Thailand

Bangkok, 29 April 2025 — Blumenthal Richter & Sumet (BRS) has officially been appointment as the Overseas Intellectual Property Service Provider for the Shenzhen (Nanshan) – Thailand corridor. This designation reinforces BRS’s growing role in supporting Chinese enterprises investing and expanding in Thailand and Southeast Asia. The appointment was formalized at the launch ceremony of the “Go Global” International Service Center on April 29, 2025, attended by Tongxin Xie, Head of the Chinese Desk at BRS, and Ekkarat Ritthiplang, Partner of the firm. The Go Global Center is a strategic initiative led by the Nanshan District Government, aiming to support Chinese enterprises in their internationalization through a platform that integrates policy support, professional services, and global networks. As an Overseas IP Service Provider, BRS will provide legal and strategic support to Chinese companies—particularly those from Shenzhen and the Greater Bay Area—in key areas such as cross-border IP protection, regulatory compliance, outbound investment, and international transactions. Through the Go Global platform, BRS will offer tailored legal and business services to help clients enter and expand in the Thai and broader Southeast Asian markets. “As one of the first professional service providers appointed under this initiative, we are honored to contribute to the success of Chinese enterprises abroad,” said Tongxin Xie. “Our aim is to deliver clear, effective legal solutions in IP protection, compliance, and dispute resolution for both Chinese and Thai clients.” Following the ceremony, the BRS delegation was invited to visit the Nanshan Intellectual Property Protection Center, a pioneering facility that integrates administrative and judicial mechanisms to streamline IP dispute resolution. Under the leadership of Senior Partner Andreas Richter, BRS’s China Desk has long advised Chinese clients across sectors such as manufacturing, technology, energy, and infrastructure on establishing and expanding operations in Thailand. BRS also supports Thai companies seeking entry into the Chinese market, further enhancing its role as a cross-border legal bridge between the two countries.

In the intricate world of international trade, maritime transport is a cornerstone, facilitating the movement of goods across vast distances. Carriers engaged in this industry enter into contracts of carriage, committing to transport goods by sea from one country to another in exchange for freight. These contracts typically include terms and conditions related to the carriage of goods, liability, delivery obligations, and, critically, dispute resolution mechanisms. The key element in this industry is the Bill of Lading (B/L), a pivotal document that serves as a receipt, a document of title, and evidence of a carriage contract. B/L often includes the choice of court clause, which designates a specific court for resolving disputes. Maritime transport disputes frequently arise from issues such as cargo damage or loss, delays, and disagreements over freight charges. The international nature of maritime transport complicates these disputes, often involving parties from different jurisdictions with varying legal frameworks. Understanding the implications of the choice of court clauses in B/Ls under Thai law is crucial for businesses engaged in maritime trade with Thailand. The Bill of Lading in Thailand B/L is an essential document in maritime transport that confirms the receipt of goods for shipment and outlines the terms of the carriage contract. It can also act as a transferable document of title, allowing ownership of the goods to be transferred during transit. For businesses involved in maritime transport with Thailand, understanding how B/Ls are treated under Thai law is essential for managing disputes and ensuring smooth operations. Legal Framework In Thailand, the primary legislation governing B/Ls is the Carriage of Goods by Sea Act, B.E. 2534 (1991) (CGSA). This Act aligns with international conventions, regulating the rights and obligations of parties involved in the carriage of goods by sea. According to Section 3 of the CGSA, a B/L is defined as a document issued by the carrier to the shipper as evidence of a contract of carriage and receipt of goods, with the carrier undertaking to deliver the goods to the rightful recipient upon surrender of the document. Roles of a Bill of Lading 1. Evidence of Contract: It confirms that the freight forwarder will transport the goods to the specified destination and deliver them to the consignee under the terms of the carriage contract. 2. Receipt of Goods: It acts as a receipt, indicating that the carrier has received the goods, detailing their quantity and specifics. 3. Document of Title: It represents ownership of the goods, allowing the holder to claim the goods or transfer ownership to another party. Jurisdictional Challenges and Court Choices Disputes involving B/Ls often entail jurisdictional challenges, particularly when the choice of court clause specifies a foreign court. Such clauses aim to provide clarity and predictability but can complicate enforcement if the designated court is outside Thailand. Thai Jurisdiction The Intellectual Property and International Trade Court (IPITC), which is the specialized court established under the Act for the Establishment of and Procedure for Intellectual Property and International Trade Court, B.E. 2539 (1996), has jurisdiction with regard to international trade and intellectual property disputes, including those arising from maritime contracts. This specialized court ensures that aforesaid disputes are resolved efficiently in accordance with international standards and procedures to lead the party to justice. Enforceability of Choice of Court Clauses in B/L Thai courts generally respect the choice of court clauses in B/Ls. However, enforcing these clauses can be challenging if the chosen jurisdiction is outside Thailand. The enforceability depends on factors such as compliance with international treaties and Thai legal