Author: Ryan Crowley

In Thailand it is not necessary for an employment contract to be signed between an employer and an employee in order for a legally recognized employment relationship to be formed. Indeed, such legal relationship can be created by the actions of the parties when a person performs work for another party and such party pays wage in return for such work. Even though the parties don’t enter into a signed employment contract, the legal relationship between them is still governed by applicable Thai law including the Labour Protection Act B.E. 2541 (1998) and the Civil and Commercial Code (especially sections 575-586 Hire of Services). If the parties wish to have more comprehensive legal protections apart from those provided under the law then it is advisable that they ensure that a suitably drafted employment contract is made. When using an employment […]

Over the years, our firm has been contacted by many foreigners who have had a family member living in Thailand who passed away. Those who died in Thailand often had various assets in the Kingdom, such as bank accounts, real estate (such as a condominium) and vehicles etc and the foreigner’s relatives now had to navigate the Thai legal system in order to finalize their estate with respect to such property located in the Kingdom. This article shall cover some of the more important matters which surviving relatives should be aware of before embarking on this journey. Death Certificate If your relative has died in Thailand then one of the key documents which you are going to need is the death certificate. This is issued by the Thai Government and will state various details of the deceased including their full […]

Applying for a Foreign Business License (FBL) under Thailand’s Foreign Business Act B.E. 2542 (1999) (FBA) is one option for foreigner’s to be able to have majority ownership of a company limited which is involved in business activities listed in List 3 of the FBA. Before applying for a FBL there are a number of important details which foreign investors should be aware of so that they can avoid problems and delays and be better prepared for the process. This article shall provide a brief overview of several key issues which foreign investors should be aware of before they apply for a FBL. Permitted Business Activities under List 3 of the FBA One of the most important things which should be considered at the beginning is whether the applying company will be able to apply for a FBL. In order […]

After a company limited is legally formed, its shareholders or directors may wish to change its name for any number of reasons such as for branding purposes, to reflect a change in ownership or because the name is unsuitable or outdated. Before taking such a step, the shareholders and directors of a company should be mindful of several important matters including the process to implement such change as well as other tasks that will need to be done following the name change process. This article shall provide a general overview of the name change process (according to Thai law) as well as other relevant matters which the company’s key stakeholders should consider. Company Limited Name Change Process For a normal company limited with no specific name change restrictions in its Articles of Association, the process to amend its name is […]

Currently, cryptocurrencies and digital tokens are being used as a fundraising tool through digital token offerings. As a medium of exchange, they can also be traded in cryptocurrency and digital token exchanges. In Thailand, the Emergency Decree on Digital Asset Businesses B.E. 2561 (2018) (the ‘Emergency Decree”) was passed to provide a legal mechanism to control this emerging sector of the economy given its significant growth and the risks it posed to the public from money laundering and fraud. This article shall provide a brief overview of the Emergency Decree and some key matters it covers. According to Section 3 of the Emergency Decree the terms ‘cryptocurrency’ and ‘digital token’ are defined as follows: ‘Cryptocurrency’ means “an electronic data unit created on an electronic system or network for the purpose of being used as a medium of exchange for the […]

In the current economic environment, many investors are looking at buying or selling a company or its assets in Thailand. In relation to such transactions, there are a number of key steps which the parties should ordinarily follow. This article provides a basic overview of the main steps and key matters which buyers and sellers should be aware of at each stage. Step 1 – Parties to enter into a MOU or Letter of Intent The Buyer and Target Company enter into a MOU or preliminary arrangement such as a Letter of Intent (LOI) to discuss the purchase of the company/ asset and initial issues such as:      1. Due diligence by the buyer of the Target Company/ asset (through its lawyers, accountants and financiers) and the sharing of access with such parties and how such information shall be shared. Tip: […]

Every private limited company in Thailand must be managed by one of more directors who are under the control of the general meeting of the shareholders and in accordance with the Articles of Association (AoA) of the company. Company directors of a private company are important persons given that through the Board of Directors (BoD) they have the power to make many key decisions as well as fulfil a number of important functions such as the execution of documents and agreements on behalf of the company.1 This article shall provide an overview of key issues relating to appointing and removing a director from a private limited company including how each can be accomplished and legal issues to consider before making such changes to the directorship. Appointing a director to a private limited company in Thailand A director can be appointed […]

In Thailand, the main ways an employment agreement are terminated are through employee resignation or the employer terminating the employee either with or without cause. However, another way in which an employee-employer relationship can be terminated is through a mutual separation agreement whereby both parties (employer and employee) mutually agree to terminate the legal employee-employer relationship. In this article, we shall discuss several key issues relating to this type of contract as well as what topics should be covered in such agreements. What is the key benefit to employers if they mutually terminate the employee relationship with their employee? The key advantage to mutual termination is that it can help to prevent an employee claiming unfair termination compensation from their employer after termination takes effect. However, it is worth noting that even after an employee signs such an agreement which […]