Thailand’s Trade Competition Law Draft Amendment Undergoing Consideration by the House of Representatives

On 26 November 2025, the Committee on Economic Development and the Committee on Commerce and Industry convened a seminar regarding the Draft Amendment to Thailand’s Trade Competition Law (“Draft Amendment”). The Draft Amendment aims to enhance the effectiveness of law enforcement and to further develop mechanisms for regulating trade competition in Thailand. The Draft Amendment has successfully progressed the initial stage of principle adoption and is now undergoing the second stage of the amendment process, which involves a section-by-section consideration. If the Draft Amendment successfully passes both the second and third stages of approval, it will subsequently be submitted to the Senate for further review. Following the Senate's approval, the amendment will proceed to the formal promulgation as law. It is important to note that if the Draft Amendment is not finalized prior to the dissolution of Parliament, which is expected to occur by 31 January 2026, or potentially earlier, the process for considering the Draft Amendment must be recommenced from the initial stage under the new cabinet.

Key modifications introduced in the Draft Amendment to the Trade Competition Act B.E. 2560 (2017) (“TCA”) are as follows:

1. Revised Definitions of "Business Operator," "Business," and "Business Operator with a Dominant Position”

Under the Draft Amendment, a “Business Operator” refers to any person who operates a business. The Definition of “Business” is defined as any action undertaken for one’s own commercial benefit or for the benefit of others, whether directly or indirectly, except for actions as specified by ministerial regulations. Consequently, the definition of a business operator under the Draft Amendment is broader than that specified in the TCA, therefore a holding company may fall within this interpretation unless specifically exempted by ministerial regulations.

"Business Operator with a Dominant Position” under the Draft Amendment refers to one or more business operators, either individually or jointly in a particular market, who are able to independently determine, maintain, or alter the price, quantity, quality of goods or services, or any other conditions to a certain extent, without being influenced by trade competition. In determining whether a business operator holds a dominant position, various factors must be considered, including market share, barriers to market entry, business size, the competitive conditions within the market, and future competition trends, in comparison with other business operators in the same industry as well as related industries. The presumption of being a business operator with a dominant position shall be determined by the Commission. The identification of a business operator holding a dominant position under the Draft Amendment necessitates consideration of various factors beyond simply the revenue and market share from the previous year. Specific criteria for this assessment remain unclear and will depend on the Commission’s presumption and subsequent guidance.

2. Pre-Approval is Now Mandatory for All Merger Filings

Currently, in Thailand, prior approval from the Commission is required only for mergers that may cause a monopoly or result in a dominant market position, which is determined primarily based on revenue and market share thresholds. Conversely, the Draft Amendment mandates that all mergers obtain prior approval from the Commission. The scope of merger filing requirements and the exceptions thereto — including those applicable to foreign-to-foreign mergers — remain unclear; however, it is anticipated that these details will be outlined in a forthcoming guidelines issued by the Commission. Additionally, a process for gathering opinions from stakeholders is required, taking into account the potential impact on competition that may arise from unilateral actions or collaborations, effects on economic efficiency, and consequences for consumers. The filing fee for mergers will increase significantly from THB 250,000 under the TCA to THB 5,000,000 per application. This change suggests that the merger filing process will become more complex and costly, even for minor transactions unlikely to have a material impact on the market.

3. Introduction of a Leniency Program for Cartels

A new leniency program for cartel activities will be introduced, offering incentives for businesses that come forward and cooperate with authorities in investigating anti-competitive practices. A person who voluntarily submits evidence of a violation that has not previously been identified by the Commission and cooperates with the Commission during the investigation will be exempt from any fine. Reduced penalties will also apply to subsequent persons who provide information at each stage of the process.
    
4. Publication of Full Decisions

The Draft Amendment stipulates that all decisions issued by the Commission must be published in their entirety, including each commissioner's individual opinion, within 15 days of issuance. It is understood that publication of the full decisions will include disclosing the names of business operators. However, subsequent regulations may allow redaction of certain sections, such as trade secrets or other confidential business information.

5. Damages Can be Claimed at Three to Four Times Actual Loss

Under the Draft Amendment, claimants may now seek compensation of at least three times and up to four times the actual damages incurred. This significant enhancement serves as a strong deterrent against violations and offers greater protection to those affected by anti-competitive conduct.

6. Criminal Penalties Replaced by a Phinai Fine

The shift to a "Phinai Fine" requires the offender to pay a prescribed monetary penalty. This fine does not constitute a criminal sanction, nor does it involve imprisonment or detention in lieu of payment. Additionally, it will not be recorded in the individual's criminal history. Therefore, any abuse of a dominant position or participation in a hardcore cartel can be resolved solely with a monetary fine.

Although the Draft Amendment represents a substantial change to the content of the TCA, it is currently undergoing consideration by the House of Representatives. This process may result in alterations to its provisions or may face challenges that could prevent its adoption, particularly in the event of a parliamentary dissolution. Our firm will continue to monitor the developments regarding these Draft Amendments and is prepared to assist clients in understanding legal risks and ensuring compliance with the forthcoming regulatory framework.

This article is intended merely to provide a regulatory overview, is not comprehensive, and is not intended to constitute legal advice. Should you have any questions on this or on any other areas of law, please do not hesitate to contact:

Tokuhiro Matsunaga
Partner

Siriwan Nopareporn
Associate

Authors