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I / VI

Thai Labor LawLabor & Employment

§ 01Overview

The labor issues unique to Japanese-affiliated firms.

Thai labor law differs from its Japanese counterpart in many ways: how dismissal rules are applied, how severance (statutory compensation) is calculated, and the procedures for petitions before the Labor Court and Labor Relations Committee. In many Japanese-affiliated companies, local operations roll forward without sufficient employment contracts, work rules, or coordination with the Japanese parent.

At TTK × JTJB, Japanese-qualified and Thai-qualified attorneys collaborate to combine clear Japanese-language explanations with on-the-ground execution in Thailand. Drawing on our track record before the Labor Court and Labor Relations Committee, we support clients seamlessly from dispute prevention to litigation if disputes arise.

Key point
Under Thai labor law, whether procedures and documents are properly maintained largely determines outcomes. "Advance preparation" and "early response" are the keys to minimizing dispute costs.

We handle employment contracts, work rules, labor commission filings, and settlement agreements in Japanese, English, and Thai. We commit to drafting documents that fit Thai on-the-ground practice.

§ 02Common Issues

Common issues

CASE · I

Dismissal & disciplinary action

You want to dismiss a problem employee — what procedures and evidence does Thai labor law require, and what is the risk if the dismissal is deemed unfair?

DISMISSAL
CASE · II

Responding to labor commission petitions

A former employee has filed an unfair dismissal petition with the labor commission. What should be done at the outset, and how should settlement negotiations be conducted?

LABOR COURT
CASE · III

Updating work rules & employment contracts

The local subsidiary's work rules are outdated and not aligned with current law or recent court decisions. A full revision is needed.

HANDBOOK
CASE · IV

Expats & work permits

Work permits, visas, renewals, and accompanying-family procedures for expatriates dispatched from Japan.

WORK PERMIT
CASE · V

Redundancy & voluntary retirement

You want to reduce headcount due to a business contraction — calculation of severance, notice procedures, and litigation-risk analysis under Thai labor law.

REDUNDANCY
CASE · VI

Harassment & compliance

You need to handle a harassment matter or internal whistleblower case with parallel local legal response and internal investigation in Thailand.

COMPLIANCE
§ 03What we do

What we do

I.

Drafting & revising employment contracts and work rulesEmployment contracts & handbooks

Drafting employment contracts and work rules under the Thai Labor Protection Act, plus review and revision of existing documents — in Japanese, English, and Thai.

ContractsWork rulesTranslation
II.

Dismissal & disciplinary advisoryDismissal & disciplinary advisory

Verification of dismissal grounds, evidence preparation, notice drafting, and severance calculation — preventive advice with the prospect of disputes in mind.

DismissalDisciplineSeverance
III.

Labor Commission & Labor Court representationLabor Court representation

Filings and defenses before the Labor Commission and Labor Court, settlement negotiations, drafting of pleadings in Thai, and handling of hearing dates.

Labor CommissionLabor CourtLitigation
IV.

Work permits & expatriate supportWork permit & expats

Work permits, visas, and BOI Smart Visa acquisition and renewal for expatriates dispatched to Thailand.

Work PermitVisaExpat
V.

Headcount reduction & restructuringRedundancy & restructuring

Dismissals tied to business contraction or restructuring, design of voluntary-retirement programs, statutory notices, severance, and risk management.

RestructuringSeveranceReorganization
VI.

Internal investigation & complianceInternal investigation

Internal investigations of harassment, fraud, and whistleblower cases — fact-finding, design of remedial measures, and implementation.

WhistleblowerHarassmentInvestigation
II / VI

Thai Company Setup & BOIIncorporation & BOI

§ 01Overview

The entry vehicle you choose decides the next decade.

There are many options for entering Thailand: wholly-owned subsidiary, joint venture, representative office, International Business Center (IBC/ROH), and BOI-promoted entities. Foreign-investment limits, tax incentives, visa and work-permit quotas, and freedom to remit dividends differ greatly by structure — and this choice shapes mid- and long-term outcomes.

