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Closing Nominee Loopholes: Thailand’s Legal Reform to Safeguard Property Ownership

On 24 June 2025, the Cabinet formally acknowledged the “Findings and Recommendations of the Ombudsman Regarding the Ownership or Possession of Land or Real Estate by Nominees Acting on Behalf of Foreigners.” These recommendations were submitted in response to growing concerns over the circumvention of land ownership laws by foreign nationals through the use of Thai nominees.

This initiative follows the discovery of widespread land and property acquisitions by foreign nationals, raising significant concerns regarding national security, economic stability, and equality of opportunity for Thai citizens. In numerous instances, foreigners have circumvented legal restrictions by utilizing Thai nominees to bypass requirements such as marriage to Thai citizens, land ownership through Thai children, long-term leases, and company structures that disguise actual control.

One prevalent mechanism involves establishing a Thai-registered legal entity that appears to be locally owned but is ultimately controlled by foreign interests through nominee shareholders or preference shares. This practice not only undermines the intent of existing legislation but also contributes to rising land prices, thereby reducing accessibility for Thai nationals—particularly in high-demand areas such as Bangkok and Chiang Mai.

Key Recommendations

1. Department of Business Development (DBD)

The DBD has been designated to play a central role in preventing and monitoring nominee arrangements, particularly in legal entities with foreign shareholding:

  1. System Development
  • Developing an AI-driven system to process and analyze corporate data to identify high-risk juristic persons potentially acting as nominees.
  1. Amendment to the Foreign Business Act B.E. 2542 (1999) (FBA) to include:
  • A broader definition of “foreigner” to encompass those exercising control or management through Thai nominees.
  • Clear definitions of “nominee” and “disguised transaction” to cover indirect ownership and concealed financial or property dealings.
  • Explicit inclusion of both direct and indirect shareholding in regulatory scrutiny, with enhanced qualifications for the 51% Thai shareholders.
  • Classification of legal entities controlled through preference shares as foreign juristic persons.
  • Updated requirements for registered capital, including mandatory submission of evidence demonstrating actual payment (e.g., bank statements) to prevent false declarations.
  • Designation of FBA violations as predicate offenses under the Anti-Money Laundering Act, enabling asset seizure during investigations.
  • Granting the DBD investigative and arrest powers in nominee-related offenses.
peaceful coast washed by calm water of endless ocean

2. Department of Lands

  1. Enforcement Guidelines
  • Issuance of clear enforcement guidelines and their widespread circulation to prevent land ownership by foreign nationals through nominee arrangements.
  1. Amendments to the Land Code to:
  • Increase penalties for foreigners violating land ownership laws.
  • Forfeit unlawfully held land to the state without compensation to the foreign holder.

3. Lawyers Council of Thailand

  1. Code of Ethics
  • Introduction and enforcement of a binding code of ethics that prohibits legal professionals from advising on or facilitating nominee structures.
  1. Professional Conduct Rules
  • Establishment of professional conduct rules to ensure lawyers do not support arrangements that bypass foreign ownership restrictions.

Implementation Framework

The Ministry of Commerce has been designated as the principal agency to deliberate on this matter in collaboration with relevant agencies and to submit the outcome of such deliberations to the Cabinet Secretariat within 30 days for further consideration by the Cabinet.

The Cabinet has acknowledged the Ombudsman’s findings and recommendations, directing the Ministry of Commerce to conduct a comprehensive review of the issue. The Ministry of Commerce will collaborate with 13 other agencies, including Ministry of Finance, Ministry of Agriculture and Cooperatives, Ministry of Natural Resources and Environment, Ministry of Interior, Ministry of Justice, Ministry of Labor, Ministry of Industry, Board of Investment, Royal Thai Police, Anti-Money Laundering Office, Internal Security Operations Command and Bank of Thailand.

This joint effort aims to reach a definitive resolution within 30 days, with the Ministry of Commerce responsible for submitting a summary of its findings, actions taken, and overall recommendations to the Cabinet Secretariat for further consideration.

Conclusion

The Cabinet’s recognition of the Ombudsman’s findings represents a crucial step in addressing a long-standing loophole in Thailand’s property ownership regulations. While foreign investment remains vital to Thailand’s economy, the misuse of nominee structures has distorted the property market and undermined legal integrity. The lack of unified enforcement and ambiguous legal definitions have limited the government’s ability to effectively regulate foreign participation in land ownership.

With a whole-of-government approach now underway, Thai authorities aim to restore fairness, uphold legal safeguards, and ensure that land and property ownership align with national interests. The forthcoming recommendations from the Ministry of Commerce and its partner agencies will be decisive in shaping future land policies and enforcement mechanisms.

Author: Panisa Suwanmatajarn, Managing Partner.

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Proposed Amendments to Company Registration Rules: Addressing Foreign Investment and Nominee Structures

The registration of companies in Thailand involving foreign nationals as shareholders or authorized directors is currently governed by Order No. 205/2555 of the Central Partnership and Company Registration Office: Re Criteria and Supporting Documents Required for the Registration of Partnerships and Limited Companies in Cases Involving Foreign Investment or Authorized Persons (the “Existing Order“).

This regulatory framework is designed to verify the legitimate financial standing of such entities by mandating bank certification that confirms both the Thai shareholder’s nationality and financial capacity, supplementing standard registration documentation requirements.

