Best Due Diligence Lawyers in Bang Khen

About Due Diligence Law in Bang Khen, Thailand

Due diligence is the structured review of legal, financial, operational, and regulatory information before a transaction or key decision. In Bang Khen, a district in Bangkok, due diligence most often arises in property acquisitions, company share purchases, joint ventures, franchise expansions, vendor onboarding, and compliance audits. Because Bang Khen transactions are governed by Thai national laws and Bangkok Metropolitan Administration rules, a proper review will pull records from local district authorities, Bangkok land and building agencies, and central government registries. The goal is to verify ownership and rights, uncover liabilities, test compliance, and allocate risk through contractual protections before closing.

Thai law places significant emphasis on documentary evidence and official registrations. Land ownership is proven through title deeds registered at the land office, corporate authority and ownership are confirmed through the Department of Business Development, and many licenses, tax filings, and labor obligations are recorded with specialized regulators. Most official documents are in Thai, and the Thai version generally controls. A well planned due diligence in Bang Khen therefore combines local record checks, interviews, site inspections, and regulatory confirmations, supported by Thai language legal review and certified translations where needed.

This guide provides plain language explanations for people unfamiliar with Thai due diligence, and is for general information only. It is not legal advice.

Why You May Need a Lawyer

You may need a lawyer when buying a condominium or land use rights in Bang Khen to confirm title, verify zoning and building approvals, and calculate taxes and fees payable at the land office. Legal help is also critical when acquiring shares in a Thai company to confirm valid incorporation, share capital, director authority, contracts, licenses, litigation exposure, and labor liabilities. If you are forming a joint venture or appointing a distributor or franchisee in Bang Khen, counsel can structure foreign ownership within Thai restrictions, draft enforceable contracts, and register security interests where appropriate.

Lawyers help identify and manage regulatory risks. This includes Personal Data Protection Act compliance during data room access, Anti Money Laundering requirements for customer and counterparty screening, Trade Competition merger notifications, and sector specific licenses such as factory, food, education, healthcare, and construction permits. A lawyer can coordinate searches at the Bangkok Metropolitan Land Office branch serving Bang Khen, liaise with the district office on building control and house registration, obtain certified company records, review tax filings, and arrange for technical specialists where environmental or structural issues may arise.

In negotiations, a lawyer translates diligence findings into protections such as representations and warranties, indemnities, price adjustments, escrows, and conditions precedent. For cross border clients, counsel bridges language and practice differences, ensures foreign exchange paperwork is correct, and guides closing logistics at Thai authorities.

Local Laws Overview

Corporate and contracts. Thai Civil and Commercial Code governs private companies, contracts, and security. Company profiles, shareholders, directors, and financial statements are obtained from the Department of Business Development. Public companies are also subject to the Public Limited Company Act and the Securities and Exchange Act, with oversight by the Securities and Exchange Commission for tender offers, insider rules, and major acquisitions.

Foreign ownership and licensing. The Foreign Business Act restricts foreigners from engaging in certain service and trading activities without a license or promotion. Some deals use Board of Investment promotion to allow foreign majority ownership subject to conditions. Nominee shareholding is illegal. Lawyers verify business objectives against FBA lists and check for BOI approvals or foreign business licenses.

Real estate and condominiums. The Land Code, Condominium Act, and related regulations govern property. Foreigners generally cannot own land directly but can own condominium units up to 49 percent of the building area if foreign currency funds are properly remitted and documented. Long term leases up to 30 years, usufruct, superficies, and condominium ownership are common alternatives. Lawyers confirm title type such as Chanote and check encumbrances, mortgages, and servitudes with the Bangkok Metropolitan Land Office branch responsible for Bang Khen properties.

Zoning and construction. The Building Control Act and Bangkok Metropolitan Administration ordinances apply to projects in Bang Khen. Due diligence includes checking building permits, construction approvals, environmental requirements, fire safety, and use compliance with local town planning rules. House registration records and building plans are typically reviewed at the district office and public works departments.

Taxes. Under the Revenue Code, deals may trigger corporate income tax issues, withholding tax, value added tax, specific business tax, and stamp duty. Property transfers handled at the land office involve transfer fees, withholding tax, and either specific business tax or stamp duty depending on the seller profile and holding period. A Thai tax review helps confirm liabilities and available exemptions such as a transfer of a business as a going concern.

