How Foreign Investors Should Structure M&A in Thailand

Foreign investors must map Thailand’s ownership limits early, choose a compliant M&A structure, and time approvals to avoid regulatory gaps. They must determine whether the target’s activities fall under List 2 or List 3 of Thailand’s Foreign Business Act, as these categories restrict foreign majority ownership and may require a Foreign Business License or, if BOI-promoted, a Foreign Business Certificate. Understanding these limits at the outset is essential; they determine whether majority foreign ownership is possible and shape the deal structure, valuation, and timing from the very beginning.

Investors should choose an acquisition structure that reflects foreign ownership limits, licensing requirements, and approval pathways applicable to the target’s sector. Thailand’s regulatory framework determines whether a deal should proceed as a share acquisition, an asset acquisition, or a joint venture. Each carries distinct implications for licensing continuity and post-closing operations, so the structure must be based on regulatory feasibility rather than generic M&A preferences.

A share acquisition is most effective when the target operates in a sector open to foreign majority ownership or holds BOI promotion. For List 3 activities, the feasibility of a Foreign Business License depends on demonstrating economic contribution, such as technology transfer or Thai employment.

Original content: Foreign investors must map Thailand’s ownership limits early, choose a compliant M&A structure, and time approvals to avoid regulatory gaps. Foreign investors must first determine whether the target’s activities fall under List 2 or List 3 of Thailand’s Foreign Business Act, because these categories restrict foreign majority ownership and may require a Foreign Business License or, if BOI-promoted, a Foreign Business Certificate. Understanding these limits at the outset is essential; they determine whether majority foreign ownership is possible and shape the deal structure, valuation, and timing from the very beginning. Foreign investors must choose an acquisition structure that reflects foreign ownership limits, licensing requirements, and approval pathways applicable to the target’s sector. Thailand’s regulatory framework determines whether a deal should proceed as a share acquisition, an asset acquisition, or a joint venture. Each carries distinct implications for licensing continuity and post-closing operations, so the structure must be based on regulatory feasibility rather than generic M&A preferences. A share acquisition is most effective when the target operates in a sector open to foreign majority ownership or holds BOI promotion. For List 3 activities, the feasibility of a Foreign Business License depends on demonstrating economic contribution, such as technology transfer or Thai employment.

авторское резюме: The text explains that foreign M&A in Thailand hinges on early mapping of ownership limits (List 2 vs List 3), selecting a structure aligned with licensing/approval pathways, and ensuring regulatory feasibility to maintain licensing continuity and value during deal execution.

ASEAN Briefing — 2025-11-21

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