Thailand: A Corporate/M&A Overview

Recent Trends and Developments

M&A activity in Thailand remains moderate. While deal activity in the technology sector has softened slightly – except for digital infrastructure, in particular, data centre transactions, which continue to gain momentum – we have seen increased M&A activity in the education, healthcare and life sciences, and professional services sectors. We have also seen an increase in private equity transactions in Thailand, whether in the form of growth capital, venture capital, or private credit deals. This trend reflects growing investor interest in emerging Thai businesses and a broader diversification of funding sources within the market. On the TMT side, we have seen M&A activity driven by the growth of digital infrastructure, wider use of AI, and increasing demand for content. Continued investment in data centres and digital infrastructure has made software and IT solutions providers more attractive acquisition targets for strategic buyers. At the same time, in the media and entertainment sector, the expansion of digital streaming has intensified competition for high‑quality content libraries, with platforms, distributors, private equity funds and large entertainment groups actively acquiring music, film and TV assets to strengthen their scale and monetisation.

One recent development that has attracted significant attention is the heightened scrutiny of impermissible nominee arrangements. The practice of using Thai nationals to hold shares on behalf of foreign investors in order to circumvent restrictions under Thai foreign business and land laws is prohibited, and the authorities have initiated a series of ongoing investigations into companies operating businesses reserved for Thai nationals, particularly in the real estate sector. This increase in enforcement activity has also been driven by broader efforts to crack down on scam calls and scam operations, where financial trails are sometimes uncovered through corporate structures.

On the investment front, the new Thai government has pledged to attract larger and faster investments into Thailand through an initiative commonly referred to as “Thailand Fast Pass”, alongside plans to introduce an expedited investment promotion scheme. If implemented as intended, this scheme is expected to stimulate increased investment across a range of sectors. That said, it remains to be seen whether, and to what extent, the implementation of the Pillar Two global minimum tax rules will affect investment decisions both inbound and outbound for Thai investors investing offshore and foreign investors investing in Thailand.

Restructuring exercises have been even more active than M&A transactions. A growing number of companies in Thailand – particularly conglomerates – are undertaking internal restructurings to reduce costs and streamline operations as well as preparing for exit. These efforts are aimed at achieving cleaner corporate structures, thereby lowering administrative burdens and operating expenses. Certain restructuring exercises are influenced by the desire for a more regulatory-compliant structure.

Key Legislative or Regulatory Changes Over the Past Year

Consistent with the national agenda to curb illegal nominee arrangements, the Thai Ministry of Commerce has begun requesting additional documentation during company incorporation processes. These documents include, among others, bank statements and written consent from property owners. Where a shareholder is assessed as high risk, the individual may also be required to appear in person before the registrar.

Alongside this heightened awareness, government agencies have increasingly asked businesses to confirm their compliance with the Thai foreign business law, in some cases extending such requests to activities where the law may not be directly applicable.

From an M&A perspective, while Thai law now formally recognises mergers of private limited companies where one entity survives and the other ceases to exist (in addition to amalgamations that result in the creation of a new company), clear guidance on the applicable tax treatment for such mergers has yet to be issued, leaving some uncertainty for transaction planning.

More broadly, the legislative agenda remains in flux. When parliament was dissolved in December 2025, all draft legislation pending consideration was automatically dropped. This included proposed amendments to the Trade Competition Act. In addition, the draft Platform Economy Act – modelled in part on the European Union’s Digital Markets Act and Digital Services Act – was placed on hold over the past year. Despite this, Thailand’s Electronic Transactions Development Agency (ETDA) and the Trade Competition Commission of Thailand (TCCT) have continued to issue regulations governing various digital platforms.

In the area of artificial intelligence (AI), Thailand does not yet have a dedicated AI law. Nevertheless, the country appears to be moving towards a risk‑based regulatory framework. Through this soft‑law approach, the authorities aim to promote the adoption of AI while ensuring that its use is ethical, fair, and transparent, supported by mechanisms for accountability. This direction aligns with the growing number of sector-specific AI guidelines issued by government agencies.

Market Overview and Practical Insights

Thailand remains a relatively attractive destination for investment, supported by good connectivity, established infrastructure, and access to skilled labour at comparatively moderate wage levels. Against the backdrop of ongoing geopolitical tensions, Thailand continues to feature as a preferred location for businesses seeking to diversify or relocate their operations.

That said, investments in certain sectors – particularly those involving real estate ownership or businesses reserved for Thai nationals – can be challenging. One recurring issue is the difficulty of identifying Thai co‑investors with both the financial capacity and appetite to hold a majority stake. As a result, foreign investors entering the Thai market often consider shareholding and contractual structures designed to align economic and governance interests. Given the increased scrutiny of illegal nominee arrangements, careful structuring of these arrangements has become a critical consideration.

Predictions or Outlook for the Next 12 Months

With the new government formally endorsed at the end of March 2026, M&A activity in Thailand is expected to increase, or at least remain at current moderate levels. Restructuring activity is also likely to continue, particularly as capital markets remain relatively subdued. Sector-wise, areas such as technology, digital infrastructure, and advanced manufacturing are anticipated to attract the greatest interest, with continued momentum expected across the TMT sector, including software, digital services and content-driven businesses. As investors look for resilient, high-growth opportunities amid ongoing economic uncertainties, creative deal-making strategies will be crucial for achieving successful M&A outcomes in the Thai market over the next 12 months.