TTT+Partners

TTT+Partners is a Bangkok-based law firm providing top-tier legal solutions.

11/08/2026

Thailand tightens regulations on foreign investment and anti-nominee measures

On 14 July 2026, Thailand’s Department of Business Development (DBD) issued Order No. 2/2569, introducing enhanced documentary requirements aimed at preventing the use of nominee shareholders to circumvent the foreign ownership restrictions under the Foreign Business Act B.E. 2542 (1999) (FBA). Effective from 1 August 2026, the Order consolidates and replaces two earlier DBD orders, while expanding the evidence required to verify that Thai shareholders are genuine investors and beneficial owners of their interests. In this Insight Krittiya Wuddhihiranpreeda, Thanchanok Engsrisawang, Kanatat Damrongchaitham, Nutcha Maneein, and William Wollmann examine the key changes introduced by Order No. 2/2569, including the new requirements for incorporations and corporate amendments involving foreign participation, and consider the practical implications for businesses and investors operating in Thailand.

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Thailand’s Department of Business Development (“DBD”), the principal authority responsible for registering and supervising business entities, has intensified enforcement against nominee arrangements used to circumvent the foreign ownership restrictions under the Foreign Business Act B.E. 2542 (1999) (the “FBA”).

On 14 July 2026, the DBD’s Central Registered Office of Partnerships and Companies issued Order No. 2/2569 (“Order No. 2/2569”), effective 1 August 2026, tightening the documentary evidence required to confirm that Thai shareholders are genuine investors — and not nominees for foreign beneficial owners.

1. Effect on Previous Orders

Order No. 2/2569 repeals and consolidates two preceding orders:

Order of the Central Registered Office of Partnerships and Companies No. 2/2568 (dated 1 December 2025) – previously governed documentary evidence for new incorporations involving foreign partners or foreign signatory directors; and
Order of the Central Registered Office of Partnerships and Companies No. 1/2569 (dated 16 March 2026) – previously governed corporate amendments adding foreign partners or foreign signatory directors.

2. Key Triggers and Required Documentation

Order No. 2/2569 sets different evidentiary standards depending on whether the filing is a new incorporation or a subsequent corporate amendment.

A. New Entity Incorporations

Additional financial verification is required when registering a new partnership or limited company if:

Foreign partners or shareholders hold less than 50% of the partnership capital or the company’s registered capital; or
A limited company has no foreign shareholders but appoints a foreign director authorised to bind the company, solely or jointly with another director.

Required documents:

Investment Clarification Letter (Incorporation): a prescribed form detailing investment amounts, transfer dates, bank branches, and account details for capital contributions.

3-Month Bank Statements (Thai investors): covering the three months before payment, showing withdrawal or transfer entries that match each Thai partner’s or shareholder’s share subscription.
Bank Statement (receiving account): of the managing partner or director receiving the funds, showing matching deposit entries from all investors.

Previously, only the 3-month bank statements were required; Order No. 2/2569 adds the Investment Clarification Letter and the receiving-account bank statement.

B. Subsequent Corporate Amendments

Documentation is triggered when:

Partnerships: amending the partners of (a) an all-Thai partnership; or (b) a partnership with 50% or more foreign capital, in either case resulting in the partnership having foreign partner(s) holding less than 50% of capital, without a foreign managing partner; or

Limited companies: amending the authorized signatories of a company whose signatories are all Thai nationals, resulting in a foreign national becoming an authorized signatory, whether solely or jointly.

3. Required Documents

The required documents follow a two-tiered approach based on the entity’s incorporation date and the timing of the amendment:

Tier 1: entities incorporated before 1 August 2026, or amendments filed more than one year after incorporation:

Confirmation Letter of Investment: a signed declaration by the applicant or authorised director confirming genuine investment without nominee arrangements, acknowledging the penalties under the FBA and the Penal Code.

