THAILAND Law and Practice Contributed by: Tirayu Songdacha, Nutchaya Khayan, Piyachat Suwanwihok and Lalita Sriboonruang, MSC International Law Office
MSC International Law Office 90, CW Tower Tower B 29th Floor Unit 2901–2902 Ratchadapisek Road Huai Khwang Sub-district Huai Khwang District Bangkok 10310 Thailand Tel: +66 2 168 3270 2
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1. Market Conditions 1.1 Geopolitical and Economic Factors In 2025, Thailand has had a drastic change in terms of tax perspectives by enacting the Emergency Decree on Top-up Tax, B.E. 2567 (2024) (the “Decree”). The Decree, which shall be applied to large multination - al enterprises (MNEs) with consolidated financial statement revenues of at least EUR750 million, may promote long-term investment and prompt a reas - sessment of investment in Thailand, including joint ventures (JVs) or alternative arrangements, since the top-up tax will be levied in accordance with the global minimum rate. From the foreign investors’ perspec - tive, the Decree also resolves the issue in relation to cross-border tax competition. Apart from the tax perspective, given the current economic downturn in Thailand, businesses across various sectors are facing financial difficulties and challenges in achieving their operational targets. This has led to many companies seeking partnerships to strengthen their position, enhance competitiveness, share resources, and manage costs more efficiently by pooling expertise and capabilities. At the same time, financially strong companies may take this opportunity to acquire or enter into joint ven - tures with struggling businesses, anticipating future growth or recovery. As the share prices of many com - panies have significantly declined, financially capable
buyers can acquire businesses at lower-than-usual prices or purchase larger equity stakes, thereby increasing their ownership or control. Consequently, mergers and acquisitions (M&A) have become a notable trend in recent work, whether in the form of share acquisitions, asset purchases, business mergers, or joint ventures, with an increasing focus on combining technical know-how, market access, and operational expertise to create stronger, more resilient business structures. 1.2 Industry Trends and Emerging Technologies The manufacture of electric vehicles (EVs) has, with a strong sense of sustainable growth, significantly become a booming industry to watch in Thailand. This momentum is largely being driven by government ini - tiatives that include both tax and non-tax incentives designed to lower manufacturing costs, leading to the fact that Thailand is an attractive destination for foreign investors to set up manufacturing facilities in relation to EVs. Recent figures highlight this positive trajectory. Between January and June 2025, registrations of new battery-powered electric vehicles (BEVs) totalled at 57,289 units, a 52.4% increase compared with the same period a year earlier, representing 15% of all newly registered passenger cars. By the end of May
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