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SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
SUWANVARA LAWFIRM
SUWANVARA LAWFIRM
Suwanvara Law Firm Co., Ltd.
Business Services

Buying or Selling a Business in Thailand

Know what you are buying before you pay for it

Buying or Selling a Business in Thailand
Business Services

Know what you are buying before you pay for it

Buying a business or taking over a shop means paying, all at once, for future sales, a lease and whatever risks the previous owner leaves behind. The usual failures are a landlord who will not consent to the lease transfer, sales figures that do not match the books, and tax debts or staff obligations that come with the company. We check the legal documents and the numbers before the price is agreed, test whether the key money makes sense against the remaining lease, and draft agreements that allocate risk clearly — whether you buy the shares or just the shop and its assets.

What we cover

Legal, financial and tax due diligence before buying
Valuing the business and testing the key money
Shop takeover agreements, lease assignment and landlord consent
Buying the shares, or only the assets and the business
Transferring licences, staff and supplier contracts
Foreign buyers, and limits on shareholding and land

A shop takeover is a lease assignment

What a buyer mostly gets when taking over a shop (เซ้ง) is the right to the lease, plus equipment and existing customers. That right sits in the landlord's lease, so written consent is essential, the remaining term and renewal terms must be checked, and a long lease that was never registered may not be enforceable for its full term.

Check the numbers against evidence

The sales a seller quotes should match bank statements, VAT returns and the financial statements. Where they do not, ask why: money that never passed through the books cannot be verified and may carry tax exposure.

Shares or assets

Buying the shares keeps licences and contracts in place but brings debts, unpaid tax and old disputes with it, so it needs seller warranties and part of the price held back. Buying assets lets you choose, but licences must be reissued or transferred and staff must consent to changing employer.

Price and key money

Value the business from the cash it really generates against the lease that remains, plus equipment and stock. Key money that takes longer to earn back than the remaining lease is a signal to renegotiate or walk away. For sellers, books and documents that are easy to check shorten the deal.

Handover and after the sale

The agreement should fix the handover date, the asset list, introductions to customers and suppliers, a reasonable non-compete for the seller nearby, and the rent deposit the landlord holds. Foreign buyers should first check whether the business needs a Foreign Business Licence.

Talk to us about this

Free initial consultation. Tell us what your business needs and we'll map the steps and a quote.

Talk to us about this+66 92 254 2045

Frequently asked questions about Buying & Selling a Business

6 questions answered

Yes. A tenant cannot assign the lease unless the lease allows it or the landlord consents. A takeover without written consent risks the lease being terminated after you have paid.
Buying the shares takes everything in the company, including its debts and tax exposure, but licences and contracts usually stay in place. Buying the shop or assets lets you choose what you take, but licences, the lease and staff must be transferred or redone.
It depends on the shop's real profit and the lease that remains. Key money that takes longer to earn back than the remaining lease is a warning sign; we work it out from the actual books and documents before you agree.
The landlord is bound only by the lease. If the seller represented that the lease could be renewed and that was untrue, you may claim a refund or damages from the seller — so have the landlord sign off on the transfer and the renewal terms before paying.
In a share purchase the employer stays the same company and employees' rights continue. In an asset purchase, moving to the buyer requires each employee's consent, and the seller must terminate and pay severance correctly for anyone who does not move.
Financial statements and tax returns that match real sales, the lease and the landlord's consent, an asset list, licences and the staff list. A complete file lets buyers check quickly and gives them fewer reasons to cut the price.

Further reading

Business Law
After Registration: Changing Directors, Capital, Address or Objectives of a Thai Company

A Thai company's registered particulars are what banks, counterparties and authorities rely on. Which changes need a shareholder resolution, which must be registered within fourteen days, what happens after a capital increase or a director resigns, and the knock-on updates companies forget.

9 min readForeign Investment Guide
Does Your Thai Company Need a Foreign Business Licence? How Service, Trading and Sourcing Businesses Get Classified

Before you incorporate, someone has to decide what your company actually does. The classification interview we run, the four routes a service or trading business realistically chooses between, and what a formation agent offering you a Thai 51% is really selling.

11 min readLabour Law Guide
How Much Severance Pay Am I Owed in Thailand? Employee Rights Guide 2026

Suddenly terminated? Learn what severance pay, payment in lieu of notice, and unfair-dismissal compensation you may be entitled to under Thai labour law — and how to claim through the Labour Court. By a Khon Kaen law firm with 40 years of experience.