Labor and social security. The Labour Protection Act sets minimum standards for wages, hours, leave, and severance. The Social Security Act requires employer and employee contributions. Work rules for larger employers, provident funds, and Workmen compensation obligations may also apply. Due diligence reviews employment contracts, contractor classifications, arrears, and disputes at the Labour Court.

Data protection and IT. The Personal Data Protection Act governs collection, use, disclosure, and cross border transfer of personal data. Parties should use compliant non disclosure agreements, define lawful bases for processing, and implement data room safeguards. The Computer Crime Act may be relevant for system access and incident response.

Anti money laundering and anti corruption. The Anti Money Laundering Act requires customer due diligence for regulated sectors and empowers the Anti Money Laundering Office. The Organic Act on Counter Corruption and Criminal Code prohibit bribery of officials. Diligence checks cover gifts and hospitality policies, dealings with state agencies, and procurement history.

Competition and merger control. The Trade Competition Act requires pre merger approval or post merger notification for certain thresholds based on market share or turnover. Early assessment can prevent closing delays and penalties.

Environmental and industrial. The Enhancement and Conservation of National Environmental Quality Act and the Factory Act govern environmental impact assessments, emissions, and factory licensing, which can affect warehouses or light industrial sites in Bang Khen. Site visits and license checks are recommended.

Security interests and insolvency. The Business Security Act allows registration of security interests over movable assets such as inventory and receivables. Bankruptcy risks are assessed through Central Bankruptcy Court records and Court of Justice databases.

Foreign exchange. The Exchange Control Act requires inward remittances and proper bank forms for certain transactions, including foreign condominium purchases. Buyers should retain bank certificates to support ownership registration and future repatriation.

Frequently Asked Questions

What documents are reviewed in a typical property due diligence in Bang Khen

Core documents include the land or condominium title deed, survey plan, current encumbrance and mortgage records, building permit and completion certificate, house registration, utility bills, management company and juristic person records for condominiums, common area bylaws, litigation searches, and seller identification or corporate authority documents. Your lawyer will also check the foreign ownership quota for condominiums and any zoning or environmental constraints.

How can a foreigner legally acquire property in Bang Khen

Foreigners can own condominium units within the 49 percent foreign quota if purchase funds are remitted in foreign currency with the correct bank forms. Foreigners generally cannot own land directly, but may consider a long term lease, usufruct or superficies rights, or acquiring a Thai company that already owns land if the business is genuine and not a nominee arrangement. Every structure must comply with the Foreign Business Act and Land Code.

How long does legal due diligence usually take

For a condominium unit, a focused legal review often takes 5 to 10 business days if documents are complete. For land with buildings, allow 2 to 4 weeks to cover title, construction, zoning, and taxes. For a private company acquisition, legal due diligence typically runs 3 to 6 weeks depending on the size of the business, availability of records, and whether regulatory approvals or merger filings are required.

Which government offices are involved for property checks in Bang Khen

Lawyers coordinate with the Bangkok Metropolitan Land Office branch serving Bang Khen for title and encumbrance records, the district office for house registration and building control matters, and the Bangkok Metropolitan Administration public works departments for building permits and zoning. Utility providers and the condominium juristic person are contacted for arrears confirmations and common area issues.

What are common red flags in company due diligence in Thailand

Red flags include inconsistencies between Department of Business Development filings and the target’s share register, missing board or shareholder approvals, undisclosed related party transactions, unpaid social security or tax liabilities, expired or non transferable licenses, reliance on nominee shareholders, unresolved labor disputes, pending litigation or administrative fines, and non compliance with data protection requirements.

Do we need consent to share employee and customer data during due diligence

Under the Personal Data Protection Act, parties should rely on an appropriate lawful basis and minimize data sharing. Typically, sellers can use legitimate interests for preliminary anonymized information and then share identified data under a tightly scoped non disclosure agreement, with access controls and purpose limitation. Cross border transfers must meet PDPA conditions, and sensitive data requires heightened safeguards.

When is merger control filing required in Thailand

The Trade Competition Act requires either prior approval or post notification for mergers that substantially reduce competition or meet financial and market share thresholds. The exact test depends on the nature of the combination and the market. Early competition assessment is recommended because closing before a required approval can result in penalties.

What taxes and fees apply when transferring property at the land office

Typical items include a transfer fee at 2 percent of the assessed value, withholding tax based on either progressive rates for individuals or 1 percent of the assessed value or selling price for companies, and either specific business tax at 3.3 percent or stamp duty at 0.5 percent, but not both. The actual allocation can be negotiated in the contract, but the authorities collect according to law at registration.