Background and Rationale

Thailand has encountered persistent challenges concerning the utilization of nominee shareholders, Thai nationals serving as proxies for foreign investors, across diverse business sectors. This practice demonstrates particular prevalence in tourism, hospitality services, real estate development, and construction industries, presenting substantial risks to the nation’s economic integrity and national security framework.

In recognition of these concerns, the Ministry of Commerce has identified the necessity for enhanced regulatory oversight governing the registration of partnerships and limited companies involving foreign participation.

Proposed Regulatory Framework

To address these challenges comprehensively, the Draft Order No. [..] issued by the Central Partnership and Company Registration Office: Re Criteria and Supporting Documents for the Registration of Partnerships and Limited Companies (the “Draft Order“), has been developed to supersede the Existing Order.

The Draft Order is strategically designed to prevent the misuse of Thai nominees to obscure foreign ownership structures in Thai business operations. Consequently, the Draft Order establishes more rigorous documentation requirements compared to the current regulatory framework.

three people sitting beside table

Key Provisions of the Draft Order

1. Enhanced Documentation Requirements

Where foreign investors constitute joint investors or serve as authorized signatory individuals empowered to legally bind partnerships or limited companies, registration applicants must submit comprehensive supporting documentation for each Thai partner or shareholder concurrent with the registration application.

2. Source of Investment Capital Verification

Registration applicants must provide substantive evidence of the legitimate source of investment funds for Thai shareholders or partners through submission of one of the following documents:

  • Financial Institution Certification: Bank certification issued by a Thai financial institution verifying the Thai shareholder’s financial standing and capacity;
  • Banking Transaction Records: Copies of the shareholder’s bank statements demonstrating account activity over the preceding six-month period;
  • Tax Documentation: Copies of the shareholder’s income tax returns (individual or corporate, as applicable); or
  • Alternative Documentation: Other relevant documents that adequately demonstrate the legitimate source and nature of investment funds.

Public Consultation Process

The Draft Order is currently subject to public consultation to solicit comprehensive feedback from relevant stakeholders and the broader business community. Following the conclusion of the consultation period, the Department of Business Development will conduct a thorough review and finalize the Draft Order to ensure its alignment with contemporary business practices and regulatory requirements, with implementation scheduled to occur upon completion of the review process.

Conclusion and Strategic Impact

The Draft Order constitutes a substantial advancement in regulatory oversight, designed to enhance transparency and eliminate the misuse of Thai nominee structures in business registrations involving foreign investment. Through the implementation of comprehensive documentation requirements and strengthened regulatory supervision, the Draft Order seeks to ensure that corporate ownership structures accurately reflect legitimate investment activities and maintain full compliance with Thai legal requirements.

Upon final adoption and implementation, this regulatory enhancement is anticipated to strengthen investor confidence while simultaneously protecting Thailand’s economic sovereignty and national security interests. The measure represents a balanced approach to foreign investment regulation, promoting legitimate business activities while preventing circumvention of existing ownership restrictions.

Author: Panisa Suwanmatajarn, Managing Partner.

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Thailand Strengthens Global Trade Strategy to Boost Exports and Navigate Global Challenges

Thailand’s Ministry of Commerce recently convened a high-level policy briefing for directors of the Department of International Trade Promotion (DITP) offices across 58 countries. The meeting brought together the Thai Ambassador and Permanent Representative to the World Trade Organization (WTO), the Ambassador for Commercial Affairs, provincial commercial officers from various regions throughout Thailand, and more than 200 participants, including private sector representatives.

The meeting’s primary objective was to enhance inter-agency coordination and adopt a more proactive approach to implementing government trade policies. It also sought to strengthen collaboration between Thai trade officials stationed abroad and the private sector, with particular emphasis on accelerating export growth in the second half of the year. This initiative responds to ongoing global economic uncertainty and emerging challenges, including tariffs imposed by the United States. Despite these obstacles, the government remains optimistic that Thailand’s export sector will achieve growth exceeding 4% by 2025.

Strategic Market Focus

Trade envoys from around the world presented targeted strategies designed to enhance trade opportunities in five key markets:

  1. The United States
  2. India
  3. The Middle East
  4. ASEAN
  5. China
a close up shot of people in agreement

10-Point Policy Framework: “Turning Crisis into Opportunity”

  • Strengthening Export Momentum – The framework capitalizes on Thailand’s consistent export growth to maintain positive economic momentum.
  • Advancing Trade Negotiations – The government is accelerating key Free Trade Agreement negotiations and addressing trade barriers, particularly with the European Union and the United States.
  • Boosting Agricultural Trade – Officials are managing domestic agricultural challenges while opening new markets for key products.
  • Leveraging Soft Power – Thailand is promoting its culture and cuisine through the rebranded Thai SELECT initiative.
  • Seamless Integration – The strategy enhances coordination between provincial and international trade offices for unified trade promotion.
  • Engaging the Private Sector – The government is working closely with businesses to co-develop export strategies and build confidence.
  • Proactive Communication – The Ministry is increasing public awareness of its role and achievements in global trade.

Key Initiatives and Forward Strategy

  • Value-Added Agriculture: Thailand is among the few countries capable of using cassava to produce pharmaceutical capsules, an innovation that could increase the value of agricultural products by more than 100-fold.
  • Expanding Market Reach: The government is targeting new markets in the Middle East and ASEAN while relaunching the Thai SELECT brand with a one-to-three-star rating system, similar to the Michelin Guide, to elevate the global profile of Thai cuisine.
  • Enhanced Collaboration: Trade envoys and provincial commerce offices have been instructed to work closely together, strengthen ties with the private sector, and proactively communicate the Ministry’s progress and impact to the public and key stakeholders.

