THAILAND Law and Practice Contributed by: John Formichella, Naytiwut Jamallsawat, Onnicha Khongthon and Supitchaya Akeyati, Formichella & Sritawat Attorneys at Law
• noticeably tighter regulatory scrutiny of foreign dominance in telecommunications and payment service licensees, prompting more sophisticated joint venture and preferred-share structures; and • rising interest from Indian IT service groups and US private equity funds targeting Thai Software as a Service (SaaS) and business-to-business (B2B) enterprise software targets for regional roll-ups. 2. Establishing a New Company, Early-Stage Financing and Venture Capital Financing of a New Technology Company 2.1 Establishing a New Company Incorporating a technology company in Thailand fol- lows the standard private limited company process under the Civil and Commercial Code, managed by the Department of Business Development. Registra- tion is entirely online and usually completes within three to five business days once the documentation is prepared. The process requires: • name reservation; • submission of the memorandum and articles of association; • appointment of at least one director; and • declaration of the registered capital. While there is no statutory minimum for ordinary activi- ties, THB2 million to THB5 million is common for cred- ibility and future BOI applications. Many technology companies seek BOI promotion at inception to gain 100% foreign ownership and tax holidays in eligible activities such as software development, digital plat- forms, data analytics and R&D. 2.2 Type of Entity Private limited companies are mostly preferred because of limited liability, flexibility in issuing share classes and simpler governance. Public limited com- panies are mainly used by ventures preparing for an IPO. For foreign founders, the two main structures are BOI-promoted companies (which can be 100% foreign-owned) and regular companies with a 49/51 foreign-Thai shareholding split, protected by preferred shares or voting agreements. Telecommunications-
licensed entities must stay Thai-owned and free from foreign control under National Broadcasting and Tel- ecommunications Commission (NBTC) rules (see 7.3 Restrictions on Foreign Investments ). 2.3 Early-Stage Financing Early-stage technology financing in Thailand relies on a mix of angel investors, government co-investment programmes under the National Innovation Agency and SME Development Bank, and licensed equity crowdfunding platforms. Convertible notes and sim- plified agreements for future equity are now standard instruments. Valuations remain modest by regional standards – typically USD2 million to USD8 million post-money for teams with a functioning product. 2.4 Venture Capital Thailand’s venture capital ecosystem is now mature, with active local funds and regular participation from regional investors. Series A and B rounds in 2025 averaged USD6 million to USD18 million for fintech, SaaS and deep-tech companies. Government co- investment schemes and tax incentives for investors have expanded the pool of available capital. 2.5 Venture Capital Documentation Term sheets follow international norms but include Thailand-specific features such as BOI-compliance covenants, foreign-exchange management and a preference for Thai-court or Singapore International Arbitration Centre (SIAC) arbitration. Shareholders’ agreements regularly include drag-along/tag-along rights, 1–2x non-participating liquidation preferences, anti-dilution protections and board seat entitlements. 2.6 Change of Corporate Form or Migration Conversion into a public limited company is stand- ard before an IPO on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment (MAI), and requires a special resolution and associated fil- ings. Thailand does not allow re-domiciliation; foreign companies seeking a Thai presence typically transfer assets/IP into a newly incorporated Thai entity, often structured as a tax-neutral reorganisation with prior approval from the Revenue Department.
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