Due diligence services in Thailand.

We look closely at gaps between reported revenues and VAT filings or bank deposits, because these can indicate undeclared income or cash leakage.

Withholding tax and VAT reconciliations often surface underpayments that can crystallise into liabilities post-closing. We also assess thin capitalisation and shareholder loans to ensure interest and withholding are treated correctly.

BOI-promoted companies need extra scrutiny around compliance to avoid benefit claw-backs. Related-party transactions without proper transfer pricing documentation are a recurring risk.

Payroll underreporting can create hidden Social Security and personal income tax exposure.

Finally, we review lease accounting under TFRS 16 and scan for nominee structures that could breach the Foreign Business Act.

Thailand follows TFRS, which is close to IFRS but can produce meaningful differences in leases, revenue recognition, and impairment testing.

Those nuances can shift normalised EBITDA and net debt, so we tailor the workplan accordingly. On the regulatory side, we source evidence from DBD corporate filings, Revenue Department returns, Social Security Office records, and BOI reports when relevant, and for listed groups, we add SEC/SET disclosures.

With a functional data room and responsive management, a focused buy-side due diligence for an SME typically runs three to four weeks; larger or multi-entity scopes take four to six weeks. BOI status, complex transfer pricing, or fragmented records can add one to two weeks.

You will receive a quality-of-earnings analysis that bridges reported results to normalised EBITDA, clearly separating recurring from non-recurring items.

We include a net working capital study and recommend a peg that reflects seasonality and historical trends, plus a net debt analysis that captures lease liabilities and off-balance-sheet items.

A concise tax review summarises VAT, corporate income tax, withholding tax, payroll exposures, and BOI compliance findings.

For the SPA, we translate findings into practical protections: suggested financial definitions, guidance on locked-box versus completion accounts, and targeted reps, warranties, indemnities, and W&I focus areas aligned to the quantified risks.