At TTK × JTJB, we propose the optimal entry scheme based on your business plan, profit structure, staffing, and future exit. From BOI category selection to organizing Foreign Business Act (FBA) constraints and post-incorporation compliance — we coordinate end-to-end in Japanese.

Key point
BOI promotion enables 100% foreign ownership, corporate-tax holidays, expanded work-permit quotas, and land ownership. The keys are correctly assessing eligibility and drafting the application properly.

In parallel, we support post-incorporation articles of association, shareholder agreements (SHA), and joint venture agreements (JVA). Sound shareholder structure and governance design from the start dramatically reduce future dispute risk.

§ 02Common Issues

Common issues

CASE · I

Choosing the entry vehicle

Which is best — wholly-owned subsidiary, BOI-promoted entity, or representative office? Comparison across tax, governance, and ease of exit.

ENTRY STRUCTURE
CASE · II

BOI promotion application

Whether the business falls into a BOI-eligible category, how to write a successful application, and what documents are required.

BOI
CASE · III

Foreign Business Act compliance

Which list (1, 2, or 3) under Thailand's Foreign Business Act applies, and how to design the joint-venture ratio accordingly.

FBA
CASE · IV

Selecting JV partners

In a JV with a Thai partner securing 51% Thai shareholding, the nominee-shareholder risk and appropriate contract design.

JOINT VENTURE
CASE · V

Rep office vs. IBC

A representative office without business activity vs. the International Business Center (IBC) scheme — pros and cons.

REP OFFICE
CASE · VI

Post-incorporation compliance

Operating shareholders' and directors' meetings, periodic reporting, annual audits, and social insurance enrollment immediately after incorporation.

POST-INCORP
§ 03What we do

What we do

I.

Entry strategy advisoryEntry strategy advisory

Selection of the optimal entry vehicle based on the business plan, profit structure, and staffing plan, plus an initial-structure proposal.

StrategySchemeFBA
II.

Thai company incorporationThai company incorporation

Full incorporation of limited (Co., Ltd.) and public companies — drafting of articles, registration, and support up to bank-account opening.

SetupArticlesRegistration
III.

BOI promotion applicationBOI application

End-to-end support: BOI category selection, application drafting, hearing attendance, and post-promotion business-plan filing.

BOIIncentiveApplication
IV.

Joint venture agreements (JVA)Joint venture agreements

Drafting, negotiating, and signing JV agreements covering ownership ratios, governance, and exit clauses.

JVAJoint ventureSHA
V.

Representative office & IBC setupRep office & IBC setup

Setting up an information-gathering office without business activity, or leveraging the IBC scheme for tax incentives.

Rep officeIBCHub
VI.

Post-incorporation governancePost-incorporation governance

Ongoing support for board operations, minutes, annual reporting, shareholder meetings, and compliance audits.

GovernanceMinutesAudit
III / VI

Contract Drafting & ReviewContracts

§ 01Overview

Don't miss what falls between languages and governing laws.

Contracting practice in Thailand mixes English, Thai, and Japanese versions, where governing law, language-priority clauses, and choice of arbitration seat heavily affect enforceability. Many contracts are signed without clarity on which forum and which language version will prevail in a dispute.

At TTK × JTJB, Japanese- and Thai-qualified attorneys jointly handle substantive term negotiation, cross-language consistency review, and dispute-resolution clause design — with particular strength in multilingual contracts spanning Japanese parent, Thai subsidiary, and third-country counterparties.

Key point
A contract must not only be "signed" but be "enforceable." Design of governing law, jurisdiction, arbitration agreement, and language-priority clauses determines who prevails in a dispute.

We handle every contract type — NDAs, MOUs, master and individual agreements, distribution, franchise, and license. Beyond providing templates, we carefully customize to your business reality.