standards. An illustrative case is Supreme Court Judgment No. 3882/2006. In this case, the B/L specified the Hong Kong City Court for dispute resolution. However, the IPITC in Thailand was deemed competent to adjudicate the matter. The dispute involved damages for the loss or damage of goods during the sea transport party's nationality between Thailand and Spain. The Supreme Court ruled that, since the contract of carriage was executed in Thailand and Thai law was applicable, the IPITC had jurisdiction to consider and resolve the dispute. This decision highlights the authority of Thai courts to handle disputes even when a B/L specifies a foreign court, especially when significant aspects of the case are connected to Thailand, such as the place occurring ground of dispute, domicile of the party, or the place of the majority evidence for consideration and resolution the case as same the competent court. Conclusion Understanding the role of the Bill of Lading under Thai law and the associated jurisdictional issues is crucial for effectively managing maritime disputes. While B/Ls are essential documents in international trade, the disputes arising from them can be complex, particularly when jurisdictional clauses are involved. Thai legislation, including the Carriage of Goods by Sea Act and the Act for the Establishment of and Procedure for Intellectual Property and International Trade Court, provides a robust framework for resolving such disputes. The Supreme Court's decision in Judgment No. 3882/2006 underscores the capability of Thai courts to adjudicate maritime disputes, ensuring that legal resolution remains accessible and consistent with Thai legal standards. Authors Kittipoj Kittikachorn +66 2 106 8315 Ext. 134 +66 89 163 8648 [email protected] Teerawat Sawekwang +66 2 106 8315 Ext. 133 +66 8 5069 2899 [email protected]  

Kudun and Partners (KAP), one of Thailand’s leading full-service law firms, and Jipyong LLC, a premier South Korean law firm with a strong international presence, have formalized a strategic alliance through the signing of a Memorandum of Understanding (MOU) at a ceremony held at the Grand Central Building in Seoul, South Korea, on Tuesday, 27 May 2025. The agreement marks a significant milestone in advancing legal cooperation between Thailand and Korea. Notably, the collaboration between these two full-service, award-winning law firms represents the first and most comprehensive alliances to date between Thai and Korean legal practices—setting a new benchmark for regional cooperation. The MOU was signed by Mr. Haeng Gyu Lee, Managing Partner of Jipyong, and Mr. Kudun Sukhumananda, Managing Partner of Kudun and Partners. Under the terms of the MOU, both firms commit to a strategic framework for mutual client referrals, cross-border legal support, and joint business development initiatives. Each firm will serve as the legal partner of the other within its respective jurisdiction—KAP in Thailand and Jipyong in Korea. This reciprocal arrangement is designed to provide clients with seamless, high-quality legal services across both markets. In addition to the referral structure, the MOU also outlines plans for lawyer secondments, joint marketing and promotional activities, and continued knowledge-sharing initiatives to foster deeper integration and professional development across both firms. “This alliance reflects our mutual commitment to international collaboration and reinforces our ability to support clients expanding between Thailand and Korea,” said Mr. Kudun Sukhumananda. “We are excited to deepen our ties with Jipyong and jointly offer truly integrated legal solutions.” Following the signing ceremony, the firms co-hosted a seminar focused on "Navigating the Thai Legal Landscape: Key Regulatory Considerations for Korean Investors." Speakers included Ms. Kim Jinhee, Senior Foreign Attorney and Mr. Ban Ki-Il, Senior Foreign Attorney from Jipyong as well as Mr. Chai Lertvittayachaikul, Partner and Ms. Yanin Sirilak, Senior Associate of Kudun and Partners. We were especially grateful to have Ms. Kritsana Saeheng, Director of Thailand’s Board of Investment (BOI), Seoul Office, join the session and share valuable insights from a Thai governmental perspective. The session, attended by Korean corporates, investors, and in-house counsel, explored the critical legal frameworks, regulatory compliance issues, and investment structuring strategies that Korean companies should be aware of when entering or expanding in the Thai market. The seminar underscored both firms' commitment to knowledge sharing and client education as part of their broader collaborative agenda. Mr. Lee Seung-Min, Foreign Attorney and Head of the Cross-Border Transactions team at Jipyong LLC, added, “It is our sincere hope through this seminar to deepen the understanding of Thailand's investment environment for companies considering entry or further investment there. We also wish to provide a constructive opportunity for these businesses to explore strategic pathways for their successful future expansion.” This partnership reflects a broader trend of regional collaboration among Asia’s leading independent law firms, particularly in supporting clients navigating increasingly complex cross-border transactions and regulatory landscapes. About Kudun and Partners Kudun and Partners is a modern, full-service law firm headquartered in Bangkok, Thailand. Known for its bold approach and commercial acumen, the firm is recognized for advising domestic and international clients on a wide range of practice areas including Corporate, M&A, Capital markets, Dispute resolution, Labour and Employment, Tax, and Restructuring. About Jipyong Jipyong is a top-tier Korean law firm with a strong reputation for delivering practical, high-quality legal services. With offices across Asia and Europe, Jipyong provides strategic counsel across all major practice areas, with particular strength in cross-border transactions, dispute resolution, and investment advisory.   For media inquiries, please contact: Kudun and Partners - [email protected] Jipyong LLC – [email protected]  