Conclusion

Thailand’s Ministry of Commerce is intensifying efforts to boost exports through enhanced coordination, strategic market focus, and effective utilization of soft power. Through clear policies and robust public-private collaboration, the nation aims to convert global challenges into trade opportunities and achieve an export growth rate exceeding 4% this year.

a stack cargo containers

Author: Panisa Suwanmatajarn, Managing Partner.

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Thailand’s Board of Investment: Strategic Policy Reforms to Drive Sustainable Economic Growth

On 19 May 2025, Thailand’s Board of Investment (BOI), under the leadership of the Deputy Prime Minister and Minister of Finance, approved comprehensive strategic measures designed to strengthen the competitiveness of Thai Small and Medium Enterprises (SMEs), enhance tourism development in secondary provinces, and optimize support frameworks for data center investments.

Strengthening Thai SMEs for Global Competitiveness

In response to evolving global trade dynamics and uncertainties, particularly those originating from the United States, the BOI has introduced the “Measures to Enhance the Capabilities of Thai Entrepreneurs for the New Global Era“ initiative. This comprehensive program addresses four critical areas:

1. Enhanced SME Efficiency Incentives

The BOI has substantially expanded tax incentives for efficiency improvement projects. Under the revised framework, eligible investments now receive a five-year corporate income tax exemption equivalent to 100% of the investment value, representing a significant improvement from the previous three-year exemption at 50% of investment value. This enhancement is specifically designed to accelerate the adoption of energy-efficient technologies, automation systems, and other productivity-enhancing solutions.

2. Strategic Sector Risk Management

To mitigate oversupply risks and potential trade disruptions, the BOI will cease investment promotion in sectors identified as vulnerable to global oversupply conditions or subject to U.S. trade restrictions. These sectors include solar panel manufacturing, lead-acid battery production, downstream steel products, and specific automotive components.

3. Strengthened Production Requirements

Industries deemed sensitive to potential U.S. trade measures, particularly automotive and electronics sectors, must now demonstrate substantial transformation of raw materials to qualify for export-related tax benefits. This criterion ensures meaningful value addition and enhances compliance with evolving international trade standards.

4. Refined Foreign Employment Framework

Promoted enterprises employing more than 100 workers must maintain a workforce composition of at least 70% Thai nationals. Additionally, minimum salary requirements for BOI visa privileges have been established at THB 150,000 per month for executive positions and THB 50,000 per month for specialist roles. These measures are designed to facilitate knowledge transfer while maintaining optimal labor market balance.

green yellow and pink stained glass

Tourism Development in Secondary Provinces

To advance economic decentralization and cultivate emerging tourism destinations, the BOI has approved enhanced investment incentives for tourism-related projects across 55 designated secondary provinces spanning five regions.

Qualifying investments in facilities such as amusement parks, cultural centers, museums, open zoos, cruise terminals, and electric transportation systems will receive an extended corporate income tax exemption period of eight years, increased from the previous five-year term. Similarly, hotel development projects in these designated areas will benefit from a five-year tax exemption period, extended from the previous three-year framework.

Refined Data Center and Cloud Services Incentives

The BOI has updated its investment promotion criteria for data centers, data hosting, and cloud services to align with technological advancement and maximize economic impact. Projects incorporating cutting-edge technologies such as GPU computing capabilities and meeting established Power Usage Effectiveness (PUE) standards are eligible for corporate income tax exemptions of up to eight years. Standard projects may qualify for exemptions of up to five years.

All applications must include comprehensive Thai workforce development plans, which may encompass collaborative curriculum development with educational institutions, research and development initiatives, SME support programs, and commitments to utilize locally manufactured equipment where feasible.

Strategic Implications

These policy reforms underscore Thailand’s commitment to strengthening its long-term global competitiveness through the creation of a more conducive investment environment, promotion of sustainable economic diversification, and robust support for private sector expansion. The government continues to demonstrate leadership in investment promotion reform, SME development acceleration, foreign investment attraction, and equitable employment opportunity creation for Thai nationals.

These collective initiatives strengthen Thailand’s economic foundation and enhance the country’s resilience for future challenges and opportunities. Investors are encouraged to monitor BOI policy developments closely to optimize their strategic positioning within Thailand’s evolving economic landscape and maximize available investment incentives.

Author: Panisa Suwanmatajarn, Managing Partner.

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Thailand’s Eastern Economic Corridor: Regulatory Framework and Investment Opportunities

Recent Regulatory Developments

On March 21, 2025, the Eastern Economic Corridor (“EEC”) Office issued a formal notification detailing the criteria for granting operational permissions to entities seeking to establish a presence within Special Economic Zones (“SEZs”). This regulatory clarification represents a significant advancement in Thailand’s strategic initiative to establish itself as a premier regional hub for high-technology industries, innovation centers, and advanced manufacturing operations.

The EEC, a cornerstone initiative of Thailand’s national development strategy, encompasses the three eastern provinces of Chonburi, Rayong, and Chachoengsao. This economic development zone has been strategically designed to attract substantial foreign direct investment (FDI) and catalyze growth in next-generation industries, including biotechnology, robotics, aerospace engineering, and digital technologies.

