Business and Corporate Law

At Specter CNC & Partners Co., Ltd., we offer a comprehensive suite of Business and Corporate Law services to support businesses of all sizes in Thailand. Whether you’re establishing a new company, restructuring an existing entity, or navigating complex regulatory requirements, our expert legal team is here to provide tailored solutions. We assist local and international clients in creating sound corporate structures, managing governance, and ensuring compliance with Thai business laws.

Our services include corporate governance, compliance, mergers and acquisitions, intellectual property protection, and comprehensive support for license and permit applications.

Corporate Structures and Services

1. Company Limited
   The most common business structure in Thailand, a Company Limited offers limited liability to shareholders, making it an attractive option for both local and foreign investors. Our services include assistance with company registration, drafting articles of association, and compliance with the requirements of the Department of Business Development.
2. Branch, Regional, and Representative Offices
   Foreign businesses looking to expand into Thailand may choose to establish Branch, Regional, or Representative Offices. Each office type serves different business functions and comes with its own legal obligations. We assist foreign corporations in setting up these offices and ensuring they comply with the Foreign Business Act and other regulatory frameworks.
3. US Treaty of Amity Companies
   For US citizens, the US-Thailand Treaty of Amity allows for 100% foreign ownership in certain business sectors. Our legal team assists US nationals in leveraging this unique treaty to establish and operate their businesses in Thailand, ensuring compliance with both Thai law and the treaty’s provisions.
4. Mergers & Acquisitions (M&A)
   Mergers and acquisitions involve substantial financial and legal risks. We provide comprehensive M&A support, including due diligence, negotiation, drafting agreements, and securing regulatory approvals. Our goal is to structure deals that maximize value and minimize risks for our clients.
5. Corporate Transaction Services
   Corporate transactions cover a wide range of legal matters essential to the operation and growth of businesses. Our Corporate Transaction Services provide comprehensive legal support for various activities.

Company Transaction Services at Specter CNC & Partners

Business transactions are an integral part of corporate growth, restructuring, and strategic planning. Whether you are acquiring, merging, divesting, or restructuring your company, having expert legal guidance is crucial to ensuring that every transaction is legally sound and aligned with your business goals. At Specter CNC & Partners Co., Ltd., we offer comprehensive Company Transaction Services that provide businesses with the support they need to navigate complex corporate transactions smoothly and successfully.

Our Company Transaction Services Include:

Mergers and Acquisitions (M&A)

Mergers and acquisitions (M&A) can be transformative events for any business, allowing for expansion, consolidation, or strategic realignment. Our experienced legal team provides full support throughout the M&A process, ensuring that your transaction is executed efficiently and in compliance with Thai law. Our services include:

• Due Diligence: Conducting thorough due diligence on target companies, including financial, legal, and operational reviews, to identify any potential risks or liabilities.
• Contract Negotiation: Assisting in negotiating the terms of the transaction, including purchase agreements, shareholder agreements, and other critical documents.
• Regulatory Compliance: Ensuring that all necessary regulatory approvals are obtained and that the transaction complies with Thai corporate and antitrust laws.

We work closely with our clients to ensure that mergers and acquisitions are executed smoothly, protecting their interests and maximizing value.

Business Sales and Divestitures

Selling a business or divesting a portion of your company requires careful planning and execution to ensure a successful outcome. Our firm provides expert legal advice and support throughout the sales process, helping clients achieve their financial and strategic goals. Our services include:

• Business Valuation: Assisting clients in determining the fair market value of their business or assets to ensure that they receive a fair price in the sale.
• Contract Drafting and Negotiation: Drafting and negotiating sales agreements, asset purchase agreements, and other relevant contracts to ensure that all terms are clear, legally binding, and protect the interests of our clients.
• Post-Sale Transition: Offering legal support during the transition period to ensure that the sale is completed smoothly and all obligations are fulfilled.

We guide clients through every step of the sale process, ensuring that they maximize the value of their business or assets.

Corporate Restructuring

Corporate restructuring is often necessary to improve business performance, manage financial challenges, or position a company for growth. Our Corporate Restructuring Services help businesses navigate the legal complexities of restructuring while minimizing risks. Our services include:

• Insolvency and Debt Restructuring: Assisting companies facing financial difficulties by advising on insolvency options, debt restructuring, and corporate rehabilitation.
• Entity Restructuring: Advising on the reorganization of business structures, including mergers, demergers, and asset transfers, to streamline operations and improve efficiency.
• Regulatory Filings: Ensuring that all necessary filings are made with the relevant authorities, including the Thai Ministry of Commerce and Revenue Department, to comply with corporate law and tax regulations.

