SRPP’s Guide to Merger Control in Thailand 2026

SRPP News l 26 May 2026

Panuwat Chalongkuamdee, Nadthanij Sutthent and Thitiphan Pokasappaiboon

1. Overview

Merger control in Thailand is principally governed by the Trade Competition Act B.E. 2560 (A.D. 2017) (“TCA”) which establishes the legal framework to promote fair competition, prevent monopolistic practices, and protect consumer welfare.

The TCA is administered by the Trade Competition Commission (“TCC”) which is responsible for overseeing the implementation of the TCA and managing the pertinent subordinate legislation. The TCC’s powers and responsibilities include, among others, making recommendations to the Minister of Commerce on the issuance of ministerial regulations and national competition policy, issuing subordinate legislation and notifications, investigating alleged violations of the TCA, considering and adjudicating cases involving business operators with a dominant market position or prohibited business practices, and imposing administrative sanctions.

Supporting the TCC is the Trade Competition Commission of Thailand (“TCCT”) which functions as its administrative arm. The TCCT is primarily responsible for enforcing the TCA in practice, including performing administrative functions for the TCC and its sub-commissions, monitoring potential violations of the TCA and reporting them to the TCC, receiving complaints, and gathering evidence for submission to the TCC. For clarity, “TCC” in this article refers to the collegiate commission as the decision-making body, while “TCCT” refers to its administrative office which carries out day-to-day enforcement and administrative functions.

The Intellectual Property and International Trade Court and the Administrative Court have jurisdiction over disputes involving alleged violations of the TCA, including civil claims for damages and appeals against administrative orders issued in connection with such violations.

The TCA divides regulated mergers into two categories:

(a) Pre-merger filing: mergers requiring prior approval where the proposed merger could result in the formation of a ‘monopoly’ or ‘business operator with dominant position in a market’; and

(b) Post-merger notification: mergers requiring subsequent notice where the merger could result in a ‘substantial reduction of competition in a market’.

1.1 Scope of application

The TCA applies to any ‘merger’ undertaken by a ‘business operator’ that may result in:

(a) a ‘substantial reduction of competition in a market’; or

(b) a formation of a ‘monopoly’ or a ‘business operator with a dominant position in a market’, subject to certain exclusions and exceptions

in each case subject to certain exclusions and exceptions. Where a merger triggers either the pre-merger filing or post-merger notification requirement, the relevant business operators must (i) obtain prior approval from the TCC or (ii) notify the TCC.

Exclusions

The TCA does not apply to the following entities:

(a) Central, provincial, or local administrations;

(b) State-owned enterprises, public organisations, and other governmental organisations (but only for actions prescribed by law or undertaken pursuant to Cabinet resolutions that are necessary for the benefit of maintaining public order, public benefit, or utility procurement);

(c) Farmers’ groups or cooperatives or societies recognised by law that have the objective of undertaking business for the benefit of the farming occupation; and

(d) Business sectors where competition is regulated by industry-specific legislation.

Where competition in a business sector is regulated by industry-specific legislation and regulators, such industry-specific legislation prevails over the TCA. Sectors currently subject to this carve-out include broadcasting and televisions, telecommunications, and energy.

1.2 Definition of mergers

A ‘merger’ under the TCA means any of the following:

(a) Statutory mergers or amalgamations: The merger between (i) a manufacturer and another manufacturer; (ii) a distributor and another distributor; (iii) a manufacturer and a distributor; or (iv) a service provider and another service provider, which will result in either one of the businesses being maintained and the other being extinguished, or a new business being formed;

(b) Asset acquisitions: The acquisition of all or part of the assets of another business ‘for the purpose of controlling its business administration policy, administration or management’; and

(c) Share acquisitions: The acquisition of all or part of the shares of another business ‘for the purpose of controlling its business administration policy, administration or management’.

The TCC presumes that a share or asset acquisition is undertaken for ‘the purpose of controlling business management policy, administration or management’ in the following circumstances:

(a) Asset acquisitions: Where the value of the assets acquired from another business operator exceeds 50% of the total value of assets used in the ordinary course of business of the selling business operator during the previous fiscal year.

(b) Share acquisitions:

(i) Listed public company: Where shares, warrants, or other securities convertible into shares, constituting 25% or more of the total voting rights (as at the close of any day) of the target entity are acquired; or

(ii) Private and non-listed public company: Where shares constituting more than 50% of the total voting rights (as at close of any day) of the target entity are acquired.

1.3 Acquisitions by affiliated persons

For the purposes of determining ‘control’:

(a) Natural persons: In the case of a share acquisition by a natural person, any securities or shares acquired by his/her spouse shall be deemed to be acquired by the acquirer.

(b) Juristic persons: In the case of a share acquisition by a juristic person, any securities or shares acquired by another juristic person(s) or natural person(s) who (i) holds more than 30% of voting rights in the acquirer and (ii) is also a ‘Single Economic Entity’ of the acquirer, shall be deemed to have been acquired by the acquirer.

