Legal Advisory Services
Main Service Lines
1. DISPUTE RESOLUTION (Litigation etc.)
2. CORPORATE LAW
3. LABOR ISSUES
4. M&A and DUE DILIGENCE
5. IMMOVABLE PROPERTY
1. DISPUTE RESOLUTION
Our team has extensive experience in handling litigation in the Thai courts. We have qualified lawyers who can represent you in the Thai court of law. The scope of our dispute resolution capabilities is broad, and we can advise and handle various procedures and issues relating to the following.
• Commercial disputes
• Criminal defense
• Application for emergency injunctions, etc.
2. CORPORATE LAW
2.1. Business Expansion into Thailand
If your business is investing or expanding into Thailand, it is necessary to consider various aspects including the Foreign Business Act, the Civil and Commercial Code, the Labor Protection Act, taxation, visa and work permit issues, etc. We have extensive experience in advising international companies on these aspects, and can assist you with a fully integrated one stop service.
2.2. Corporate Actions
We can assist you with various corporate actions, including the following:
• Company Registration (incorporation);
• Capital Increase;
• Capital Decrease;
• Share Transfers;
• Director Change;
• Articles of Association Amendments; etc.
What we mean by assist includes providing advice on your planning, arrange for the necessary notices/advertisement, draft board of director meeting minutes, shareholder director meeting minutes, register changes at the Department of Business Development of the Ministry of Commerce.
When entering business transactions, it is important to enter into a written contract, instead of just agreeing orally. Putting the agreement into writing may reduce the chances for a misunderstand to arise, especially in respect of each party’s duties, scope of work, payment terms, etc. Also, if the parties need to go to court or arbitration to resolve a dispute, having had a contract in place may help clarifying which party’s argument is correct. Moreover, certain types of contracts can be enforced only if it is in writing. We can draft or review various types of contracts including the following:
•Joint Venture Contract
• Shareholders’ Agreement
• Business Transfer Agreement
• Share Transfer Agreement
• License or Royalty Agreement
• Employment Agreement
• Service Agreement
• Purchase and Sale of Goods Contract
• Real Estate Purchase and Sale Agreement
• Lease Agreement drafting, etc.
2.4. Company Dissolution and Liquidation (Investment Exit)
We can provide you with one-stop service for your investment exit strategy and execution of it. Our support areas include the following:
• Exit Planning (Including tax planning)
• Registration of Dissolution
• Coordination with the BOI (If the Thai company has been BOI promoted.)
• Notice to Creditors
• Drafting of quarterly reports
• VAT de-registration
• Tax audit support or representation, etc.
3. LABOR ISSUES
We have extensive experience handling labor issues. We have also successfully advised clients with their litigation in the Thai Labor Court. Our services related to this area include the following.
3.1. Work Regulations (Drafting or reviewing)
3.2. Employment Contracts (Drafting or reviewing)
3.3. Termination of Employees
We can provide legal advice and support to employer such as the following, in relation to the termination or prospective termination of employees.
• Consultation in the context of the Labor Protection Act or other law
• Drafting of warning letters
• Calculation of severance pay and its withholding tax
• Drafting termination letters
• Legal representation for the defendant, etc.
3.4. Unfair Dismissals
As with Thai nationals, foreigners who work for a Thai company also have rights and protections under the Labor Protection Act of Thailand. As such, if you have been terminated unfairly, depending on the facts particular to your case, you may be able to sue your ex-employer based on unfair termination even if you received the statutorily required severance pay. We can advise foreign individuals and represent you at the Labor Court or other court. (However, generally, it is not a requirement to be represented by legal counsel in the Labor Court.) We can provide services such as the following:
• Advising on the Labor Protection Act
• Reviewing your employment contract, warning letters, work regulation, and etc. to assess your legal positioning.
• Suing ex-employers (Drafting the complaint), etc.
4. M&A and DUE DILIGENCE (Legal)
4.1. Due Diligence (Legal)
When there is a target company for potential acquisition, plan to enter into a joint venture, or plan to make a loan, it is crucial to understand the legal circumstance of the target, future partner or potential recipient of a loan (collectively, "Target"). We will represent you and review the legal situation of your Target and furnish a report identifying the legal risk areas, if any.
4.2. M&A advisory services
Generally, the forms of M&As of private limited companies in Thailand are share acquisitions, amalgamations (i.e. whereby Co. A + Co. B = Co. C), entire business transfers (possibly free of certain taxes including Corporate Income Tax, VAT and Specific Business Tax), or partial business transfers. We will advise you with the planning (legal and tax) of your proposed M&A so that you may achieve your goals.
5. REAL ESTATE (IMMOVABLE PROPERTY)
We have extensive experience with real property (i.e., immovable property) related transactions including hotel-related transactions, golf courses, condominiums, etc. Our services in this area includes the following:
• Advisory services in relation to the land act and restrictions on foreign ownership of land.
• Registration of ownership transfer with the Land Department (including advance tax & fee calculation)
• Advisory services in relation to the Condominium Act of Thailand
• Registration of condominiums and support with relevant procedures
• Drafting of lease agreements and registration of leases (leases of 3 years or longer can be registered)
• Drafting of real property sale and purchase agreements
• Registration of mortgages
• Due diligence on land
• Other relevant legal advisory services