Mergers and Acquisitions
(M&A) Advisory
Our M&A advisory services help business owners assess transaction value, conduct due diligence and evaluate suitable deal structures, including share purchases, asset purchases and company amalgamations. These three routes carry different tax burdens and different risks regarding existing debts; the decision should therefore be made before the contract is signed.
Content reviewed by Surapa Jamjang, Certified Public Accountant (CPA)
Last reviewed November 2026
Over 30 Years of Experience
More Than 700 Clients Served
Service fee starting at 150,000 baht
(excluding government fees)
Our own accounting and tax team reviews
the business's figures before the price is agreed
Selling a business that you have spent a lifetime building, or buying another company to build upon, is a major decision in which a single incorrect figure can significantly affect the price. Greenpro KSP acts as an M&A advisor for business owners. Our own accounting and tax team carries out the business valuation, reviews past financial statements and tax filings, compares the tax payable under each deal structure and prepares figures for the negotiation. We then handle all registration work with the Department of Business Development (DBD) and all notifications to the Revenue Department after the deal closes.
What Does an M&A Advisor Do, on Both the Sell Side and the Buy Side?
M&A stands for Mergers and Acquisitions, which means buying, selling or combining businesses. For SMEs in Thailand, there are 3 main ways to buy or sell a business: buying or selling the company’s shares, buying or selling assets or transferring the business, and amalgamating companies. The advisor’s work differs according to which side you are on.
| Side | Common Situations | How We Help |
|---|---|---|
|
Seller of the business |
The owner wishes to retire, or the heirs will not take over · Wishes to bring in a joint-venture partner as a shareholder · Wishes to sell part of the business |
Value the business, prepare the accounting and tax information before it is opened to the buyer’s review, and compare the tax payable on selling shares with that payable on selling assets |
|
Buyer of the business |
Buying a competitor, a supplier or a business that already has a customer base · Buying an operating company instead of setting up a new one |
Carry out accounting and tax due diligence, identify risks that should be used in price negotiations or written into the contract, and structure the purchase so that the tax burden is appropriate |
Share Purchase, Asset Purchase or Amalgamation of Companies: How Do They Differ?
| Share Purchase | Asset Purchase / Business Transfer | Amalgamation of Companies | |
|---|---|---|---|
|
What changes hands |
The company’s shares; the original company remains, and only the shareholders change |
Assets, customers or the entire business pass to the buyer |
2 or more limited companies combine into a single company |
|
Existing debts and tax liabilities |
Remain with the company; the buyer also assumes the risk indirectly |
In principle remain with the seller, except for the portion that the buyer agrees to assume |
The amalgamated company takes over all the assets, debts, rights and duties of the original companies |
|
Licences and contracts |
Remain with the company, but some contracts have conditions that apply when the shareholders change |
Some types of licence cannot be transferred and must be applied for again; transferring most contracts requires the counterparty’s consent |
The law governing each licence must be reviewed before the amalgamation |
|
Main taxes |
The seller pays income tax on the gain in excess of the investment, and pays stamp duty on the share transfer |
The selling company pays corporate income tax on the profit, and there may also be VAT, specific business tax (SBT) and stamp duty depending on the type of asset, unless it is an entire business transfer (EBT) between Thai companies that meets the Revenue Department’s conditions |
Exempt from several taxes if all the companies are Thai companies and the Revenue Department’s conditions are met |
|
Post-closing work |
Update the share register, file a new list of shareholders (Form B.O.J.5), and register a change of directors, if any |
Transfer ownership of registered assets, and apply for the necessary licences in the buyer’s name |
Hold shareholders’ meetings, notify creditors, wait 1 month for objections, and then register the amalgamation |
If you choose an amalgamation of companies, the steps, deadlines and taxes involve specific details; please see the Company Amalgamation Registration page.
What Is Due Diligence, and What Does It Cover?
Due diligence is the examination of a business’s status before it is bought or sold, to confirm that the figures and information provided by the seller are true and to identify liabilities that do not yet appear in the financial statements, such as taxes that may be assessed retroactively. The results are used to negotiate the price and set conditions in the contract. The main areas examined are as follows.