11 min read

Other business services

Company & Corporate Registration
Company formation, changes to directors/capital/address/objectives, dissolution, and full DBD paperwork — handled end-to-end by a team that sees it through.
Accounting & Monthly Tax
Monthly bookkeeping, tax filing (withholding & VAT), annual financial statements, payroll, and social security — all in one place, right after we register your company.
Business License Applications
Industry-specific licenses — restaurants, food sale/storage, hotels, import-export, FDA, and e-commerce — with documents prepared and agencies coordinated for you.
Contract Drafting & Document Review
Draft and review business contracts of every kind — employment, NDAs, services, sale, lease — plus website T&Cs/privacy policies and demand letters, to prevent disputes before they start.
Notarial Services & Certified Translation
Notarial Services Attorney certification of signatures and documents, certified translation, and embassy/consular liaison — for use at home and abroad.
Employer Labour-Law Compliance & HR Advisory
Employment contracts and work rules that hold up, a documented discipline-and-termination process, and a standing labour adviser your HR team can call before they act — not after.
Work Permit & Visa Processing Service
Work permits and business visas filed and renewed end to end — company eligibility checked first, employer paperwork prepared, 90-day reporting handled, and clean cancellation when staff leave.
Retained Corporate Legal Counsel
A named lawyer on monthly retainer — reviewing the contracts you use, answering day-to-day questions, issuing demand letters, and settling disputes before they reach court.
Customs & Cross-Border Trade Compliance
Tariff classification and customs valuation, responding to post-clearance audits, challenging retrospective duty assessments, and claiming the privileges you are entitled to.
PDPA Compliance & Data Protection
Find out where the organisation is actually exposed, then put the documents and procedures in place — policies, consents, processing records, processor contracts, data-subject requests, and breach response.
Demand Letters for Unpaid Debts
A lawyer-issued demand letter setting a deadline to pay — putting the debtor formally in default, building the evidence you will need in court, and staying inside what the law on debt collection allows.
Legal Notices & Cease-and-Desist Letters
Lawyer-issued notices that terminate a contract, require a property to be vacated, demand an infringement stop, or set a deadline to cure a breach — plus replies to notices you have received.
Factory Setup in Thailand
The legal sequence for a new plant — investment route and site, land and lease diligence, building and factory licensing, machinery import, and work permits for the team that installs and runs it.
Family Business & Succession
Family constitutions, holding-company structures, shareholders' agreements between family members, and a plan for passing shares and management to the next generation — with what the family agrees written into documents Thai law will actually enforce.
Business Plans & Feasibility Studies
Business plans and financial projections for bank loans, BOI promotion applications, Foreign Business Licence applications, investors and partners, and project feasibility studies — written by the same team that prepares the legal documents.
Thai FDA Product Registration
Thai FDA registrations and notifications for food, supplements, cosmetics and medical devices, made in Thailand or imported — with a clear decision on who holds the licence, so the brand is not tied to a factory or importer.
Trademark Registration
Clearance searches, choice of classes, filing, responses to the Registrar, oppositions and renewals — plus international filings through the Madrid system.
Joint Ventures & Shareholders' Agreements
Structuring joint ventures between Thai and foreign partners, drafting joint venture and shareholders' agreements, forming the JV company, and agreeing the way out if partners disagree or part ways.
Asset Tracing & Judgment Enforcement
Tracing a debtor's assets before suing to judge whether the claim is worth pursuing, interim seizure when assets are being moved, and enforcement of judgments through seizure, attachment and auction — for business and foreign creditors.
Franchising
Franchise systems for brand owners — franchise agreements, disclosure documents, trademark registration and licence recording — and pre-signing review for franchisees, with the branch economics checked, not just the contract.
Corporate Secretarial Services
Keeping a Thai company's annual obligations complete and on time — shareholder meetings, minutes, the shareholder list, filing financial statements and registering changes — especially for companies with directors or shareholders abroad.
Company Closure & Liquidation
Closing a Thai company properly from start to finish — the resolution to dissolve, registration, Revenue Department notices and VAT cancellation, staff, the liquidation accounts and final registration — handled by the legal and accounting teams together.
Buying Property at Court Auction
Checks before you bid on a house, land or condo unit at a court auction — title, encumbrances, occupants and unpaid common fees — and the work after you win, through transfer of title and removal of anyone still in the property.
Employment Contracts, Salary Structures & Employee Handbooks
A complete set of HR documents for Thai companies: employment contracts by role, a salary structure that holds up legally and financially, work rules, and an employee handbook that agrees with them.
Migrant Worker Compliance for Employers (MOU Workers)
The employer's legal side of hiring workers from Myanmar, Laos and Cambodia under the MOU system: file checks, contracts, hiring and exit notices, renewals, changes of employer and inspections — alongside licensed recruitment agencies.
Employee Misconduct & Fraud Investigations
When an employee is suspected of fraud or serious misconduct: preserving evidence, a fact-finding process under the work rules, a properly founded disciplinary decision, a criminal complaint, and recovering the money.
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