§ 02Common Issues

Common issues

CASE · I

Drafting master agreements

Building a master/individual contract set to begin ongoing trade with a Thai counterparty.

MASTER AGREEMENT
CASE · II

English contract review

Whether the English contract presented by the counterparty is appropriate from the perspective of Thai law and governing law.

REVIEW
CASE · III

Distribution & agency contracts

Distribution and agency contracts for building a sales network in Thailand — exclusive vs. non-exclusive design.

DISTRIBUTION
CASE · IV

License & franchise

Trademark/know-how licensing-out and franchise rollout — contract design and registration.

LICENSE
CASE · V

Non-disclosure agreements (NDA)

Preparing a workable NDA before negotiations on M&A, joint research, or technical collaboration.

NDA
CASE · VI

Contract dispute prevention

Doubts about performance under an existing contract — sorting out interpretation and response strategy before things escalate.

DISPUTE PREVENTION
§ 03What we do

What we do

I.

Contract draftingContract drafting

Drafting all types of contracts from scratch — in Japanese, English, or Thai, plus consistency checks across language versions.

DraftingTemplateMultilingual
II.

Contract reviewContract review

Reviewing counterparty contracts, marking up revisions, and identifying negotiation points.

ReviewRisk identification
III.

Distribution & agencyDistribution & agency

Designing exclusive, non-exclusive, and agency contracts — checking consistency with antitrust and foreign-business laws.

DistributionAgencyExclusivity
IV.

License & franchise contractsLicense & franchise

License contracts for trademarks, patents, and know-how, plus franchise contracts and the related government-agency registrations.

LicenseFranchiseIP
V.

NDA / MOU / LOINDA / MOU / LOI

Drafting NDAs, MOUs, and LOIs for early-stage negotiations — designed to be reliably binding.

NDAMOULOI
VI.

Contract translation & legalizationTranslation & legalization

Translation of contracts among Japanese, English, and Thai, plus coordination of Thai notarization, embassy legalization, and apostille.

TranslationNotarizationLegalization
IV / VI

M&A & InvestmentM&A & Investment

§ 01Overview

From due diligence to integration.

M&A and investment deals in Thailand often involve multiple stakeholders: the Japanese parent, Thai subsidiary, target, and Thai shareholders. There are many issues absent in domestic Japanese deals — Foreign Business Act compliance, BOI promotion succession, land ownership, employment succession, and license transfer.

At TTK × JTJB, we cover the full deal lifecycle — LOI/MOU stage NDA design, legal DD, SPA/APA, JVA, closing procedures, and post-merger integration (PMI). JTJB handles Thai-side execution while TTK handles the Japanese parent and global integration.

Key point
M&A is not just about "signing the contract" — the real test runs through the three years after closing. Risks that didn't surface in DD often emerge later, making advance design of representations, warranties, and indemnities decisive.

We also handle small/mid-cap cross-border M&A, minority investments, and carve-outs. We coordinate three-way interests between the Japanese parent, Thai subsidiary, and the target with deep experience.

§ 02Common Issues

Common issues

CASE · I

Legal due diligence

Comprehensively identifying legal risks at a target — labor, contracts, licenses, litigation, and tax.

DUE DILIGENCE
CASE · II

Drafting & negotiating SPA/APA

Drafting share/asset purchase agreements (SPA/APA) and negotiating reps, warranties, and indemnities.

SPA/APA
CASE · III

Joint venture agreements (JVA)

JV agreements covering ownership ratios, governance, and exit clauses with JV partners.

JOINT VENTURE
CASE · IV

BOI promotion succession

Where the target holds BOI promotion — succession procedures and condition-change applications at the shareholder change.

BOI TRANSFER
CASE · V

Closing execution

On the closing day: share transfer, registration, BOI reporting, and bank-account name change.

CLOSING
CASE · VI

PMI legal (post-merger integration)

Legal handling of post-merger organizational integration, director changes, alignment of internal rules and labor conditions, and IT integration.