- Accounting and finance: past financial statements, profit generated by the actual business, receivables, payables, inventory, and commitments that are not shown in the financial statements
- Tax: whether all corporate income tax, VAT and withholding tax returns have been filed, and whether there is any outstanding tax or any item at risk of assessment
- Company registration and documents: company affidavit, list of shareholders, licences, ownership of assets, and key contracts, such as leases, loan agreements and contracts with major customers
- Employees: number of employees, social security registration and remittance of contributions, and any severance pay liabilities that may arise
Which Methods Are Used for Business Valuation?
A business’s value is not determined solely by its registered capital or the figures in its statement of financial position. The advisor uses several methods together and then arrives at a price range for use in negotiations.
- Discounted cash flow (DCF) method: estimate the cash the business will generate in the future and discount it to its present value; suitable for businesses with consistent profits
- Market comparison method: compare with the sale prices or earnings multiples of businesses of a similar kind
- Net asset method: the value of the assets less the liabilities; suitable for businesses with substantial assets, such as land, buildings and machinery
The figures used for the valuation should first be adjusted to reflect the actual business, for example by separating out the owner’s personal expenses that have been recorded together with the company’s. Otherwise, the profit will be lower than the true figure, and the price obtained will be correspondingly lower.
Steps for Buying or Selling a Business with an Advisor, Documents and Timeline
1.
Clarify whether you will sell or buy all or part of the business, together with your price range and timeframe, and sign a non-disclosure agreement (NDA) before any information is disclosed
2.
Adjust the financial statement figures to reflect the actual business, value the business using several methods, and arrive at a price range
3.
Examine the accounts, taxes, registration documents, contracts and employees, then summarise the risks identified
4.
Compare the tax burdens and risks of a share purchase, an asset purchase or an amalgamation of companies
5.
Prepare the accounting and tax figures and conditions to include in the contract, such as the price, payment instalments and liability for back taxes
6.
Update the share register and file the list of shareholders (Form B.O.J.5), register a change of directors or the amalgamation (if any), notify the Revenue Department, and combine the accounting systems
The overall timeline is generally 6 months to 1 year, depending on the size of the business, the readiness of the documents, and the time both parties take to negotiate.
Documents the seller should prepare
- Company affidavit, list of shareholders (Form B.O.J.5) and share register
- Past financial statements filed with the Department of Business Development, and the financial statements for the latest period
- Tax returns already filed, such as P.N.D.50 (annual corporate income tax return), P.N.D.51 (half-year corporate income tax return), P.P.30 (monthly VAT return) and withholding tax returns
- Asset registers, land title deeds, leases and loan agreements
- Key contracts with customers and suppliers, and the licences used to operate the business
- List of employees and evidence of social security contribution payments
How Is Confidentiality Maintained During Negotiations?
News that the owner is selling the business may affect employees, customers and business partners. A non-disclosure agreement (NDA) should therefore be signed before any information is sent to the other party, and information should be disclosed in stages, beginning with summary information that does not name the business, with a detailed document review permitted only once the buyer has shown serious intent.
For Which Deals Is This Service Suitable?
Our M&A advisory service covers the purchase and sale of shares or businesses of limited companies and partnerships that are not listed on the stock exchange. It does not include work that requires a licence or approval from the Office of the Securities and Exchange Commission (SEC), such as financial advisory work for companies listed on the stock exchange or offerings of securities to the public.
M&A Advisory Service Fees and Government Fees
The M&A advisory service fee starts at 150,000 baht, excluding government fees and taxes arising from the transaction. The price depends on the size of the business, the number of companies to be examined, the readiness of the accounting documents, and the scope of work, for example valuation only, or full support from valuation through to registration after the deal closes.