Thailand generally prohibits foreign nationals from owning land. However, there are notable exceptions that allow land ownership under specific conditions. For instance, a foreigner may acquire land for residential purposes if they invest a legally prescribed minimum amount. Additionally, land ownership may be granted under special laws, such as those related to investment promotion privileges. When it comes to companies, the Land Code sets clear rules for determining whether a company qualifies as "foreign", which in turn affects its eligibility to own land. According to Sections 97 and 98 of the Land Code, a company will be classified as a foreign entity if: Foreign shareholders hold more than 49% of the company’s registered capital; or More than half of the total number of shareholders are foreigners. To verify a company’s landholding rights, authorities examine the full chain of shareholding to ensure compliance. If a company meets either of the above criteria, it is deemed foreign and, as such, is restricted from land ownership under Thai law. Example of shareholding structure of foreign companies according to the Land Code of Thailand Due to the legal restrictions on foreign land ownership in Thailand, any Thai company with foreign shareholders is subject to close scrutiny by the Land Office during land registration processes. Land officers (referred to as “officers”) are required to carefully examine whether the company's shareholding structure complies with Sections 97 and 98 of the Land Code. Specifically, they assess whether foreign shareholders hold no more than 49% of the registered capital and whether the number of foreign shareholders does not exceed half of the total shareholders. This scrutiny doesn't end at the time of land acquisition. Each year, typically in June, the Land Office conducts a follow-up review of Thai companies that own land and have foreign shareholders or directors. A list of such companies is sent to the Business Information Service Office or the Department of Business Development (DBD) to verify whether any of them have transitioned into foreign companies under the Land Code. If any company is found to have become a foreign entity through changes in its shareholding or structure, the consequences are serious. Under Thai law, all land held by such a company must be forcibly sold. The Checking Guidelines for Preventing Holding Land for the Benefit of Foreigners To safeguard against circumvention of Thailand’s restrictions on foreign land ownership, the Land Department has issued strict guidelines for land officers when dealing with companies that may be acting on behalf of foreign interests. Under Section 74 of the Land Code, land officers have the authority to investigate all parties involved in a land transaction. This includes summoning individuals to provide statements and requiring the submission of relevant documents and evidence. Based on these findings, the officer must proceed according to the case’s specific circumstances, following the Ministry of Interior’s investigative guidelines. These guidelines direct officers to closely examine certain red flags that may indicate a company is holding land for the benefit of foreigners. These include: Foreigners who are authorized signatories for the company; Foreign nationals listed as company promoters; Foreigners holding preferred shares with superior voting rights; Foreign shareholders partnered with Thai nationals who are lawyers or brokers—potentially serving as nominee shareholders. The officer must verify facts as follows: Investigate the income of Thai shareholders: by verifying their occupation and monthly income with supporting evidence. Investigate the source of the funds that Thai shareholders brought to pay for shares: Thai shareholders must provide evidence of the source of the funds to confirm that they were not received from foreign investors. Investigate the source of the funds used by a company to purchase land: in case a price of land higher than the registered capital, without registering a land mortgage. If there is a case where it is believed that the application for registration of rights and legal transactions will avoid the law or it is believed that the said Thai company purchased the land to hold the land on behalf of foreigner, the officer shall request an order from the Minister, and the Minister’s order shall be final. Penalties for Holding Land for the Benefit of Foreigners In the event that a land ownership registration, the officer finds that there is a behavior of holding land on behalf of a foreigner from the above investigation, the punishment according to the offenses under the Land Code as follows: Foreigners, under Section 111 of the Land Code for illegally acquiring land, punishable by a fine not exceeding 20,000 Baht or imprisonment not exceeding 2 years, or both. Company, under Section 112 of the Land Code, punishable by a fine not exceeding 50,000 Thai nominees, under Section 113 of the Land Code for acquiring land as a representative of foreigner or foreign company, punishable by a fine not exceeding 20,000 Baht or imprisonment not exceeding 2 years, or both. Conclusion Land ownership by a Thai company with foreign shareholders is subject to rigorous scrutiny to ensure compliance with the Land Code. Authorities carefully assess whether such companies are, in fact, foreign entities or if the land acquisition is being carried out for the indirect benefit of foreigners. If a violation is found, the company may face serious legal consequences, including forced sale of the land, fines, and even imprisonment. At ILAWASIA, we provide expert legal counsel on land ownership compliance for companies with foreign shareholders. Our team is well-versed in navigating Thailand’s complex regulatory framework and can assist with incident reporting, filing complaints, and all related legal processes. AUTHOR Tanadee Pantumkomon, Partner Sasima Jantarajit, Associate Kamintra Piriyayon, Associate They can be reached at [email protected]