THAILAND Law and Practice Contributed by: Pranat Laohapairoj and Supakan Nimmanterdwong, Chandler Mori Hamada Limited
3.3 Filing Fees There is no filing fee for a post-merger notifica - tion filing, but there is a THB250,000 (approxi - mately USD7,620 or EUR6,750 as of 7 May 2025) filing fee for pre-merger approval filing. 3.4 Parties Responsible for Filing Both sides of the transaction (normally the enti - ties attempting the transaction) will be respon - sible for filing the pre-merger approval filing, but sometimes the parent entities of the entities to the transaction can file in their place, and the officers have accepted this minor deviation in the past. Furthermore, in the past, a couple of cases were filed with only the signature of the acquiring side and the officers have also accept - ed this minor deviation. For post-merger notifi - cation filing, only the acquiring or resultant entity needs to file the document. 3.5 Information Included in a Filing Post-merger notification filing is much less detailed than pre-merger approval filing, but both will generally require the transaction agreement (or at least relevant parts thereof), financial state - ments, annual reports, market share and sales figures, details of shareholders (pre and post transaction) and types of businesses, details of affected products and services and possibly a list of all products and services of the parties, and economic and commercial rationale for the transaction. All applications and attachments must normally be in Thai or translated into Thai, unless the applicant is specifically exempted from this requirement by the officers in charge. In the past, some case officers have accepted simple documents in English, such as certain pages of financial statements.
3.6 Penalties/Consequences of Incomplete Notification
If an application is incomplete on the face of it, the filing will not be formally accepted. However, if an application has been formally accepted but later the officers find any part to be incomplete or have additional follow-up questions, the par - ties will have to submit additional information, documents and details in order to receive final acknowledgement or approval, as the case may be. No penalties will be imposed, provided that the parties adhere to the statutory filing timeline. 3.7 Penalties/Consequences of Inaccurate or Misleading Information If the parties are suspected to have filed some - thing that may be incorrect, incomplete or mis - leading, the officers will require follow-up expla - nations, and if it is subsequently proven that such was done deliberately, then the officers will undertake further investigation or may propose that the TCCT reject the application for merger. 3.8 Review Process For post-merger notification filings, the parties have to prepare a draft to the best of their abil - ity, without the benefit of an unofficial review by the authorities, and must submit it within seven days after the transaction has been completed. For pre-merger approval filing, the parties will need to informally submit the draft application for the officers’ review. The officers will normally ask as many questions and request as many documents as they need until they are satisfied that the presentation to the TCCT will be smooth and defensible. This can take between a cou - ple of months to many months, depending on the complexity of the deal and workload of the officers. After the officers provide their acquies - cence, the parties can then formally submit the application to them and pay the review fee. The
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