Regulatory Framework and Application Process

The recently published notification provides comprehensive regulatory guidance and procedural transparency, enabling both domestic and international investors to navigate the requirements, qualifications, and processes necessary for securing operational approval within the designated zones. This structured framework is expected to enhance investor confidence and streamline the application process, aligning with Thailand’s broader objective of economic transformation and regional competitiveness.

The notification addresses several critical components, including precise definitions, eligibility criteria, required documentation, application procedures, processing timelines, and license issuance protocols. To qualify for consideration, applicants must be either:

  1. A natural person (individual) or a juristic person (legal entity) who is the developer of the Special Economic Zone or the applicant for the establishment of the Special Economic Zone; or
  2. A natural person or juristic person who holds ownership rights, leasehold interests, or subleasehold interests in land within the Special Economic Zone boundaries.

This targeted eligibility framework ensures that permissions are granted exclusively to entities with direct development responsibilities or established legal interests in the designated zones.

an aerial view of a large warehouse with trucks

Strategic Industry Focus

The EEC initiative strategically targets 10 key sectors, organized into two distinct industry clusters as follows:

First S-Curve Industries (59 designated industries) include smart electronics, next-generation automotive manufacturing, biotechnology applications, advanced agricultural technologies, food processing innovations and medical tourism services

New S-Curve Industries (35 designated industries) include robotics and automation, digital platforms and ecosystems, aviation and integrated logistics, biofuels and biochemical development and comprehensive healthcare solutions.

Comprehensive Investor Incentives

Tax Benefits

The EEC framework offers a significantly more comprehensive investment incentive package compared to the traditional Board of Investment (BOI) structure. While both programs provide corporate income tax exemptions and import duty relief, the EEC extends potential tax holidays for up to 15 years. Additionally, the EEC introduces a competitive flat 17% personal income tax rate for qualified foreign professionals, a distinct advantage not available under standard BOI schemes. Further tax benefits include import duty exemptions for research and development equipment and substantial deductions for qualifying investment expenditures, making the EEC particularly attractive for enterprises focused on technological innovation and development.

Non-Tax Incentives

Beyond fiscal benefits, the EEC provides streamlined business establishment processes through its dedicated One-Stop Service Center, expedited permitting procedures, enhanced flexibility in land utilization, including provisions for extended leasehold terms and foreign condominium ownership within EEC zones and specialized visa programs and work permit arrangements designed to attract international talent. These administrative enhancements are specifically designed to minimize regulatory complexities and facilitate efficient market entry for international businesses.

Investment Projections and Opportunities

Current projections indicate that combined government and private sector investment in the EEC will reach approximately THB 1.5 trillion over the next five-year period. Key sectors positioned to benefit from this substantial capital influx include construction, industrial estate development, infrastructure expansion, real estate development, and tourism services.

Beyond purely industrial applications, the EEC presents significant opportunities for residential and commercial real estate development, retail expansion, and urban service provision to accommodate an anticipated growth in skilled workforce populations. As emerging industries establish operations within the corridor, corresponding increases in demand for housing, educational facilities, healthcare services, and retail amenities are expected to materialize.

Conclusion

The EEC Office has established a comprehensive regulatory framework outlining the criteria for operational permissions within Special Economic Zones. Consistent with its commitment to sustainable economic advancement, Thailand is positioning itself as a regional leader in economic transformation by prioritizing innovation-driven industries and optimizing regulatory procedures.

For prospective investors, the EEC offers an integrated one-stop service platform, facilitating seamless access to investment opportunities throughout the region. Furthermore, the EEC provides an extensive range of both tax and non-tax incentives specifically designed to attract and support strategic investment, thereby reinforcing Thailand’s competitive position in the global marketplace.

Author: Panisa Suwanmatajarn, Managing Partner.

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Entertainment Place Act B.E. 2509 (1966): Proposed Amendments

The Entertainment Place Act B.E. 2509 (1966) (Act) has been in effect for over five decades, governing the operations of entertainment venues in Thailand. However, its provisions have become outdated, failing to address contemporary issues such as illegal activities, public order violations, and inadequate penalties. To address these shortcomings, a draft amendment to the Act has been proposed, aiming to strengthen regulatory oversight, enhance penalties, and align the law with current societal needs. This article outlines the key proposed amendments and their implications.

Proposed Amendments to the Act:

The draft amendments introduce several significant changes to the Act, focusing on stricter regulations, enhanced enforcement powers, and increased accountability for operators. The key changes are as follows:

  1. Prohibition of Illegal Activities by Licensees
    The amendments add provisions to Section 16 (7)-(11) of the Act, explicitly prohibiting licensees from engaging in or permitting activities that violate public order or moral standards. These include offenses under laws related to gambling, prostitution, human trafficking, money laundering, prevention of women and child trafficking, and organized crime (as defined in the Penal Code). Licensees who commit, consent to, or neglect to prevent such violations will face legal consequences.
  2. Criminal Penalties for Violations
    New criminal penalties are proposed for licensees who breach the prohibitions outlined in Section 16 (7)-(11). These penalties aim to deter non-compliance and ensure that violations are addressed with appropriate severity, reflecting the seriousness of the offenses.
  3. Enhanced Authority of Officials
    The amendments grant officials greater powers to enforce compliance, including the ability to:
    • Refuse license renewals.
    • Suspend or revoke licenses.
    • Order the closure of venues.