Our legal team works closely with businesses to ensure that restructuring is carried out effectively, allowing them to emerge stronger and more competitive.

Joint Ventures and Strategic Alliances

Entering into a joint venture or strategic alliance can provide businesses with new opportunities for growth and expansion. However, these partnerships require clear agreements to ensure that both parties’ interests are protected. Our firm provides comprehensive legal support for joint ventures, including:

• Joint Venture Structuring: Advising on the most appropriate legal structure for the joint venture, whether it is a partnership, limited liability company, or other entity.
• Drafting Joint Venture Agreements: Preparing and negotiating joint venture agreements that outline the roles, responsibilities, and profit-sharing arrangements between the parties.
• Regulatory Approvals: Ensuring that the joint venture complies with Thai corporate law and obtaining any necessary regulatory approvals.

We help businesses establish strong, legally sound joint ventures that foster collaboration and success.

Shareholder and Partnership Agreements

Clear and comprehensive shareholder and partnership agreements are essential for preventing disputes and ensuring that all parties are aligned on the management and ownership of the business. Our legal team provides expert advice on drafting, reviewing, and negotiating these agreements to ensure that they protect your interests. Our services include:

• Shareholder Agreements: Drafting agreements that define the rights, obligations, and voting power of shareholders, ensuring that key issues such as profit distribution and exit strategies are clearly outlined.
• Partnership Agreements: Preparing agreements for partnerships that establish the roles, responsibilities, and financial contributions of each partner.

We ensure that shareholder and partnership agreements are tailored to meet the specific needs of the business and its owners.

Corporate Governance & Compliance

Good governance is essential to maintaining a business’s integrity and reputation. At Specter CNC & Partners Co., Ltd., we provide ongoing support to ensure that your business complies with Thailand’s corporate governance standards.

1. Corporate Governance
   We help businesses implement strong governance frameworks, ensuring that boards of directors and management teams adhere to regulatory requirements. Our services include advising on directors’ duties, drafting shareholder agreements, and structuring board meetings to ensure transparency and accountability.
2. Annual Reporting
   Companies in Thailand are required to file annual reports, including financial statements and corporate documents. Our team assists in preparing and submitting these reports to meet all legal obligations, ensuring that your company remains compliant with Thai business laws.

License & Registration Services

At Specter CNC & Partners Co., Ltd., we offer a comprehensive range of Licensing and Registration services to help businesses and individuals comply with Thai regulatory requirements. Navigating the legal framework for business operations, whether local or foreign, can be complex, and our team of experienced lawyers is here to streamline the process for you. We work closely with our clients to ensure that all necessary licenses and registrations are obtained efficiently, allowing you to focus on growing your business.

Comprehensive Support for License and Permit Applications

1. Document Preparation
   We assist with gathering and preparing all necessary documents, ensuring that your applications meet Thai legal standards. Whether for business licenses, work permits, or BOI applications, we handle every detail.
2. Application Submission
   Our team submits all applications on your behalf, ensuring compliance with the appropriate Thai authorities and tracking progress to avoid delays.
3. Renewal Services
   Many licenses and permits require regular renewals. We monitor renewal deadlines and handle the submission of renewal applications, ensuring that your business remains compliant with Thai regulations.

Why Choose Specter CNC & Partners Co., Ltd.?

• Comprehensive Corporate Solutions: From company formation to mergers and acquisitions, we provide tailored legal solutions to meet the needs of your business.
• Expertise in Thai Regulations: Our deep understanding of Thai business law and regulatory frameworks ensures that your business is fully compliant with all legal requirements.
• Full-Service Support: Whether you need help with corporate governance, license applications, or dispute resolution, we offer end-to-end services to support your business at every stage.
• Cross-Border Expertise: We specialize in helping foreign companies establish a presence in Thailand, ensuring that they comply with both Thai and international regulations.

For more information on our Business and Corporate Law services, contact Specter CNC & Partners Co., Ltd. Our experienced legal team is here to guide you through every step of your business journey, ensuring that your operations are secure, compliant, and poised for success.