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Due diligence is the process of verifying facts, risks, rights, and obligations before a transaction or commitment. In Bang Khun Thian, a coastal district in Bangkok with residential areas, seafood processing, logistics corridors along Rama II Road, and environmentally sensitive coastal zones, due diligence commonly covers company shares or assets, real estate and land, regulatory compliance, environmental impact, employment, tax, data privacy, and anti-corruption exposure. Thai national laws apply, with local implementation by Bangkok Metropolitan Administration and district offices. Proper due diligence helps you confirm what you are buying, uncover hidden liabilities, and structure protections in contracts.
You may need a lawyer when buying or leasing land or buildings in Bang Khun Thian. Local factors include title variations, coastal and waterway setbacks, building control rules, condominium foreign ownership quotas, and potential environmental restrictions. Counsel can verify title records, encumbrances, zoning and planning, building and factory licenses, and any expropriation or public works plans that could affect the property.
For mergers, acquisitions, joint ventures, or share transfers, a lawyer can review corporate records, shareholder structures, director authority, historical filings, litigation, regulatory approvals, sector licenses, tax exposure, and anti-corruption risks. Foreign investors often need guidance under the Foreign Business Act and on whether Board of Investment promotion or other exemptions are available.
For operational compliance, legal help is valuable in data privacy under the PDPA, employment and social security compliance, health and safety, environmental permits and EIAs for certain projects, factory licensing, food and drug approvals for seafood and food businesses, transportation licensing, and import-export controls relevant to coastal and logistics activities.
Lawyers also assist with contract risk allocation. They translate Thai-language documents, confirm that signatures are valid, ensure that warranties and indemnities address discovered risks, and align closing conditions with required government filings and approvals.
Corporate and commercial law. Most corporate matters are governed by the Civil and Commercial Code, the Public Limited Companies Act for public companies, and Department of Business Development regulations. Due diligence typically reviews the company affidavit, objectives, authorized directors, share register, minutes, articles, financial filings, and encumbrances such as share pledges. Litigation and bankruptcy searches are conducted through Thai court systems and official gazettes.
Foreign ownership and licensing. The Foreign Business Act restricts foreign-majority ownership in many service businesses unless a foreign business license, certificate, or BOI promotion is obtained. Using nominee shareholders to evade restrictions is illegal. A lawyer will test whether the target’s activities fall under restricted business categories and whether existing licenses are valid and transferable.
Real estate and land. Title types include Chanote, Nor Sor 3 Gor, and others. The Land Code and Department of Lands procedures govern transfers, leases, mortgages, servitudes, usufructs, and caveats. Foreigners generally cannot own land, but can own condominium units within the foreign quota or lease land and buildings. Leases of immovable property are typically up to 30 years, with a specific regime allowing up to 50 years for certain commercial or industrial leases. Due diligence involves land office searches at the relevant Bangkok Land Office branch serving Bang Khun Thian, verification of boundaries and access, review of servitudes and encroachments, and checks for any expropriation plans.
Bangkok planning and building control. The Bangkok Comprehensive Plan sets zoning and floor area rules, and the Building Control Act and Bangkok ordinances regulate permits, use, height, setbacks, parking, and fire safety. In Bang Khun Thian, waterway setbacks and coastal considerations can be significant. Your lawyer should review approved building permits, modification permits, and occupancy certificates, as well as any incomplete inspections or outstanding orders.
Environmental and coastal issues. The Enhancement and Conservation of National Environmental Quality Act provides for EIAs on certain projects. The Promotion of Marine and Coastal Resources Management Act supports protection of mangroves and coastal areas, which are present in Bang Khun Thian. Environmental due diligence may include site inspections, hazardous substances handling, wastewater and air permits, and compliance histories. For factories, the Factory Act licensing regime applies based on activity and capacity.
Data privacy. Thailand’s Personal Data Protection Act applies to most businesses that process personal data. Due diligence reviews privacy notices, lawful bases for processing, consent practices, vendor contracts, cross-border transfers, security measures, and incident response. Non-compliance can lead to administrative penalties and civil claims.
Employment. The Labour Protection Act, Labour Relations Act, Social Security Act, and Workmen’s Compensation provisions govern employment terms, working hours, termination, severance, and benefits. Due diligence checks contracts, work rules, payroll practices, migrant worker permits when relevant, and pending labor claims. In Bangkok, the provincial minimum wage and local labor office practices apply.
Tax. The Revenue Code governs corporate income tax, VAT, withholding tax, and personal income tax. Real estate transfers trigger specific taxes and fees at the land office. A tax review covers filings, assessments, VAT refunds, related party transactions, and any ongoing audits or rulings.
Competition and anti-corruption. The Trade Competition Act restricts anti-competitive conduct and certain mergers. Anti-corruption risks arise under the Criminal Code and organic anti-corruption laws. Due diligence reviews hospitality, sponsorships, public procurement history, third-party intermediaries, and internal controls. Anti-money laundering and counter-terrorism financing rules may require KYC, especially in financial or high-value transactions.