            These measures will apply to licensees who fail to meet eligibility criteria or operate venues in ways that disrupt public order or moral standards. The severity of the penalty will depend on the gravity of the violation.

people dancing inside building
  1. Closure of Unlicensed Venues
    Officials will have the authority to order the closure of unlicensed entertainment venues for up to five years. The duration of closure will be determined based on the circumstances and severity of the offense, providing a strong deterrent against illegal operations.
  2. Stricter Penalties for Operating Without a License
    The amendments revise penalties for operating unlicensed venues, imposing imprisonment and fines. If additional offenses are committed in conjunction with operating without a license, the penalties will be escalated to reflect the compounded nature of the violations.
  3. Penalties for Violating Closure Orders
    A new provision imposes criminal penalties on individuals who defy official closure orders, ensuring that such directives are respected and enforced.
  4. Compensation for Damages
    The amendments introduce a mechanism for victims to claim compensation for damages caused by licensed or unlicensed operators who serve alcohol to intoxicated individuals, leading to disruptive or uncontrollable behavior. This provision enhances accountability and provides recourse for affected parties.
  5. Asset Forfeiture
    Courts will be empowered to confiscate assets obtained through, used in, or reasonably believed to be connected to offenses under the Act. This measure targets the financial incentives of illegal activities, further discouraging non-compliance.

Key Takeaways:

  • Strengthened Oversight: The proposed amendments enhance regulatory control over entertainment venues, addressing gaps in the current law that allow illegal activities to persist.
  • Increased Accountability: Licensees face stricter prohibitions and penalties, ensuring greater responsibility for maintaining public order and moral standards.
  • Empowered Enforcement: Officials gain expanded authority to suspend, revoke, or refuse licenses and close unlicensed venues, with penalties tailored to the severity of offenses.
  • Victim Protection: Provisions for compensation and asset forfeiture provide remedies for victims and deter illegal operations.
  • Modernized Framework: The amendments align the Act with contemporary societal challenges, promoting a safer and more orderly environment.

These proposed changes reflect a comprehensive effort to modernize the Act, ensuring it remains effective in regulating entertainment venues while safeguarding public welfare.

Author: Panisa Suwanmatajarn, Managing Partner.

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Over The Top: Thailand’s Push to Regulate Online Streaming Platforms

In a significant step toward managing the rapid rise of Over-The-Top (OTT) platforms, Thailand’s Ministry of Digital Economy and Society has launched an initiative to bring these online streaming services under closer scrutiny. The Ministry has entrusted the National Broadcasting and Telecommunications Commission (NBTC) and the Electronic Transactions Development Agency (ETDA) with the task of forming a dedicated working committee. This group is charged with studying and proposing regulatory measures for OTT platforms—services that deliver diverse content, including movies, TV shows, music, and podcasts, directly to users via the internet. Unlike conventional media, these platforms operate independently of mobile network providers, cable operators, or digital TV broadcasters. Well-known examples include Netflix, YouTube, Disney+, TikTok, and Spotify.

Government Concerns:

The decision to regulate OTT platforms arises from mounting concerns about their potential exploitation. Authorities have noted that these services can serve as conduits for online crimes, such as fraud, the spread of inappropriate content, and copyright violations, all of which have caused significant harm to the public. In response, the Ministry aims to create a digital landscape that is secure, equitable, and sustainable, benefiting consumers, service providers, and the digital economy as a whole.

Focus Areas:

To this end, the working committee has identified five core areas of focus, each addressing distinct challenges posed by OTT platforms while fostering a fair and innovative digital environment.

little girl holding a tablet

1. Enhancing Safety Measures

The first area of focus is strengthening safety protocols. This involves curbing copyright infringement and preventing access to illegal content. The committee plans to introduce identity verification measures to deter misuse of these platforms, ensuring they are not exploited for illicit purposes.

2. Regulating Content

The second priority centers on content oversight. The committee seeks to refine existing laws, empowering regulatory bodies to monitor and control the material distributed on OTT platforms more effectively. Additionally, foreign platforms operating in Thailand will be required to obtain licenses and comply with local laws. The initiative also includes advocating for international cooperation in establishing shared regulatory frameworks.

3. Boosting the Digital Industry and Taxation

The third focus area aims to promote Thailand’s digital industry while ensuring fair economic contributions from OTT platforms. This includes supporting local entrepreneurs in developing homegrown platforms and mandating that OTT services generating revenue from Thai users pay taxes in the country. These efforts are intended to drive the rapid growth of domestic digital businesses and create added value within the national economy.

4. Protecting Personal Data

Data privacy is the fourth pillar of this regulatory framework. OTT platforms will be required to adhere to stringent data protection standards, such as those outlined in the European Union’s General Data Protection Regulation (GDPR). Measures will also be implemented to regulate the collection and use of user data, safeguarding individuals’ privacy rights and preventing abuses.

5. Ensuring Fair Competition

Finally, the committee will address competition in the OTT market. The goal is to prevent large platforms from establishing monopolies that could stifle fair competition. By supporting the development of local platforms and promoting market decentralization, the initiative seeks to level the playing field and encourage innovation.

man in black suit holding white ceramic mug

A Forward-Looking Approach:

This comprehensive strategy reflects Thailand’s recognition of both the opportunities and risks presented by OTT platforms. As these services continue to reshape how people consume media, the Ministry of Digital Economy and Society, alongside the NBTC and ETDA, is taking proactive steps to harness their potential while mitigating their downsides. By focusing on safety, content regulation, economic fairness, data protection, and competitive balance, Thailand aims to set a precedent for responsible digital governance—one that could resonate on the global stage.