Tier 2: entities incorporated on or after 1 August 2026 and amendments filed within one year of incorporation:

Investment Clarification Letter (Amendments): identifying the receiving bank account and the amount and date of each capital contribution or share payment.

Confirmation Letter of Investment (as above); and

Bank statements: evidencing receipt of the full capital contribution or share payment made at incorporation, into the entity’s account or the receiving director’s or managing partner’s account.

Summary of Required Documentation Under Thailand's New Anti-Nominee Rules

At Incorporation: ✅ Investment Clarification Letter ✅ 3-month bank statements of Thai investors ✅ Receiving account bank statement

Tier 1 Amendments: ✅ Confirmation Letter of Investment

Tier 2 Amendments: ✅ Investment Clarification Letter ✅ Confirmation Letter of Investment ✅ Entity or receiving account bank statement

4. Effective Date

Applications filed before 1 August 2026: will continue to be evaluated under the rules in effect on the filing date.
Enforcement: Order No. 2/2569 applies to all corporate filings submitted on or after 1 August 2026.

Key Takeaways

Maintain full banking audit trails. Thai shareholders in joint ventures must be able to trace their share payments through 3-month bank statements showing withdrawal or transfer entries that match the amount and date of their capital contribution.

Foreign authorised directors trigger scrutiny at two points. Appointing a foreign signatory at incorporation requires an Investment Clarification Letter and supporting evidence of the source and payment of capital; appointing one later by amendment requires a Confirmation Letter of Investment, with fuller evidence for entities incorporated on or after 1 August 2026 that amend within one year.

Watch the one-year window. Amendments made within one year of incorporation, for entities formed on or after 1 August 2026, require the fullest documentation.

Other DBD orders remain in force. Order No. 1/2567 still requires bank evidence of capital receipt for entities with registered capital exceeding THB 5 million, and Order No. 4/2568 still requires a consent letter (and proof of right to use the premises) where a registered office address already hosts five or more entities.

03/08/2026

Applications are now open for the TTT+Partners Summer Associates Program 2027.

TTT+Partners invites applications from outstanding third-year law students who are seeking the opportunity to gain practical experience at one of Thailand's most respected new law firms.

Our Summer Associates Program offers participants the opportunity to work alongside experienced lawyers across a broad range of practice areas, providing meaningful exposure to the work of a leading full-service law firm and valuable insight into the practice of law.

If you are looking to develop your legal knowledge, strengthen your practical skills, and begin your professional journey in a dynamic and collaborative environment, we encourage you to apply.

Application Period: Now – 30 September 2026

APPLY: Please scan the QR code to complete the application form.

Places are limited, so please apply early and explore your legal career with us!

17/07/2026

TTT+Partners advised Glow IPP 3 Co., Ltd., a subsidiary of Global Power Synergy Public Company Limited (GPSC), on the divestment of its 33.33% equity stake in Eastern Seaboard Clean Energy Co., Ltd.(“ESCE”) to Veolia Environmental Services (Thailand) Co., Ltd., a leading provider of sustainable environmental solutions.

ESCE holds a 100% equity stake in Chonburi Clean Energy Co., Ltd. (CCE), a company engaged in industrial waste-to-energy projects. This strategic transaction forms part of GPSC’s broader portfolio optimization and long-term investment strategy in the energy and utilities sector, reflecting its ongoing focus on enhancing operational efficiency and sustainable growth.

Our team provided comprehensive legal support throughout the transaction, including legal due diligence, transaction structuring, drafting and negotiating key transaction documents, and ensuring regulatory compliance under Thai law.

TTT+Partners team was led by Veeranuch Thammavaranucupt and Parithat Chamnongsilp, with key support from Kanatat Damrongchaitham and Veerapattra Mangmee.

This transaction underscores TTT+Partners’ deep expertise in complex M&A transactions and the energy sector, supporting clients in high-impact, strategic transactions across Thailand and the region.