PMI
§ 03What we do

What we do

I.

Legal due diligenceLegal due diligence

Risk extraction and report drafting across labor, contracts, IP, licenses, litigation, real estate, and tax.

DDReportRisk
II.

SPA / APA / JVA draftingSPA / APA / JVA drafting

Drafting and negotiating share/asset/JV purchase agreements, with detailed design of representations, warranties, and indemnities.

SPAAPAJVA
III.

Investment structuringInvestment structuring

Selecting the acquisition vehicle, tax planning, financing arrangements, and review of nationality-specific investment restrictions.

StructureTaxFinance
IV.

BOI & license transferBOI & license transfer

Succession procedures for BOI promotion and sector-specific licenses (FBL, factory permits, export permits, etc.) on acquisition.

BOIFBLLicense
V.

Closing executionClosing execution

Managing conditions precedent (CPs), closing-day documentation, and consideration-settlement coordination.

ClosingCPSettlement
VI.

PMI legalPost-merger integration

Organizational integration, board operations, unification of internal rules, alignment of labor conditions, and IT-contract integration after acquisition.

PMIIntegrationOrganization
V / VI

Dispute ResolutionDispute Resolution

§ 01Overview

From negotiation to arbitration — make the right move.

Business disputes in Thailand cannot be resolved on the assumption that "courts handle everything." The right forum varies by dispute type — Thai Arbitration Center (THAC), Civil Court for Commercial cases, Central Intellectual Property and International Trade Court, Labor Court, and Administrative Court — and tactics shift with governing law, language, and enforceability.

At TTK × JTJB, we engage from the dispute's outset: (1) mapping the full picture, (2) seeking early resolution by negotiation/mediation, (3) bringing or defending arbitration or litigation as needed, and (4) enforcing judgments or awards — one-stop. We combine Japanese-language progress reports to the Japanese parent with on-the-ground execution by Thai counsel.

Key point
A dispute's direction is set in "the first three weeks." The procedure chosen and the first document filed determine the negotiating position thereafter.

Alongside legal procedures, we provide information and options to inform management decisions — relationship repair, exit judgment, and alternative-partner search. Dispute handling here goes beyond "lawyer's work" into management partnership.

§ 02Common Issues

Common issues

CASE · I

Receivables collection

Receivables from a Thai company are uncollectable — should you start with demand, negotiation, litigation, or attachment?

DEBT COLLECTION
CASE · II

Breach of contract & damages

Damages from counterparty breach — strategy from governing law and jurisdiction to evidence preparation.

BREACH OF CONTRACT
CASE · III

Labor commission & court

A former employee has filed an unfair-dismissal petition or other labor-related claim.

LABOR DISPUTE
CASE · IV

JV partner disputes

Disagreements on management direction, shareholder rights exercise, and exit conflicts with a JV partner.

JV DISPUTE
CASE · V

THAC commercial arbitration

The contract has an arbitration clause and proceedings before THAC have begun, or are being brought against you.

ARBITRATION
CASE · VI

Provisional & preservation measures

Urgent civil preservation measures such as account freezes and asset preservation are required.

INJUNCTION
§ 03What we do

What we do

I.

Initial dispute responseInitial dispute response

Fact-pattern organization, evidence preservation, the first written response to the counterparty, and strategy planning. The first 24–72 hours decide the outcome.

Initial responseStrategyEvidence
II.

Negotiation & settlementNegotiation & settlement

Negotiating with the counterparty, drafting and executing settlement agreements, and ensuring reliable performance.

NegotiationSettlementAgreement
III.

Thai Arbitration Center (THAC)THAC arbitration

Filing and defending arbitrations, arbitrator selection, written submissions, hearing attendance, and enforcement of awards.

THACArbitrationEnforcement
IV.

Thai court litigationThai court litigation

Filing, defending, and appealing cases before civil, commercial, labor, and IP courts.

LitigationDefenseAppeal
V.

