-border deals where certainty comes at a premium .

Part VI: Due Diligence and Legal Readiness

Comprehensive Due Diligence

Proper due diligence is essential for M&A success and should encompass financial, tax, legal, commercial, IT, integrity, and environmental, social, and governance (ESG) aspects . This holistic examination serves to pinpoint potential risks and develop effective mitigations.

Due diligence practices have evolved, with greater focus on regulatory compliance, particularly data protection requirements under Thailand's Personal Data Protection Act .

Legal Readiness as a Deal Determinant

Legal readiness is increasingly recognized as a deal determinant. In May 2026, Wise Equity Legal Counsel delivered a presentation to Thai startups emphasizing that legal readiness isn't a compliance checkbox—it determines whether a deal actually closes .

A surprising number of M&A deals fail not because the business was bad, but because the documentation was inadequate. Proper legal preparation, including clear corporate records, intellectual property registrations, material contract documentation, and employee record organization, is essential for successful deal execution .

Part VII: Acquisition Funding and Tax Considerations

Funding Structures

An acquirer must decide whether to fund the acquisition vehicle with debt or equity .

Debt funding: The advantages of using debt include the deductibility of interest for tax purposes and ease in repatriating the investment via repayment of principal. Thailand does not have thin capitalization rules. However, the payment of dividends is not deductible, and returns of capital can be onerous and time-consuming.

Equity funding: Using equity may not be attractive since dividends are not deductible for tax purposes in Thailand and cannot be distributed unless the company is profitable. A return of capital (equity) is also more difficult than repaying a loan.

Tax Structuring

Tax implications play a vital role in shaping deal structures in Thailand. Fixed pricing remains traditional, particularly for large-scale transactions, as they provide greater deal certainty, facilitate faster execution, and minimize the need for post-completion adjustments .

Part VIII: Proposed Regulatory Changes

FBA Amendments

Proposed amendments to the Foreign Business Act concerning exemptions from foreign ownership restrictions for certain types of businesses are under consideration . The incoming Cabinet will have statutory authority to determine whether and how the amendment process should continue.

Trade Competition Act Amendments

A proposed amendment to the TCA was considered by a special committee, but parliament was dissolved before completion. The incoming Cabinet will determine whether to continue consideration of the amendment .

Omnibus Law

A forthcoming omnibus law covering land use, construction permits, and investor visas is expected to accelerate strategic infrastructure and green-economy projects .

Conclusion

Mergers and acquisitions in Thailand have entered a more sophisticated phase in 2026, characterized by greater complexity, heightened regulatory scrutiny, and more disciplined capital deployment. The legal framework—encompassing the Foreign Business Act, Trade Competition Act, SEC regulations, and the Civil and Commercial Code—requires careful navigation.

For foreign investors, understanding the distinct pathways for majority ownership (Treaty of Amity, BOI promotion, or Foreign Business License) is fundamental to successful market entry. The choice between share and asset acquisitions carries significant tax and liability implications that must be evaluated at the term sheet stage.

Transaction insurance has evolved from a defensive measure to a strategic tool that shapes deal architecture and enhances bid competitiveness. As competition intensifies and transactions become more complex, strategic deployment of insurance solutions will be a key differentiator in achieving successful outcomes.

Successful M&A in Thailand now requires not only sound commercial strategy but also meticulous legal preparation, thorough due diligence, and a clear understanding of the regulatory landscape. With proper structuring and professional guidance, Thailand remains a compelling destination for strategic investment in Southeast Asia.