15/07/2026

On 1 July 2026, Thailand’s Securities and Exchange Commission (SEC) introduced a fundamentally revised regulatory framework for Related Party Transactions (RPTs) and Material Transactions (MTs) applicable to companies listed on the Stock Exchange of Thailand (SET) and the Market for Alternative Investment (MAI). While attention has largely focused on specific rule changes, the reform represents a broader shift in the SEC’s approach to transaction oversight, corporate governance, and investor protection. In this Insight Arnut Pongprueksa, Maythawi Boonyapinyo, Thananya Chaikamonsuk, and Parithat Chamnongsilp outline the key themes underpinning the new framework, highlighting the most significant regulatory developments, and outline the practical implications for listed companies.

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The Securities and Exchange Commission ("SEC") has introduced a new regulatory framework governing related party transactions (“RPTs”) and material transactions (“MTs”) for companies listed on the Stock Exchange of Thailand (“SET”) and the Market for Alternative Investment (“mai”), effective from 1 July 2026. Whilst many market participants have focused on individual amendments, the reform is better understood as a comprehensive redesign of Thailand's transaction governance framework, rather than a mere update of technical rules.

At a high level, the reform is driven by seven key themes.

1. Simpler and More Coherent Regulatory Framework

One of the primary objectives of the reform is to simplify the regulatory landscape. Under the previous regime, practitioners often needed to consult multiple sources, including SEC notifications, SET regulations, FAQs and regulatory guidance as well as seek informal guidance directly from the regulators. The new framework consolidates the substantive rules into a single instrument, supplemented by implementation manuals, making the rules considerably easier to navigate and apply in practice.

2. Greater Legal Certainty

The SEC has also codified a number of regulatory interpretations that previously existed only through market practice or informal guidance. By expressly addressing issues that were previously unclear, the new rules reduce interpretative uncertainty and enable listed companies to assess transactions with greater confidence. For example, the exemptions applicable to both MTs and RPTs are now clearly set out in the rules, with further explanatory notes provided in the SEC's guidelines.

3. Substance Over Form: A More Proportionate Framework

Several technical amendments have been introduced to produce outcomes that more accurately reflect the commercial substance of transactions. These include revisions to aggregation rules, transaction thresholds and calculation methodologies, notably the replacement of net tangible assets (NTA) with net assets (NA) for certain calculations. Whilst some thresholds have been lowered, other changes afford greater flexibility to listed companies, resulting in a more balanced and proportionate regulatory framework overall.

4. A Broader Scope of Regulated Material Transactions

The new MT rules no longer focus solely on acquisitions and disposals of assets. In order to align with the provisions of the Securities and Exchange Act, they now extend to a broader range of significant transactions, including certain leases, financial assistance arrangements, loans, guarantees and security arrangements. As a result, transactions that were previously outside the scope of the MT regime may now require size calculations and further regulatory analysis.

5. Enhanced Investor Protection

The reform introduces several measures aimed at strengthening investor protection and enhancing corporate governance. These include greater protection for minority shareholders, most notably the introduction of a 10% veto right, which allows shareholders holding at least 10% of the voting rights of shareholders attending and entitled to vote to block a proposed resolution where either the Independent Financial Adviser (“IFA”) recommends against the transaction or the Audit Committee does not support it. In addition, the new rules introduce ongoing disclosure obligations following shareholder approval, requiring listed companies to keep shareholders informed of material developments, including the progress and status of transactions that have already been approved.

6. Streamlined Compliance for Listed Company Groups

The SEC has also sought to improve regulatory efficiency by removing duplication of procedures for listed companies within the same group. Where a listed subsidiary has already complied with the applicable MT or RPT requirements, the listed parent company will generally not be required to undertake the same approval process again. This should reduce compliance costs for the group overall whilst still maintaining appropriate levels of investor protection.

7. Greater Accountability for Independent Financial Advisers

A further significant development is the removal of the SEC’s pre-review of IFA reports. Whilst IFAs remain responsible for preparing opinions for shareholders, those reports will no longer be subject to SEC review prior to circulation. This places greater responsibility of IFAs to exercise independent professional judgement and reinforces their role as an important gatekeeper within Thailand’s corporate governance framework.