Injunctive & preservation reliefInjunctive relief

Urgent applications for asset freezes, bank-account attachments, and evidence-preservation orders.

PreservationInjunctionAttachment
VI.

Enforcement of judgments & awardsEnforcement

Compulsory enforcement of favorable judgments and awards, plus enforcement of foreign judgments and awards in Thailand.

EnforcementExecutionRecognition
VI / VI

Japan Entry & Japanese LawJapan Entry & Japanese Law

§ 01Overview

From Thailand to Japan — the reverse route.

Thai companies and Thailand-based Japanese affiliates increasingly enter the Japanese market or face deals and disputes involving Japanese law. Areas such as Japanese incorporation and branch registration, real estate acquisition, visas and residence statuses, and Japanese labor/consumer law go beyond what Thai counsel alone can cover.

At TTK × JTJB, Japanese-qualified attorneys at our Tokyo office work directly with the Thai side to provide advice, drafting, and procedure handling under Japanese law — one-stop. Explanations are available in Thai and English, enabling smooth communication with Thai executives and counsel.

Key point
Japan and Thailand differ greatly in the basic structure of corporate, tax, and labor law. What is "common sense" in Thailand often does not apply — engaging Japanese counsel from the early stage minimizes risk.

We also assist Japanese and Thai residents in Thailand who face Japanese-law issues — Japanese-law contract review, Japanese litigation/arbitration, succession, and real estate.

§ 02Common Issues

Common issues

CASE · I

Japan company setup & branch registration

A Thai company wants to enter Japan — KK, GK, or branch? The overall registration process.

JAPAN ENTRY
CASE · II

Status of residence & work visa

Dispatch of Thai employees to Japan, business-manager visa acquisition, and family/permanent-residency requirements.

VISA / IMMIGRATION
CASE · III

Japanese labor-law compliance

Employment at Japanese branches, work rules and contracts compliant with Japanese law, and understanding dismissal regulation.

JAPAN LABOR
CASE · IV

Japanese-law contracts

Reviewing/drafting Japanese-law-governed contracts for transactions with Japanese companies — issues unique to the Japanese Civil and Commercial Codes.

JAPAN CONTRACT
CASE · V

Real estate acquisition in Japan

Real estate acquisition by Thai individuals or companies in Japan — title registration, tax filing, and management setup.

JAPAN REAL ESTATE
CASE · VI

Succession & family law

Cross-border succession between Japan and Thailand, estate division within Japan, Thai-spouse inheritance rights, and validity of international wills.

SUCCESSION
§ 03What we do

What we do

I.

Japan company setup & branch registrationJapan company setup

End-to-end support for incorporating KK/GK/foreign-company branches — drafting articles, registration, bank-account opening, and tax filings.

SetupRegistrationBranch
II.

Visa & immigration supportVisa & immigration

Application, renewal, and change of status for Business Manager, Engineer/Specialist in Humanities, Intra-Company Transferee, and other visas.

VisaStatusImmigration
III.

Japan employment advisoryJapan employment advisory

Drafting employment contracts and work rules for Japanese branches, compliance with the Labor Standards Act, and advice on dismissal/resignation.

LaborWork rulesEmployment
IV.

Japan-law contract review & draftingJapan law contract review

Reviewing, drafting, and negotiating sale, service, and license agreements governed by Japanese law.

ContractReviewJP law
V.

Japan real estate practiceJapan real estate

Real-estate sale-contract review, title-transfer registration, property and acquisition tax handling, and selection of a management company.

Real estateRegistrationTax
VI.

Cross-border succession & family lawCross-border succession

Cross-border succession procedures between Japan and Thailand, estate division, will drafting and probate, and determination of governing law under private international law.

SuccessionWillFamily
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We'll assign the right counsel based on the nature of your matter, and reply within three business days. All inquiries are handled under strict confidentiality.

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HoursMon–Fri 9:00–18:00 (Bangkok Time)
LanguagesJapanese · English · Thai
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