Intellectual property and technology. Trademarks, copyrights, patents, and software licenses should be verified through the Department of Intellectual Property. Technology and e-commerce operations require checks on platform licenses, consumer protection compliance, and PDPA alignment.
It usually covers corporate records, shareholding and director authority, financial statements, contracts, licenses and permits, employment, litigation and regulatory actions, tax filings, data privacy, environmental compliance, and intellectual property. Sector specific reviews apply for food processing, logistics, and manufacturing common in the district.
Your lawyer requests an official search of the title deed at the Bangkok land office branch serving Bang Khun Thian to confirm ownership, mortgages or liens, servitudes, leases, and any caveats. They also review cadastral maps and may coordinate a site survey to confirm boundaries and access roads or canals.
Foreigners can generally own condominium units within the foreign quota but cannot own land outright except under limited exemptions. Long-term leases, building ownership separate from land in certain cases, and BOI or other special regimes may provide alternatives. A lawyer can structure a compliant approach and register the correct rights.
Bang Khun Thian has mangrove and coastal areas and canals. Typical issues include waterway setbacks, wastewater discharge permits, coastal protection rules, EIA triggers for certain projects, and proper handling of seafood processing waste or hazardous substances. Compliance histories with inspections by local authorities should be checked.
It depends on the project type and scale. Certain industrial plants, large buildings, and infrastructure works require EIAs under Thai law. Your lawyer and environmental consultant can screen the project against current EIA categories and advise on the approval process and timelines.
The review checks whether the business has PDPA compliant notices, records of processing, lawful bases, cross-border transfer safeguards, vendor contracts with data protection clauses, security policies, and incident response. Gaps are flagged with remediation steps or reflected in warranties and indemnities.
The Foreign Business Act restricts many service businesses for foreign-majority companies. If the target operates in a restricted category, you may need a foreign business license, a certificate, or BOI promotion. Using nominee shareholders is illegal. Legal counsel will map activities against the restricted lists.
Timing depends on scope and responsiveness. A focused corporate and regulatory review may take 2 to 3 weeks. Adding property, environmental, employment, and tax reviews can extend to 4 to 6 weeks or more, especially if government searches or translations are needed.
Prepare the title deed copy, seller identification, company affidavit and minutes authorizing the sale, building permits and occupancy certificates, utility and tax payment records, existing leases, and any factory or business licenses. For foreigners buying a condo, your bank documentation for foreign exchange may be required at registration.
Common tools include price adjustments, specific indemnities, escrow, conditions precedent for license transfers or approvals, post closing covenants, and retention or holdback amounts. Material findings may lead to deal restructuring or walking away if unfixable.
Bang Khun Thian District Office - for local administrative and building control coordination.
Bangkok Metropolitan Administration - Department of Public Works - for building permits, occupancy certificates, and planning inquiries.
Bangkok Land Office - Bang Khun Thian Branch - for land title searches and registrations.
Department of Business Development, Ministry of Commerce - for company affidavits and corporate filings.
Department of Industrial Works - for factory licensing and environmental controls applicable to industrial operations.
Office of Natural Resources and Environmental Policy and Planning - for EIA procedures and approvals.
Department of Marine and Coastal Resources - for coastal protection and mangrove related issues.
Office of the Personal Data Protection Committee - for PDPA guidance and regulatory announcements.
Revenue Department - for tax registrations and rulings relevant to transactions.
Department of Intellectual Property - for trademark and patent searches.
Define scope and objectives. Clarify whether your focus is a share acquisition, asset purchase, property deal, or compliance audit. Identify the critical approvals or milestones that drive timing.
Engage local counsel early. Select a Thai-qualified lawyer with Bangkok real estate and corporate experience and familiarity with Bang Khun Thian zoning and environmental issues. If the deal is technical, add environmental, tax, and financial advisors.
Collect documents. Ask the counterparty for a dataroom including corporate records, licenses, contracts, employment information, financials, property files, and compliance policies. Plan for Thai-to-English translations where needed.
Run official searches. Have counsel conduct land office, company registry, court, IP, and regulatory license checks. Validate that the entity signing documents has authority and that key licenses are current and transferable.
Inspect the site. Arrange site visits to confirm boundaries, access, building condition, tenant occupancy, waste handling, and permit postings. Interview operational staff where appropriate.
Assess and quantify risks. Prepare a report with red, amber, and green issues. For each material finding, document the legal implication, cost estimate, and mitigation method.
Reflect findings in contracts. Use warranties, indemnities, conditions precedent, price adjustments, escrow, and post closing obligations to manage risk. Align timelines with regulatory filings and approvals.
Plan closing mechanics. Coordinate government appointments for registrations, payment of transfer taxes and fees, issuance of tax certificates, and handover of corporate stamps, keys, digital accounts, and original licenses.
Monitor post closing compliance. Track license renewals, PDPA remediation, labor notifications, and integration steps to ensure continued compliance in Bang Khun Thian.
Laws and procedures can change. Work closely with your lawyer for up-to-date requirements and to tailor due diligence to your specific industry and transaction size.