Key Takeaways

The new rules are not simply a compliance exercise. Listed companies should treat this as an opportunity to align their internal frameworks with the revised requirements. In particular, companies should:

(a) update their transaction aggregation methodologies to reflect the extension of the MT aggregation period from six months to 12 months (noting that aggregation under the new MT rules is limited to related transactions or those forming part of the same project), and the expanded scope of persons whose transactions must be aggregated under the revised RPT rules;

(b) review and update disclosure templates and internal calendars to meet the new progress reporting obligations — companies that have obtained shareholder approval for a transaction must disclose progress reports by 31 January and 31 July each year, and include updates in their Form 56-1 One Report, until the relevant transaction is completed; and

(c) brief their Audit Committees on their increased responsibilities under the new framework, including the significance of the minority shareholder veto mechanism.

Ultimately, the reform reflects the SEC’s broader objective of creating a regulatory framework that is clearer and more practical, whilst continuing to strengthen corporate governance and investor protection. Companies that understand the rationale behind these reforms will be better placed to navigate future transactions efficiently and with confidence.

10/07/2026

TTT+Partners advised Plan B Media Public Company Limited (“PLANB”) on its acquisition of an 11.01% equity interest in COM7 PCL (“COM7”), with a total transaction value of ~THB 7.2 billion (USD 206 million).

The transaction resulted in PLANB becoming a major strategic shareholder in COM7, one of Thailand’s leading information technology and digital lifestyle product retailers. The investment supports PLANB’s strategy to expand its out-of-home media platform into a broader digital ecosystem encompassing retail technology, consumer financing, and electric vehicle (EV) platforms, while diversifying its revenue streams, generating stable long-term dividend returns, and creating significant commercial synergies across the two companies’ nationwide platforms.

Our scope of work included conducting legal due diligence, advising on the transaction structure, preparing and reviewing the required disclosures in compliance with the regulations of the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET), and advising the client throughout the ex*****on and successful completion of the transaction.

The team was led by Veeranuch Thammavaranucupt and Parithat Chamnongsilp, with support from Arnut Pongprueksa, Kanatat Damrongchaitham, Sahatsawat Satpretpry, Arch Suntharasantic, and Veerapattra Mangmee.

09/07/2026

TTT+Partners acted as Thai legal counsel to AGPH (Thailand) Co., Ltd. in connection with its voluntary tender offer for all securities of Polyplex (Thailand) PCL (PTL), with an aggregate transaction value ~THB 13.5 billion (USD 405.6 million).

The tender offer covers up to 900,000,000 ordinary shares, representing 100% of PTL’s total issued and outstanding voting shares, at an offer price of THB 15.00 per share. The offer was launched on 29 June 2026, with the tender offer period running from 30 June 2026 to 5 August 2026.

The transaction involved advising on all Thai law aspects of the voluntary tender offer, including regulatory compliance, transaction implementation, preparation and review of the tender offer documentation, and coordination with the relevant regulatory authorities and other stakeholders throughout the offer process.

TTT+Partners was led by Veeranuch Thammavaranucupt, with support from James Lawden, Arnut Pongprueksa, Thananya Chaikamonsuk, Maythawi Boonyapinyo, and Supitchaya Chanpal.

02/07/2026

TTT+Partners advised Tanachira Retail Corporation PCL (“TAN”) on its strategic partnership with Saha Pathana Inter-Holding PCL (“SPI”), I.C.C International PCL (ICC) and TPCX Company Limited one of Thailand’s leading business groups.

The transaction establishes a collaborative platform and intermediary framework for the acquisition, development, and expansion of brands and business ventures in Thailand and internationally. The partnership is intended to strengthen TAN’s retail ecosystem and support its long-term growth strategy through the introduction and scaling of new brands.

