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Corporate, Investment & Capital Markets

Company formation, foreign investment, compliance and IPO legal due diligence.

We provide end-to-end services from incorporation and investment structuring to the capital markets, with a long track record in IPO legal due diligence, lawyer certification and underwriter review.

  • Company formation and foreign direct investment (FDI)
  • Corporate governance and compliance
  • IPO legal due diligence and lawyer certification
  • Private placements, capital increases and bond issuance

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November 7, 2026

Thai FDA Approval 2026: How a US or Foreign Brand Gets Food, Dietary Supplements, Cosmetics and Medical Devices Registered in Thailand, Timelines, Penalties and Document Legalisation

What a US or other foreign brand has to do before its food, dietary supplements, cosmetics or medical devices can be sold in Thailand in 2026: the Thai FDA licences and registrations for each product class, why the applicant must be a Thai company and who should hold the registration, the cosmetic notification (3 years), the food import licence and 13-digit serial number, the four medical device classes and the concise route for devices already approved by the US FDA, criminal penalties with section numbers, which US export certificates to obtain, and how to legalise US documents until Thailand's apostille regime starts on 28 February 2027.

November 3, 2026

Factory Land in Thailand for Foreign Manufacturers 2026: Why You Are Not Limited to a 30-Year Lease, the 50-Year Industrial Lease, BOI and IEAT Ownership and the Registration Trap

Foreigners cannot own land in Thailand, but a foreign manufacturer is not limited to a 30-year lease. Under the Hire of Immovable Property for Commerce and Industry Act B.E. 2542 (1999), a qualifying industrial lease can run up to 50 years and be renewed for up to 50 more, and the leasehold can be mortgaged, inherited and sublet. A Bangkok lawyer explains the four lawful routes to a factory site, the two-layer location-plus-business test, the 100-rai threshold for foreign lessees, why an unregistered lease under the Act is void rather than merely unenforceable, BOI and IEAT land ownership, the IEAT three-year disposal rule, and why the Treaty of Amity does not help Americans here.

November 2, 2026

Arbitration at the Thai Arbitration Institute (TAI) 2026: Statement of Claim Requirements, Documents, Fees and Timeline for Foreign Parties

A Bangkok lawyer's guide to starting an arbitration at the Thai Arbitration Institute: the two preconditions, the eight items the statement of claim (Aor Tor 7) must contain, the six documents, the expense deposit (THB 15,000 per party for Thai-language proceedings, 30,000 for English), copies and the editable e-file, the 15/30/180/30-day timeline, the expedited procedure for claims up to THB 5 million, how TAI differs from THAC, and why arbitration rather than a foreign court is the only enforceable route against assets in Thailand under the New York Convention.

November 2, 2026

Thailand PDPA Compliance 2026: What the First THB 21.5 Million in Fines Means for Foreign Companies, Cross-Border Transfers to Head Office, SCC and the New BCR Rules

Thailand's PDPA stopped being a paper law in 2025: the PDPC published eight fines in one day, processors were fined directly, and the same three gaps appear in every case, weak security, unreported breaches and no DPO. For a foreign-owned Thai subsidiary the sharpest issue is the daily flow of employee and customer data to head office: there is no adequacy list, so every transfer needs a basis under section 28 or 29. The enforcement cases, consent, SCC (GDPR SCCs accepted), the BCR rules in force since 17 February 2026, the reach of section 5 for foreign companies selling into Thailand, the penalties, and a checklist.

November 1, 2026

Nominee Investment in Vietnam 2026: Why Holding Land or Shares Through a Vietnamese Name Fails, What Precedent 02/2016/AL Really Decided, and the 25% Beneficial Owner Rules

Foreign investors in Vietnam often hold land, houses or shares in a Vietnamese national's name. Vietnamese law has never recognised nominee holding: the private agreement proves who paid, not title. What a foreigner can own directly under the Land Law and Housing Law, when a nominee agreement is void under Civil Code Articles 123 and 124, why Precedent 02/2016/AL does not give a foreigner land use rights, the 25% beneficial owner rules with effective control and family aggregation under Decree 296/2026, why declaring a beneficial owner does not legalise the structure, and how to regularise.

October 31, 2026

Thailand's New Deportation Regulation 2026: How a Foreign Business Act Conviction Can End a Foreign Executive's Stay, Even on Probation or a Fine

Thailand's Prime Minister's Office Regulation on Deportation B.E. 2569 took effect on 28 August 2026. Breach of the Foreign Business Act is one of six listed grounds, and the sixth ground covers anyone who instigated or assisted, so a foreign general manager who is not a registered director is not automatically safe. The point most reports miss: a suspended sentence or a fine does not close the file, because the court must report it to the Interior Ministry. With the DBD's 2026 source-of-funds checks and the US Embassy warning that US citizens have been arrested in nominee enforcement, here is what the regulation says, who is exposed, and four actions to take now.

October 31, 2026

Buying a Company in Thailand 2026: Share Deal vs Asset Deal, the 49% Rule, Licence Succession, Merger Control and a 12-Point Due Diligence Checklist for Foreign Buyers

What a foreign buyer needs to know before acquiring a Thai company: how share deals, asset deals and the 2023 absorption merger differ in what you inherit; why crossing 50% foreign ownership makes the target a 'foreigner' under the Foreign Business Act and forces a land sale; how BOI, FBL and factory licences survive each structure; the merger-control thresholds now under review; stamp duty, 15% withholding on non-resident sellers, VAT and the entire business transfer relief; the DBD's 2026 source-of-funds checks on nominee shareholders; and the 12 due diligence items, including the three buyers most often miss.

