As is the case in other countries, acquisitions in Thailand can take the form of a share acquisition (purchase of shares in a Thai company) or an assets acquisition (purchase of assets from a Thai company).
Share Acquisitions
Foreign companies and individuals are able to acquire shares in a Thai company, but in the case the Thai company's business being a restricted business operation under Thailand's Foreign Business Act, lawyers may advise foreign companies and individuals about a need to obtain approval from the Foreign Business Committee or about a Board of Investment privilege or about acquiring the shares in the Thai company via a holding vehicle in Thailand.
For share acquisitions, the Thailand taxes payable are as follows:
For a capital gain (difference between the sales price and the cost price of the shares) earned by a Thai company seller
Thailand corporate income tax - paid by the seller
For a capital gain (difference between the sales price and the cost price of the shares) earned by a Thai individual seller
Thailand personal income tax - paid by the seller
For a capital gain earned by a non-Thai company or individual, and the capital gain is paid from or in Thailand
Thailand withholding tax - deducted and remitted to the Revenue Dept by the purchaser
For the instruments executed for the transfer of the shares (share transfer forms)
Thailand stamp duty tax - paid by the seller unless otherwise agreed
Asset Acquisitions
Foreign companies and individuals generally acquire assets in Thailand through a new Thailand company that is established by the foreign company or individual.
The Thailand taxes payable are as follows:
For a capital gain (difference between the sales price and book value of the assets) earned by a Thai company seller
Thailand corporate income tax - paid by the seller
For a capital gain (difference between the sales price and book value of the assets) earned by a Thai individual seller
Thailand personal income tax - paid by the seller
For payments made to a Thai company or individual seller for assets in the form of licenses, copyrights or other rights
Thailand withholding tax - deducted and remitted to the Revenue Dept by the purchaser
For payments made to a Thai company or individual seller for movable assets
Thailand value added tax - paid by the purchaser to the seller
For payments made to a Thai company or individual seller for immovable assets
Thailand specific business tax - paid by the seller
For the instruments executed for the purchase of assets
Thailand stamp duty tax - paid by the seller, unless otherwise agreed
Our Tax Insights and Updates are general information publications focusing on the laws for meeting tax compliance obligations, and tax rights and entitlements under the laws.