The transaction represents a significant milestone in TAN’s retail portfolio development and is expected to facilitate the launch and expansion of new flagship brands in Thailand over the coming years.

Our scope of work included advising on the overall transaction structure, reviewing and drafting relevant transaction documentation, and providing comprehensive advice on corporate, commercial, and regulatory matters in connection with the strategic collaboration, as well as supporting the client throughout the structuring, ex*****on, and implementation of the partnership arrangement.

The team was led by Parithat Chamnongsilp working alongside Lapas Komarapajkul and Nutcha Maneein.

01/07/2026

TTT+Partners is pleased to announce that, together with Linklaters Asia, the firm has received the "M&A Deal of the Year" award for the landmark GULF-INTUCH merger at the 2026 Asian Legal Business SE Asia Law Awards.

This prestigious accolade underscores our strength in advising on complex, high-value, and transformative transactions, and reflects our continued commitment to delivering exceptional legal solutions.

In this significant transaction, TTT+Partners advised Intouch Holdings PLC (INTUCH) and Singapore Telecommunications Ltd. (Singtel), while Linklaters acted for Gulf Energy Development PCL (GULF). The merger brings together leading publicly listed companies in Thailand’s energy and telecommunications sectors and will lead to the creation of a newly listed company, further enhancing the country’s digital and energy landscape.

The TTT+Partners team was led by Veeranuch Thammavaranucupt, James Lawden, and Arnut Pongprueksa, with invaluable support from Maythawi Boonyapinyo and Supitchaya Chanpal. Arnut Pongprueksa and Maythawi Boonyapinyo kindly represented the firm at the ceremony accepting the award on behalf of the team.

We are deeply grateful to ALB for this recognition and sincerely thank our clients for their trust and confidence. We also extend our appreciation to Linklaters for their outstanding collaboration throughout this transaction. Not least, we thank the broader team, whose collective efforts were central to delivering one of the most significant and complex recent transactions in Thailand and the region.

01/07/2026

TTT+Partners acted as Thai legal counsel to JustCo Holdings Pte. Ltd., a leading Asia-Pacific flexible workspace operator, on its SGD 100 million initial public offering and listing on the Mainboard of the Singapore Exchange (SGX).

The IPO involved the issuance of 32.1 million shares and 74.3 million cornerstone shares at SGD 0.94 per share, and represents a key milestone in JustCo’s regional growth strategy across Asia-Pacific, including continued investment in its Thailand operations. The proceeds will support the company’s “protect and grow” strategy, including capital expenditure, IT infrastructure upgrades, and workspace fit-outs across existing hubs, as well as expansion into additional regional markets.

The transaction involved a complex cross-border offering requiring Thai legal input on regulatory compliance, employment matters, and commercial leasing frameworks for flexible workspace operations. Our team supported the client throughout the transaction, including due diligence on Thai subsidiaries and review of disclosure documentation for the IPO prospectus.

TTT+Partners team was led by Veeranuch Thammavaranucupt, with support from Supasiri Korattana, Thanchon Phetroocheang, Kanatat Damrongchaitham, and Veerapattra Mangmee.

25/06/2026

TTT+Partners warmly welcomes the third cohort of the TTT+Partners Summer Associates Program for 2026.

Over the past three years, the program has developed into a highly selective and distinguished platform for aspiring legal professionals, offering a rigorous ten-week immersion into the standards, discipline, and expectations of leading legal practice.

This year, we are proud to welcome an outstanding group of law students from Chulalongkorn University, Thammasat University, and Srinakharinwirot University, each selected for their academic achievement, intellectual rigor, and potential to contribute to the profession:

CLASS OF 2026

• apichatpong kongjaroon
• Aratchaporn Pattarakodchakorn
• Noramon Suvannawongse
• Parattakorn Kanjanakantika
• Passavit Onsaloong
• Pattarawadee Chunsanit
• Phawin Sakulwong
• Piyachat Kaovirul
• Piyapat Itsararangsun

We look forward to accompanying you during this important stage in your legal careers!