October 30, 2026

Joint Ventures and Shareholders' Agreements in Thailand 2026: Where Lawful Protection Ends and a Nominee Structure Begins under the New DBD Checks

For a foreign investor holding 49% of a Thai company: the Foreign Business Act test is still the shareholding percentage, but DBD Order 2/2569 (1 August 2026) now traces where Thai shareholders' money came from, and 'effective control' is a reform direction, not yet law. Why preference shares with reduced Thai votes, blanket vetoes and pre-signed powers of attorney have become high-risk, which shareholders' agreement clauses are safe (proportionate board seats, genuine reserved matters, ROFR, tag-along, drag-along, deadlock and exit), and whether you need a joint venture at all.

October 30, 2026

Working in Thailand as an Expat 2026: Non-B Visa, Work Permit, 90-Day Reporting, Personal Income Tax and Social Security Explained

A step-by-step guide for foreign employees assigned to Thailand and the HR teams sending them: the Non-B visa, the three thresholds a Thai company must meet before a work permit is issued, the mandatory e-Work Permit system, one-year extensions, 90-day reporting, TM.30 and re-entry permits, why salary paid from abroad is still taxed in Thailand, the 2026 tax brackets, social security at the THB 17,500 ceiling, and a pre-assignment compliance checklist.

October 29, 2026

Thailand Labour Law 2026 for Foreign Employers: Minimum Wage, Working Hours, Leave, Severance, Social Security and Work Rules Explained

A Thai lawyer's guide to employing staff in Thailand in 2026: the 17 minimum wage tiers and the 30-day salary test, overtime at 1.5, 2 and 3 times, 120 days' maternity leave and the new 15-day spousal leave, the six severance brackets and section 119 exceptions, the THB 17,500 social security ceiling, the Employee Welfare Fund now starting 1 January 2027, Thai work rules at 10 employees, the 4-to-1 ratio for foreign staff, and the seven mistakes foreign employers make most often.

October 29, 2026

Legal Due Diligence on a Thai Subsidiary 2026: What Buyers, Lenders and IPO Underwriters Check, the Nominee and BOI Deal-Breakers, and the 6-to-9-Month Timeline

When a foreign group lists, raises capital, borrows or sells, its Thai subsidiary is examined and usually needs a Thai legal opinion. The six areas Thai counsel review, the two findings that stop a deal (nominee shareholders and unfulfilled BOI conditions), how the review is done, the documents to have ready, and why to start six to nine months before filing.

October 28, 2026

Setting Up a Company in Thailand 2026 for Foreign Investors: The 49% Rule, Nominee Shareholder Risk, Capital and Work Permit Ratios, BOI and the New DBD Checks

How a foreign investor sets up a Thai private limited company in 2026: two promoters since 2023, the 50% foreign-ownership line and the three lists of the Foreign Business Act, why keeping the foreign stake at 39% no longer protects anyone now that the DBD traces Thai shareholders' funds under Order 2/2569, the criminal penalties for nominees, the lawful routes to majority ownership including BOI and the US-Thai Treaty of Amity, the eight services exempted from FBL since August 2026, the THB 2 million per work permit rule, and the 2025 labour law changes.

October 28, 2026

Director Liability in Thailand 2026 for Foreign Directors: Civil Exposure, Criminal Risk, Signing Authority and the Work Permit Trap

A Thai lawyer explains what a foreign director of a Thai company is liable for in 2026: the duty of care and joint liabilities under the Civil and Commercial Code, criminal exposure after the 2017 end of the presumption of guilt, how DBD signing conditions decide whether a contract binds the company, DBD Order 2/2569 from 1 August 2026, the work permit trap when signing in Thailand, and five steps to protect yourself.

October 19, 2026

Corporate Tax in Thailand 2026 for Taiwanese-Owned Companies: CIT 20%, VAT 7%, Withholding Tax and Dividend Repatriation

The Thai tax rules a Taiwanese-owned subsidiary must follow in 2026: corporate income tax at 20% with SME and BOI relief, VAT at 7% extended to 30 September 2027, monthly withholding returns, Section 70 withholding on payments to the Taiwan parent under the Taiwan–Thailand tax agreement, dividend repatriation and the BOI exemption, transfer pricing at THB 200 million, Pillar Two, and the five mistakes Taiwanese subsidiaries make most often.

July 3, 2026

The Complete Guide to Establishing Your Business in Thailand for Taiwanese Companies 2026: Understanding BOI, IEAT, and FBL at a Glance

The complete 2026 guide for Taiwanese businesses investing and building factories in Thailand: Louis Group attorney Raymond Yu explains the latest practical developments in BOI, IEAT, the FBL (Foreign Business License), the EEC, Thai company incorporation, work permits, and taxation—helping Taiwanese businesses establish themselves legally in Thailand.

April 1, 2026

The Complete Guide to Establishing Your Business in Vietnam for Taiwanese Companies 2026: Understanding Investment Licenses, Environmental Impact Assessment, and Fire Safety at a Glance

The complete 2026 guide for Taiwanese businesses establishing in Vietnam: Louis Group attorney Raymond Yu explains the latest practical developments in the Investment Registration Certificate (IRC), the Enterprise Registration Certificate (ERC), the environmental impact assessment (ĐTM), fire prevention and firefighting (PCCC), the industrial-zone green channel, work permits, and the "2 exempt, 4 half" tax incentive—helping Taiwanese businesses set up factories on their southbound move.