Since 1 January, 2026, the Department of Business Development (DBD) has enforced a series of administrative orders that systematically dismantle the era of passive nominee shareholding[reference:0]. This shift from form-based to substance-based verification fundamentally alters how companies are registered, amended, … Read More
business
Nominee Shareholding in Thai Litigation:How Courts Identify and Look Beyond Formal Ownership
In many Thai corporate disputes, the share register is not the end of the inquiry; it is the beginning. While company records formally identify shareholders, Thai courts do not consider these records conclusive when surrounding evidence suggests a different operational … Read More
Directors’ Liability in Corporate Insolvency: A Primer for Foreign and Thai Directors
In Thailand, the intersection of corporate insolvency and director liability raises critical questions for company leaders. While the law does not impose a duty on directors to commence formal insolvency proceedings, it does create potential liabilities for failing to address … Read More
Thailand’s Updated Bankruptcy Law: Prepackaged Bankruptcy Options
Thailand’s proposed pre-packaged bankruptcy reforms mark a major evolution in its insolvency regime. By allowing debtor–creditor agreements before court filing, the new framework aims to streamline rehabilitation, reduce timelines, and align Thailand with international restructuring practices. … Read More
Director Certifications and the Limits of “I Don’t Know”: How Thai Courts Evaluate Responsibility in Corporate Disputes
Routine Signatures and Litigation Risk In corporate disputes before Thai courts, directors frequently justify problematic transactions or inaccurate filings on the basis of ignorance. Within the organization, that explanation may appear plausible. Corporate documentation is often drafted by accountants, legal … Read More
Control Without Shareholding: How Thai Courts Infer Control in Company Disputes
Shareholding is a Starting Point, not a Conclusion In disputes concerning the governance of a Thai company, the parties typically commence by examining the share register. This approach is understandable because the register indicates legal ownership, demonstrates the formal allocation … Read More
Thailand Intensifies Crackdown on Nominee Shareholders
A nominee shareholder arrangement occurs when a Thai national holds shares in a company on behalf of a foreigner in order to circumvent foreign ownership restrictions under the Foreign Business Act. Such arrangements are illegal under Sections 36 and 37 of the Act and can result in criminal penalties for both the Thai nominee and the foreign beneficiary. … Read More
Thailand Digital Platform Regulation 2025: Draft PEA, CCA, Lèse-Majesté and Compliance Obligations
I. Introduction: Thailand’s Regulatory Crossroads Thailand’s digital regulatory model is undergoing a structural realignment. For most of the past two decades, online enforcement rested primarily on the Computer Crime Act (CCA), criminal defamation, and traditional Criminal Code provisions. These regimes … Read More
The Evolution of Thailand’s Business Rehabilitation Framework
Thailand’s business rehabilitation regime under the Bankruptcy Act B.E. 2483 (1940) continues to serve as a vital legal mechanism for companies facing financial distress. The cornerstone of this process is the court’s meticulous assessment of whether a debtor possesses a … Read More
A New Era for Innovation: Understanding Thailand’s Draft Startup Promotion and Development Act
Thailand is positioning itself at the forefront of Southeast Asia’s innovation economy with the introduction of the Draft Startup Promotion and Development Act. This proposed legislation represents a strategic governmental initiative designed to systematically address the legal and operational challenges … Read More