THAILAND Law and Practice Contributed by: John Frangos, Nuanchun Somboonvinij, Santhapat Periera and Niti Muangkote, Tilleke & Gibbins
Tilleke & Gibbins Supalai Grand Tower 1011 Rama 3 Road, Chongnonsi Yannawa, Bangkok 10120 Thailand Tel: +66 2056 5555 Fax: +66 2056 5678 Email: bangkok@tilleke.com Web: www.tilleke.com
1. Aircraft and Engine Purchase and Sale 1.1 Sales Agreements 1.1.1 Taxes/Duties Payable Upon Execution of the Sales Agreement Apart from the general tax regime (which can include income tax, VAT, stamp duty and import duties), an aircraft or engine sales agreement is not subject to a specific tax or stamp duty under Thai law. 1.1.2 Enforceability Against Domestic Parties There is no specific requirement that an aircraft or engine sales agreement be translated, certified, notarised or legalised to be enforceable against a domestic party under Thai law. However, in the event of enforcement, certified Thai translations of the whole or any material part of the aircraft or engine sales agreement and any relevant agreements/documents may be required. These must be attached to the origi - nals when they are submitted as evidence to a Thai court if applicable. 1.2 Transfer of Ownership 1.2.1 Transferring Title Thai law does not specifically provide for the transfer of title to an aircraft, engine or other installed parts, including the APU. The transfer will therefore be sub - ject to general legal provisions regarding the transfer of ownership of movable property. Unless agreed or otherwise specified by the parties, the ownership of the property is generally transferred to the buyer from the moment the contract of sale is entered into.
Under Thai law, the sale of the ownership interest in the entity that owns an aircraft or engine will not effec - tively be recognised as a sale of the aircraft or engine itself. 1.2.2 Sales Governed by English or New York Law Thai law recognises the contracting parties’ right to specify a foreign law to govern the bill of sale, to the extent that the law is not contrary to public order in Thailand or good morals. However, the party seek - ing to enforce the foreign law must prove that to the satisfaction of the Thai court. If they do not, Thai law will apply. In any event, the bill of sale and relevant agreements/documents and the transfer of title, must be legal, valid, binding and enforceable under Thai law and be in the forms prescribed by English law or New York law (as the case may be) and/or Thai law if they are to be legally enforced in Thailand. Although the aircraft sale is not subject to specific formalities specified by Thai law, the contracting par - ties need, at a minimum, to ensure that the bill of sale is in writing and signed by the party liable, or that part performance or consideration is given and it is does not contradict public order in Thailand or good morals. 1.2.3 Enforceability Against Domestic Parties There is no specific requirement that a bill of sale be translated, certified, notarised or legalised to be enforceable against a domestic party under Thai law. However, in the event of enforcement, certified Thai translations of the whole or any material part of the bill of sale and any relevant agreements/documents may have to be submitted and attached to the originals when they are submitted as evidence to a Thai court.
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