THAILAND Trends and Developments Contributed by: Tokuhiro Matsunaga and Siriwan Nopareporn, SCL Nishimura & Asahi Limited
As of May 2026, no official records or merger filing sta - tistics are available for the current year. However, as far as is known, the numbers of merger filings submit - ted between January and April 2026 remain consist - ent with those recorded in the previous year. Ongoing global developments such as the US–Iran conflict may have implications for the global economy, so merger A number of draft amendments to the TCA were pro - posed in 2024 and 2025. Notably, the draft amend - ment presented by the People’s Party (“Draft Amend - ment”) made significant strides, and has progressed to consideration by the House of Representatives. It successfully advanced through the initial phase of adoption in principle, and has entered the second stage of the amendment process, which involves a comprehensive, section-by-section evaluation. Unfortunately, the Cabinet dissolved Parliament on 12 December 2025, which resulted in the lapse of the Draft Amendment. The Draft Amendment was brought back for deliberation by the House of Representa - tives on 15 May 2026. This action was initiated by the new Cabinet, which submitted a formal request to the House of Representatives to recommence dis - cussions within 60 days of the beginning of the first parliamentary session following the general election. Consequently, it is feasible that the TCA will undergo revisions, which will be enacted in the near future. The principal substance of the Draft Amendment con - cerning merger control, which has been adopted by the House of Representatives, is noteworthy. activity may also experience changes. New Draft Amendment to the TCA • The Draft Amendment expands the definitions of “Business Operator” and “Business”. Specifically, it expands the term “Business Operator” to encom - pass any individual that engages in the operation of a business, and the new definition of “Business” now includes any activity performed, directly or indirectly, for one’s own commercial advantage or for the benefit of others, with the exception of actions expressly specified in ministerial regula - tions. The definition of Business Operator in the Draft Amendment is broader than that set forth in the TCA, which restricts the definition to a vendor, a producer for sale, an individual who places an
order or imports products into Thailand for sale, a buyer for the production or resale of goods, or a service provider engaged in business activities. Consequently, a holding company that was previ - ously excluded from certain provisions of competi - tion law, including the merger filing requirement in the TCA, may fall within this interpretation unless it receives a specific exemption through ministerial regulations. • Pre-merger approval is mandatory for all merger filings. In Thailand, pre-merger approval from the Commission is currently mandated solely for merg - ers that have the potential to create a monopoly or result in a dominant market position. This determi - nation is based primarily on established revenue and market share thresholds. The Draft Amend - ment states that all mergers are required to secure prior approval from the Commission. However, the specifications concerning merger filings and the applicable exceptions remain vague, particularly with regard to foreign-to-foreign mergers. These details are expected to be explained further in upcoming guidelines that will be released by the Commission. • A method to collect feedback from stakeholders is necessary, considering the potential competitive effects that could result from unilateral actions or collaborations, impacts on economic efficiency, and implications for consumers. • The application fee for mergers will rise substan - tially, from THB250,000 under the TCA to THB5 million per submission in the Draft Amendment. This indicates that the merger filing procedure is set to become more intricate and expensive, even for minor transactions that are unlikely to have a significant effect on the market. • The penalty for failing to obtain a pre-merger approval is payment of a “Phinai Fine” at a rate not exceeding 5% of the transaction value of the business merger. The transition to a Phinai Fine requires the offender to pay a specified monetary penalty. This fine is not considered a criminal pun - ishment, nor does it entail imprisonment or con - finement in place of payment. If no administrative penalty is imposed, and no legal action is com - menced within five years of the date of the offence, the statute of limitations will lapse.
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