As the working committee begins its task, the nation watches closely, hopeful that these measures will pave the way for a digital future that is not only vibrant and innovative but also secure and just for all.

Author: Panisa Suwanmatajarn, Managing Partner.

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Foreign Investment: Updates Framework for Investment Protection Agreements

Thailand has taken significant steps to modernize its framework for international investment protection, aiming to enhance clarity, transparency, and alignment with global standards. The Cabinet recently approved revisions to the criteria governing investment protection under the Agreement on the Promotion and Protection of Investments between Thailand and foreign countries. These changes replace the previous framework established in 2003 and reflect Thailand’s commitment to fostering a favorable environment for foreign direct investment (FDI) while safeguarding national interests.

Key Updates to Investment Protection Criteria:

The revised framework introduces several important changes to the criteria for investment protection, as outlined below:

  1. Scope of Protected Investments
    • Previous Criteria: Protection was limited to foreign direct investments (FDI).
    • Revised Criteria: The scope remains unchanged, with protection still applying exclusively to FDI.
  1. Types of Protected Investments
    • Previous Criteria:
      • Investments authorized by the Minister or Director-General under the Foreign Business Act B.E. 2542.
      • Investments are granted promotion certificates by the Board of Investment (BOI).
      • Investments under concession agreements with government agencies.
    • Revised Criteria:
      • Investments in business operations, activities, or other forms of investment (excluding shareholding) are permitted under Thai law for foreign nationals, in line with government policies and international investment protection agreements.
      • Investments under concession agreements with government agencies.
      • Shareholding investments in legal entities engaged in the above activities or other Thai entities provided the foreign investor holds at least 10% of the entity’s capital, supported by evidence.
  1. Other Protected Direct Investments
    • Previous Criteria: Investments falling outside the three specified categories or made before the effective date of the Cabinet resolution required a Certificate of Approval for Protection (C.A.P.) from the C.A.P. Committee.
    • Revised Criteria: Investments not meeting the specified criteria will no longer be eligible for protection.
  1. Protection Assessment Mechanism
    • Previous Criteria: The C.A.P. Committee reviewed and approved investment protection under the agreement.
    • Revised Criteria: No review mechanism exists. Investments failing to meet the criteria will not receive protection.
  1. Scope of Application
    • Previous Criteria: Not explicitly defined.
    • Revised Criteria: The updated criteria will apply to all future agreements and 47 existing international investment agreements, including:
      • 36 Bilateral Investment Treaties (BITs): For example, the agreement between Thailand and the United Kingdom on investment promotion and protection.
      • 11 Free Trade and Regional Investment Agreements: Such as the Thailand-Australia Free Trade Agreement and the Regional Comprehensive Economic Partnership (RCEP).
minimalist geometric building with curvy balconies in city

Background and Rationale:

The revision of investment protection criteria follows extensive consultations between the Ministry of Foreign Affairs and relevant agencies. The goal is to align Thailand’s investment protection framework with current global practices and ensure it supports the country’s economic and social development. Notably, the updated criteria emphasize protecting only those investments that contribute significantly to Thailand’s overall benefit, in line with the nation’s investment protection policies.

Thailand has also actively promoted international cooperation on investment by sharing its draft Bilateral Investment Treaty Model 2020 (BIT Model) with 15 countries. To date, four countries—Brazil, Kenya, Saudi Arabia, and Ukraine—have expressed interest in negotiating investment protection agreements with Thailand.

Implications of the Revised Framework:

The updated criteria aim to:

  • Enhance Clarity and Transparency: By clearly defining the types of investments eligible for protection, the framework reduces ambiguity for foreign investors.
  • Streamline Processes: The removal of the C.A.P. Committee’s review mechanism simplifies the process for eligible investments.
  • Promote Sustainable Investment Growth: By focusing on investments that align with Thailand’s development goals, the framework encourages long-term, mutually beneficial partnerships.

Conclusion:

Thailand’s revised investment protection framework represents a significant step forward in creating a modern, transparent, and investor-friendly environment. By updating its criteria and aligning them with international standards, Thailand aims to attract high-quality foreign investments that contribute to the country’s sustainable economic growth. These changes underscore Thailand’s commitment to balancing investor protection with national interests, ensuring a win-win scenario for all stakeholders.

Author: Panisa Suwanmatajarn, Managing Partner.

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BOI: Investment Strategy to Become a Global Digital-AI Hub and Bioeconomy Leader

The Board of Investment (BOI) has unveiled a comprehensive strategy aimed at transforming Thailand into a leading regional investment hub by focusing on five key areas that leverage the country’s strengths in innovation, sustainability, and advanced industries. These initiatives are designed to bolster Thailand’s competitiveness amid global economic uncertainties, geopolitical tensions, and climate change challenges.

Strengthening Thailand’s Position as a Regional Investment Hub:

The BOI approved three major investment projects valued at over 170 billion baht, including a TikTok data center, Siam AI cloud services, and potash production by Asia Pacific Potash Corporation. These projects underscore Thailand’s growing status as a digital and AI hub, with expectations of continued investment in Big Data and artificial intelligence. This aligns with the government’s vision of positioning Thailand as a leader in the regional digital economy.

