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M&A Taxation in Thailand (2)

To follow up on our first newsletter in this series (issued on August 30, 2024), which discussed Thai tax rules for stock deal M&A transactions, this newsletter will discuss the basic tax rules in Thailand that apply to asset deal M&A transactions. Since a business transfer from one company to another should be regarded as an elementary form of asset deal M&A, this newsletter focuses on the tax treatment of a transfer of part of the business of a transferor company. The following chart illustrates a typical business transfer, in which a seller (transferor) company in Thailand (Company A) transfers part of its business to a purchaser (transferee) company also located in Thailand (Company B). As in many other jurisdictions,...To read the full article, please see the PDF file

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Authors

錦織 康高

While mainly focusing on financial transactions and financial regulations, he has also advised on a variety of projects such as international disputes regarding financial products and M&A transactions (especially those involving financial institutions). Projects he has represented include an acquisition of shares in Seiyu by KKR and Rakuten in 2021, the restructuring of KDDI’s financial business in 2020, and Aozora Bank’s capital restructuring to repay governmental funds in 2013. He won the “Deal of the Year” award at Japan Achievement Awards 2014/2015 hosted by FinanceAsia and the “Japan Deal of the Year” award at Japan Law Awards 2015 sponsored by Asian Legal Business (ALB) with respect to Suntory Holdings’ acquisition of Beam, Inc. in 2014. His practice area also includes international taxation. Taking advantage of his considerable experience in advising on international financial transactions, he provides clients with practical tax advice both at the stage of transaction structuring and during tax disputes, especially in relation to complicated financial instruments. He successfully represented Tokio Marine & Nichido Fire Insurance in contesting a tax assessment on a cross-border reinsurance transaction ceding earthquake-related risks. He is also very active in academia. He was a Visiting Associate Professor at the University of Tokyo, Graduate Schools of Law and Politics from 2010 to 2013 and has been a lecturer at Keio University Law School since 2014. He has authored numerous academic articles such as Corpus Juris Finance (Co-author; Shojihomu Kenkyukai, 2003), Comparative Income Taxation - Fourth Edition (Co-author; Kluwer Law International, 2019), and Analysis of Issue Prices in Public Offerings (Co-author; Yuhikaku, 2015).

アリヤー・アナンウォララック

Areeya Ananworaraks was previously a legal officer at the Thai Revenue Department. She has 18 years of legal and tax consulting experience. Her specialties including corporate matters, M&A, joint venture, IPO & REIT, corporate secretary (company secretary), commercial contract, property, family business, international business, offshore incorporation, corporate income tax, personal income tax, international tax, value added tax, specific business tax, stamp duty, petroleum income tax. Areeya has extensive on cross border transactions, tax inspection, petroleum business and legal matters. In addition, she has advised numerous MNCs clients on establishing operations in Thailand and listed companies in the Thai Stock Market as well as carrying on due diligence assignments.