Excluding government fees
| Government Fees Commonly Incurred After Closing | Rate | Notes |
|---|---|---|
|
Stamp duty on share transfers (Revenue Department) |
1 baht per 1,000 baht |
Calculated on the paid-up capital or the sale price, whichever is higher; paid by the share transferor |
|
Registration of a change of directors or other particulars (Department of Business Development) |
500 baht per filing |
Several items filed together at one time are charged 500 baht |
|
Company amalgamation registration (Department of Business Development) |
5,000 baht |
Only for deals that choose amalgamation; there is also a special resolution registration fee of 500 baht per company |
Case Example: Selling a Family Construction Materials Business That the Heirs Would Not Take Over
The heirs of a family construction-materials trading business would not take it over, and the owner therefore decided to sell the business.
We valued the business, carried out due diligence on its past accounting and tax status before the information was made available to buyers, and compared the tax burden of selling shares with that of selling assets.
The seller and the buyer agreed on a deal structure before signing the contract.
Frequently Asked Questions About M&A Advisory
What does an M&A advisor help with?
An M&A advisor assists with everything from business valuation, accounting and tax due diligence, comparing the tax burden of each deal structure and preparing figures for negotiation, through to registering changes with the Department of Business Development and notifying the Revenue Department after the deal closes.
How is a business valued?
Several methods are used together: the future cash flow method, the comparison method based on similar businesses, and the net asset method; the results are then summarised as a price range for negotiation. Before the valuation, the financial statements should be adjusted to reflect the actual business, for example by separating out the owner’s personal expenses.
What Is Due Diligence, and What Does It Cover?
It is the examination of a business’s status before a purchase or sale, to confirm that the information provided by the seller is true. It mainly covers 4 areas: accounting and finance; taxes already filed and the risk of retroactive assessment; registration documents and key contracts; and employees. The results are used to negotiate the price and set conditions in the contract.
What is the difference between a share purchase and an asset purchase?
A share purchase means buying the whole company: the original company and its licences, contracts and existing debts all remain intact, so the buyer must examine it thoroughly. An asset purchase means choosing to buy only the assets or business you want; existing debts in principle remain with the seller, but some types of licence must be applied for again, and taxes arising on the asset transfer must be calculated.
What taxes are payable when selling a business?
It depends on the deal structure. If you sell shares, the seller pays income tax on the gain in excess of the investment, and the share transferor pays stamp duty of 1 baht per 1,000 baht. If you sell assets, the selling company pays corporate income tax on the profit, and there may also be VAT, specific business tax and stamp duty depending on the type of asset. An entire business transfer or an amalgamation between Thai companies is exempt from several taxes if the Revenue Department’s conditions are met.
How long does buying or selling a business take?
Generally 6 months to 1 year, depending on the size of the business, the readiness of the documents and the time spent negotiating. If you choose an amalgamation of companies, you must allow an additional 1 month for creditor objections, as required by law.
Can foreign nationals buy a Thai company?
Yes, but if, after the purchase, foreign nationals hold half or more of the capital, the company becomes a foreigner under the law. If the business is in List Two or List Three annexed to the Foreign Business Act, the company must obtain a Foreign Business Licence (FBL) or a Foreign Business Certificate (FBC) before continuing that business. Businesses in List One cannot be operated by foreigners.
What must be registered after buying or selling a business?
If you buy shares, the share register must be updated and a new list of shareholders (Form B.O.J.5) filed. If the directors or the directors’ powers change, the change must be registered with the Department of Business Development. If you buy assets, ownership of registered assets must be transferred, and the necessary licences applied for in the buyer’s name. If it is an amalgamation, the special resolution and the company amalgamation must be registered.
How Is Confidentiality Maintained During Negotiations?
A non-disclosure agreement (NDA) should be signed before any information is sent to the other party, and information should be disclosed in stages, beginning with summary information that does not name the business, with a detailed document review permitted only once the buyer has shown serious intent.
Related Services
Schedule a Confidential Discussion with an M&A Advisor About Selling or Buying a Business
Please tell us briefly whether you are on the selling side or the buying side, the type of business, approximate annual sales, and the arrangement you have in mind, such as selling all or part of the shares. Our registration team will contact you to arrange a discussion and advise you of the scope of work and the estimated service fee. You do not need to send financial statements with your initial enquiry.
Address: 43 Thai CC Tower, 11th Floor, Room 111, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120
Phone: 094 864 9799
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E-mail: surapa@greenproksp.com