Promoting the Bioeconomy and Sustainable Resource Utilization:

To solidify Thailand’s role as a bioeconomy leader, the BOI introduced incentives for Sustainable Aviation Fuel (SAF) production. Projects using agricultural-based SAF will receive an 8-year tax exemption, while blended SAF projects qualify for a 3-year exemption. Additionally, agricultural and food industrial parks have been reclassified as bio-industrial parks, eligible for a 5-year tax exemption under the Bio Circular Green (BCG) framework. These measures aim to add value to local resources and drive sustainable economic growth.

monochrome photo of triangle shape digital wallpaper

Comprehensive Strategy for Growth: Five Pillars:

1. Enhancing Competitiveness in Strategic Industries:

The BOI is prioritizing investment in five high-potential sectors: bio circular green (BCG), electric vehicles (xEV), semiconductors/advanced electronics, digital technologies, and International Business Centers (IBC). To attract more foreign direct investment (FDI), the BOI plans to expand its international presence by opening new offices in Chengdu and Singapore. These efforts are complemented by targeted promotional activities and collaboration with national boards overseeing EVs, semiconductors, and soft power initiatives.

2. Supporting SMEs and Local Supply Chains:

Recognizing the critical role of small and medium-sized enterprises (SMEs), the BOI will enhance support for Thai businesses to improve production efficiency and integrate into global supply chains. Special attention will be given to the EV and electronic circuit board industries, where measures will encourage the use of locally manufactured components and foster industrial linkages.

3. Developing a Highly Skilled Workforce:

In partnership with the Ministry of Higher Education, Science, Research, and Innovation (MHESI) and private sector stakeholders, the BOI will focus on developing a skilled workforce tailored to the needs of target industries, such as semiconductors, printed circuit boards (PCBs), artificial intelligence (AI), and digital technologies. A clear roadmap will guide these efforts, alongside streamlined visa processes (LTR and Smart Visas) to attract global talent. The One-Stop Service Center for visas and work permits will also be expanded to facilitate smoother entry for foreign experts.

4. Modernizing Infrastructure and Regulatory Frameworks:

The BOI will collaborate with relevant agencies to develop critical physical and digital infrastructure, ensuring it meets the demands of growing industries. Efforts will also focus on land acquisition, regulatory reforms to remove investment barriers, and addressing the implications of the Global Minimum Tax through cooperation with the Ministry of Finance.

5. Advancing Green and Sustainable Investments:

Sustainability remains a cornerstone of the BOI’s strategy. Incentives will be provided for investments in renewable energy, recycling, and eco-friendly products. The BOI will promote the adoption of energy-efficient machinery and reduce greenhouse gas emissions. Furthermore, partnerships with the Ministry of Energy and the Energy Regulatory Commission will facilitate access to clean energy for target industries through mechanisms like Utility Green Tariffs (UGT) and Direct Power Purchase Agreements (DPPA).

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Conclusion:

These strategic initiatives mark a significant advancement in Thailand’s economic development. By prioritizing key sectors, fostering innovation, and creating a conducive investment environment, the BOI is positioning Thailand for sustained growth and an enhanced presence on the global stage. Investors and businesses are encouraged to remain informed about ongoing developments as these strategies are implemented, paving the way for Thailand to emerge as a premier investment destination in Southeast Asia.

Author: Panisa Suwanmatajarn, Managing Partner.

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Online Gaming Act: Push for a Balanced and Thriving Digital Economy

Thailand’s Ministry of Digital Economy and Society (MDES) is taking significant steps to regulate and promote the online gaming industry through the draft Film and Game Act (Draft Act). This legislative effort aims to balance the rapid growth of the gaming industry with the need to protect society, particularly children and youth, from potential negative impacts. The Draft Act seeks to establish a comprehensive framework for the industry, focusing on content regulation, industry promotion, and consumer protection.

Key Provisions of the Draft Act:

1. Content Regulation and Age-Appropriate Classification

The Draft Act introduces a content rating system for films and games, ensuring that media content is appropriate for different age groups. This system will help parents and guardians make informed decisions about what their children consume. Games and films must display their content ratings, brief descriptions, and identification codes to inform consumers about their suitability.

The content rating system will categorize games and films based on their themes, such as violence, sexual content, or language. For example, games with violent content may be restricted to players aged 18 and above, while games with educational content may be suitable for all ages. This system will be enforced by the Content Classification Committee, which will review and classify media content before it is released to the public. Developers and publishers must ensure their products comply with these classifications and display the appropriate labels prominently.

2. Establishment of Regulatory Bodies

The Draft Act proposes the creation of a National Film and Game Industry Promotion Committee, chaired by the Prime Minister, to oversee the industry. This committee will include representatives from various ministries, experts in media, psychology, culture, and marketing, as well as stakeholders from the gaming and film industries. Additionally, a Content Classification Committee will be established to review and classify media content.

The National Film and Game Industry Promotion Committee will be responsible for setting policies, promoting the industry, and ensuring compliance with the law. It will also work to attract international investments and foster innovation in the gaming sector. The Content Classification Committee, on the other hand, will focus on reviewing and classifying media content to ensure it meets the standards set by the law. These bodies will play a crucial role in shaping the future of Thailand’s gaming and film industries.

person holding white plane photo

3. Streamlined Licensing and Registration

The Draft Act simplifies the licensing process for gaming and film businesses, replacing the previous stringent approval system with a notification-based system. This change aims to reduce bureaucratic hurdles while maintaining standards to protect consumers and public interests.

Under the new system, businesses will only need to notify the relevant authorities of their operations, rather than obtaining prior approval. This streamlined process will make it easier for startups and small businesses to enter the market. However, businesses must still adhere to the standards set by the law, such as content classification and consumer protection measures. The authorities will conduct periodic inspections to ensure compliance.

