THAILAND Law and Practice Contributed by: Tirayu Songdacha, Nutchaya Khayan, Piyachat Suwanwihok and Lalita Sriboonruang, MSC International Law Office
is obligated to disclose such transaction in accord - ance with the regulations of the Stock Exchange of Thailand (SET), as the investment constitutes a mate - rial transaction that may have an impact on the listed company’s share price. Furthermore, such investment may be considered an acquisition of assets by the listed company and/ or may be regarded as a connected transaction if it involves transactions with persons connected to the listed company. In such cases, disclosure obligations and/or other actions prescribed by the rules of the SET must be complied with. 3.6 Transparency and Ownership Disclosure Ultimate beneficial owner-related (UBO-related) dis - closures are a core part of the country’s anti-money laundering (AML) and Bank of Thailand (BOT) regula - tory framework. Under the Ministerial Regulation on Customer Due Diligence 2020 and the Anti-Money Laundering Office (AMLO) guidelines issued pursuant to the Anti-Money Laundering Act B.E. 2542, financial institutions must identify and verify both the customer and the UBO before entering into a business relation - ship or carrying out certain transactions. This requirement applies not only when opening a bank account but also when engaging in qualifying transactions with a bank, such as significant fund transfers, financing arrangements, or other activi - ties that trigger customer due diligence obligations. The process includes assessing the customer’s risk profile and determining the appropriate level of veri - fication based on that risk. The rule applies to both IJVs and UJVs, ensuring transparency in ownership and control, mitigating financial crime risk, and align - ing Thailand’s financial sector with international AML standards. 4. Legal Developments 4.1 Notable Recent Decisions or Statutory Developments In Thailand, UJVs are not governed by specific legisla - tion; however, the precedent case has characterised them as unregistered partnerships, holding that UJV participants are jointly liable as joint debtors.
In 2025, the Supreme Administrative Court issued Order No 318/2568 (2025), offering another perspec - tive on UJV litigation rights by affirming that each UJV participant retains the independent right to bring legal lawsuits. In that case, the three UJV participants had entered into a UJV to share profits from a joint business without registering as a partnership or com - pany. They jointly filed a lawsuit, but one participant later terminated the JV agreement and withdrew from the case. The Court held that this withdrawal did not affect the rights of the remaining two UJV participants to pursue the claim individually. 5. Negotiating the Terms 5.1 Preliminary Negotiation Instruments and Practices During the pre-JV agreement stage, the JV partici - pants commonly enter into documents at the negotia - tion stage, such as the following. • Memorandum of understanding (MOU) to outline the preliminary understanding and commercial framework. • Non-disclosure agreement (NDA) to protect confi - dential information exchanged between JV partici - pants during discussions. • Letter of intent (LOI) to record the JV participants’ intentions and key commercial terms. At the pre-JV stage the common market-standard provisions commonly include: • a clear statement of the JV’s objectives and intended scope; • confidentiality obligations; • exclusivity rights for a defined period; and • the governing law and dispute resolution frame - work. 5.2 Disclosure Obligations In Thailand, the disclosure of a JV depends on the status of the company (ie, whether it is a listed com - pany) and the nature of the transaction. For a listed company, disclosure may be required once the trans - action is confirmed. In practice, a listed company should disclose the transaction when board approval
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