Can nominee structures be used to hold land or businesses for foreigners

No. Using Thai nominees to hold assets on behalf of foreigners violates the Foreign Business Act and Land Code and can lead to severe penalties including fines, imprisonment, and forced divestment. Legal alternatives include BOI promoted structures, allowable service scopes, condominium ownership, and long term land use rights that comply with Thai law.

How much does legal due diligence cost and what is the scope

Costs vary by asset and complexity. A condominium review is often a fixed fee covering title checks, quota confirmation, arrears, and contract review. Corporate due diligence is usually billed on time spent and may include corporate governance, material contracts, licenses, labor, litigation, IP, tax coordination, and regulatory checks. Request a written scope, timeline, and deliverables summary that matches your transaction goals.

Additional Resources

Department of Business Development. Maintains company registrations, shareholders, director lists, and annual financial statements. Useful for corporate profile verification in acquisitions and joint ventures.

Bangkok Metropolitan Land Office Branch Bang Khen. Handles title and encumbrance searches, and registration of transfers, mortgages, and leases for properties in the Bang Khen area.

Bang Khen District Office and Bangkok Metropolitan Administration Public Works. Provides building permits, house registration records, and local planning and building control information relevant to construction and use compliance.

Revenue Department. Guides VAT, withholding tax, specific business tax, stamp duty, and corporate income tax issues that arise in transactions and reorganizations.

Board of Investment. Issues investment promotion certificates that can allow foreign majority ownership and tax incentives subject to conditions that should be reviewed during due diligence.

Trade Competition Commission. Oversees merger control notifications and approvals for transactions meeting competition thresholds.

Securities and Exchange Commission. Regulates tender offers, major shareholding disclosures, and public company transactions when listed or public entities are involved.

Anti Money Laundering Office. Issues customer due diligence rules and supervises reporting entities. Relevant for KYC and source of funds checks.

Personal Data Protection Committee Office. Issues PDPA sub regulations and guidance on data processing, security, and cross border transfers that affect due diligence data rooms.

Central Bankruptcy Court and Court of Justice. Provides information about insolvency proceedings and court litigation that may impact transaction risk and pricing.

Next Steps

Clarify your deal objective and risk tolerance. Write down the assets or shares you want to buy, the timeline, and any must have approvals. This allows counsel to tailor a due diligence plan that is proportionate and focused.

Engage a Thai qualified, bilingual lawyer experienced in Bang Khen transactions. Ask for a written scope, fee estimate, and timeline. Provide an initial document list and authority to contact relevant authorities and the counterparty.

Put a robust non disclosure agreement in place. Ensure it is compliant with the Personal Data Protection Act, clearly limits use of data to the transaction, and sets security standards for any data room.

Request a document package aligned to the asset type. For property, request title deeds, encumbrance records, permits, plans, condominium juristic person documents, and arrears letters. For companies, request corporate filings, minute books, contracts, licenses, financials, tax filings, HR documents, litigation lists, IP registrations, and compliance policies.

Conduct government searches and site checks in Bang Khen. Your lawyer should confirm records at the Bangkok Metropolitan Land Office branch, district office, and Department of Business Development, and coordinate site inspections to verify physical conditions against permits and plans.

Identify regulatory clearances and timing. If merger control, foreign business licensing, sector permits, or BOI amendments are required, build these into a realistic closing timeline and allocate responsibilities in the contract.

Translate and reconcile documents. Where documents are in Thai, obtain certified translations of critical items and ensure the deal terms reflect the controlling Thai text to avoid surprises at registration or closing.

Negotiate protections based on findings. Use representations and warranties, disclosure schedules, indemnities, price adjustments, escrow, and conditions precedent to address identified risks. Clarify tax allocation and closing deliverables.

Plan closing logistics. For property, arrange attendance at the land office with original documents, payment instruments, tax calculations, and authority documents. For shares, prepare share transfer forms, updated company filings, and director registrations with the Department of Business Development. Ensure foreign exchange forms are ready for any foreign capital movements.

Complete post closing compliance. File required changes with authorities, update licenses and permits, notify employees where required, integrate data processing records for PDPA compliance, and calendar renewal and reporting dates to protect ongoing operations.

If you are uncertain at any stage, seek a targeted legal consultation. A short review early in the process often saves time and cost by preventing avoidable risks and delays.