Buying an existing Thai company is often the fastest way into a market — an operating licence already granted, a lease already in place, staff already trained, a history that a tender requires.
It is also the purchase of everything that entity has ever done, including the parts nobody has found yet.
Decide first: shares or assets
A share purchase takes the entity as it stands. Contracts, licences, employees, tax position and disputes stay where they are, because nothing has changed except who owns the shares. That continuity is usually the reason for the deal.
An asset purchase takes specified things and leaves the entity behind. Cleaner, but it only works where what you want can actually be transferred — and licences, leases and some contracts often cannot be, or not without consent that gives a counterparty leverage.
If the valuable thing is transferable, ask hard why you are buying the entity at all.
The order that finds problems earliest
1. Corporate records. Affidavit, registered particulars, shareholder register, share transfer history, board and shareholder minutes. Confirm the seller can actually sell what they are offering and that the register agrees with the filings. See who can bind your Thai company.
2. Filing history. Whether financial statements were prepared, audited and submitted on time, every year. A pattern of late or missing filings is rarely an isolated administrative lapse; it usually indicates how the rest of the company was run.
3. Tax. Returns filed, positions taken, periods still open to assessment, and whether the accounts support them. Pay particular attention to payments to related parties and to anything characterised in a way that suits the accounts rather than the facts.
4. Employment. Headcount, terms, accumulated service, anyone engaged as a contractor who looks like an employee, and any practice that has hardened into an entitlement. In a share purchase all of it continues unchanged.
5. Property and premises. Title documents, the lease chain, whether the registered address is supportable, and any restriction on the land relevant to the business.
6. Licences and permits. What the business holds, on what conditions, and whether any of them are affected by a change of ownership.
7. Disputes and enforcement. Live litigation, threatened claims, judgments, and any enforcement against the company's assets.
8. Related-party arrangements. Loans, charges and agreements with the seller's other companies — including ones that need to be unwound at completion.
What foreign buyers most often skip
Verifying against official records rather than relying on the seller's bundle. Differences turn up often enough that verification is the default, not a precaution.
Reading the employment history, on the assumption that staff can be reorganised after completion. In a share purchase, service and entitlements continue.
Checking whether the ownership structure they are buying into works for them, rather than only whether it worked for the seller — see the complete guide to foreign investment in Thailand.
Planning the first 90 days after completion — signature arrangements, bank mandates, registered particulars, and the filing calendar that does not pause for a change of ownership.
Protection in the agreement
No review of an imperfectly documented company finds everything, which is why what the review cannot confirm should be carried by the agreement — representations, warranties, indemnities for identified risks, and where appropriate a retention until specific periods close. The findings and the drafting are one exercise, not two.
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If you are looking at a Thai target and want the review scoped around the risks that actually matter for your deal, talk to our team.