4. Promotion of Local Industry and Talent

The draft law emphasizes the development of Thailand’s gaming and film industries by promoting local talent, encouraging innovation, and attracting international investments. It also aims to create a fund to support the growth of these industries, ensuring they remain competitive on a global scale.

The government plans to establish a fund to provide financial support to local game developers, filmmakers, and other stakeholders. This fund will be used to finance innovative projects, provide training and development programs, and support international collaborations. Additionally, the government will work with educational institutions to develop curricula that align with the needs of the gaming and film industries, ensuring a steady pipeline of skilled talent.

5. Protection of Youth and Society

The Draft Act prioritizes the protection of children and youth from harmful content. It mandates that games and films with inappropriate content, such as violence, explicit material, or content that undermines national security or morality, must be restricted or banned. The law also empowers authorities to take action against media that violates these standards.

The law includes strict provisions to prevent the dissemination of harmful content to minors. For example, games with violent or explicit content must be clearly labeled and restricted to appropriate age groups. The authorities will have the power to take down or block access to games and films that violate these standards. Additionally, the law encourages the development of parental control features in games to help parents monitor and restrict their children’s access to inappropriate content.

flat screen computer monitor

6. Penalties for Non-Compliance

The Draft Act introduces administrative fines and criminal penalties for businesses that fail to comply with content classification, licensing, or other regulatory requirements. Penalties can range from fines of up to 5 million baht to imprisonment, depending on the severity of the violation.

Businesses that fail to comply with the law may face significant penalties. For example, a company that releases a game without the required content classification could be fined up to 5 million baht. In severe cases, such as the dissemination of content that undermines national security or morality, the responsible individuals could face imprisonment. These penalties are designed to ensure that businesses take their regulatory obligations seriously and prioritize consumer protection.

What the Online Gaming Industry Needs to Prepare For:

1. Compliance with Content Classification

Game developers and publishers must ensure their products are reviewed and classified according to the new content rating system. This includes displaying appropriate labels and ensuring that games are marketed responsibly to the right age groups.

Developers will need to submit their games to the Content Classification Committee for review before release. The committee will assess the game’s content and assign an appropriate rating. Developers must then display this rating prominently on the game’s packaging, marketing materials, and digital storefronts. Failure to comply with these requirements could result in fines or other penalties.

2. Adaptation to New Licensing Requirements

Businesses in the gaming industry will need to familiarize themselves with the new notification-based licensing system. This includes registering their operations and adhering to the standards set by the regulatory bodies.

The new licensing system will require businesses to notify the authorities of their operations and provide details about their products and services. While this process is less burdensome than the previous approval system, businesses must still ensure they meet all regulatory requirements. This includes adhering to content classification standards, protecting consumer data, and ensuring fair business practices.

3. Focus on Youth Protection

The industry must prioritize creating content that is suitable for younger audiences or clearly labeling games that are intended for mature players. Developers should also consider implementing parental controls and other safeguards to protect minors.

Developers should design games with youth protection in mind, ensuring that content is appropriate for the intended age group. For games aimed at mature audiences, developers must implement robust age verification systems and parental controls. Additionally, developers should avoid using manipulative design practices, such as excessive in-game purchases, that could exploit younger players.

a dad watching her daughter play a game console

4. Investment in Local Talent and Innovation

With the government’s focus on promoting the local gaming industry, businesses should invest in developing Thai talent and creating innovative games that can compete globally. Collaboration with educational institutions and participation in government-led initiatives will be key.

Businesses should partner with universities and vocational schools to develop training programs that equip students with the skills needed in the gaming industry. Additionally, companies should invest in research and development to create innovative games that appeal to both domestic and international audiences. Participation in government-led initiatives, such as industry forums and innovation grants, can also help businesses stay ahead of the curve.

5. Preparedness for Regulatory Inspections

Gaming companies should be prepared for inspections by regulatory authorities to ensure compliance with the new law. This includes maintaining proper records, adhering to content guidelines, and cooperating with authorities during investigations.

Companies should establish internal compliance teams to ensure they meet all regulatory requirements. This includes maintaining detailed records of their operations, content classifications, and consumer complaints. Regular internal audits can help identify and address potential compliance issues before they are flagged by authorities.

6. Engagement with Regulatory Bodies

The industry should actively engage with the newly established regulatory bodies to provide feedback and stay informed about any updates or changes to the law. Participation in public consultations and industry forums will be crucial.

Businesses should participate in public consultations and industry forums to share their perspectives and provide feedback on the Draft Act. This engagement will help ensure that the final regulations are practical and effective. Additionally, businesses should establish regular communication channels with regulatory bodies to stay informed about any updates or changes to the law.

Conclusion:

Thailand’s Draft Act represents a significant step toward regulating and promoting the online gaming industry while safeguarding societal interests. By balancing growth with responsibility, the law aims to create a thriving digital economy that benefits both businesses and consumers. For the gaming industry, this means adapting to new regulations, prioritizing youth protection, and seizing opportunities for growth and innovation. As the Draft Act moves closer to implementation, stakeholders must prepare to navigate this evolving landscape and contribute to the sustainable development of Thailand’s gaming sector.

Related Article: Thailand’s – Landmark Gaming Industry Bill – The Legal Co., Ltd.

Author: Panisa Suwanmatajarn, Managing Partner.

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