1.4 Definition of business operators

A ‘business operator’ is defined in Section 5 of the TCA as a ‘vendor, producer for sale, person who places orders or imports products into the Kingdom for sale, buyer for the purpose of production or resale of goods, or a service provider in the course of business’.

As the TCA aims to regulate transactions that affect Thailand, the TCC interprets a merger by a business operator to be subject to the TCA if such business operator(s) engages in business activities or commercial operations in Thailand. As a result, legal entities incorporated outside Thailand will be subject to the TCA if they have a ‘business presence’ in Thailand. That is, if they conduct business in Thailand through a branch office, a representative office, or a subsidiary in Thailand that is a Single Economic Entity with the legal entity in question.

For the purpose of verifying the ‘business presence’ of a business operator(s) conducting a merger, in case of an amalgamation, both merging parties must be a company incorporated under the laws of Thailand. For an acquisition of assets or shares, both the acquirer and the target must have a business presence in Thailand.

In addition, mergers between a business operator and its affiliates that are a Single Economic Entity under the TCA are exempted from the merger control requirements. A ‘Single Economic Entity’ is defined as two or more business operators having a relationship in policy or directive power, where:

(a) ‘Relationship in Policy’ means a relationship between two or more business operators that have their own set of guidelines, policies, or procedures on business administration, direction or business management under the control of the same business operator with directive power; and

(b) ‘Directive Power’ means the power to have control arising under any of the following circumstances:

(i) holding shares with voting rights in a business operator of more than 50% of the total voting rights in that business operator;

(ii) having the power to control the majority of votes in a shareholders’ meeting of a business operator, either directly or indirectly;

(iii) having the power to control the appointment or removal of at least half of all directors or more of a business operator, either directly or indirectly; or

(iv) having the directive power under (i) or (ii) at every hierarchical level, starting from the directive power under (i) or (ii) of the business operator that is at the ultimate level of command.

1.5 Greenfield joint venture

At present, there are no specific rules governing joint ventures. The TCC’s interpretation is that the formation of a new joint venture company (“JVCo”) does not meet the definition of a ‘merger’ under the TCA and is thus exempt from the TCA. However, if the formation of a JVCo involves an amalgamation or an asset or share acquisition that constitutes a ‘merger,’ the TCA will apply.

2. Jurisdictional Thresholds for Merger Control

2.1 Pre-merger filing thresholds

The pre-merger filing threshold is triggered where a merger may result in the creation of either:

(a) a ‘monopoly’, defined as a situation where there is only one business operator in any market possessing absolute power to determine price and supply of products or service freely; and such business operator has a sales turnover of at least THB 1 billion; or

(b) a ‘business operator with a dominant position in a market’, defined as (i) a business operator in any market for goods or service having a market share of 50% or more and having a sales turnover of at least THB 1 billion in the previous year; or (ii) any of the top three business operators in any market of goods or service whose aggregate market share of 75% or more in the previous year.

It should be noted that the TCC’s Notice on Criteria for being an Undertaking with Dominant Position, which took effect on 17 December 2025, provides a safe harbour from the above dominance criteria where the business operator has a market share of less than 20% (increased from 10% under the earlier notification issued by the TCC in 2020), or a sales turnover of less than THB 1 billion in the preceding year.

2.2 Post-merger notification thresholds

The post-merger notification threshold is triggered by a merger that could result in a ‘substantial reduction of competition in a market’ and where the sales turnover of any one business operator, or of all relevant business operators undertaking a merger in any market, amounts to THB 1 billion or more, provided that the transaction does not result in a ‘monopoly’ or a ‘business operator with a dominant position in a market’. Based on the literal wording of the TCC Notification on Merger Control, the THB 1 billion threshold appears to be satisfied if either (i) any single party to the merger has sales turnover of THB 1 billion or more, or (ii) the combined sales turnover of all merging parties collectively reaches THB 1 billion or more. Parties should seek specific advice on this interpretation, as no binding TCCT guidance or decided case has expressly confirmed the position.

There are no circumstances in which the relevant pre-merger filing or post-merger notification is required if the applicable thresholds are not met. For the avoidance of doubt, minority investments, being acquisitions of shares or assets that fall below the applicable statutory thresholds (i.e., below 25% voting rights in a listed company and below 50% voting rights or 50% of the total value of operating assets in all other cases), do not constitute a “merger” for the purposes of the TCA and are not subject to either pre-merger approval or post-merger notification requirements.

2.3 Foreign-to-foreign mergers

Based on the TCC’s interpretation, foreign-to-foreign transactions may be subject to the TCA if the relevant business operators have a business presence in Thailand. As set out in Section 1.4 above, a “business presence” exists where a foreign entity conducts business in Thailand through a branch office, representative office, or a subsidiary that is a Single Economic Entity with that foreign entity. Accordingly, a purely foreign-to-foreign transaction between two overseas entities will only attract TCA jurisdiction if both the acquirer and the target each independently maintain a business presence in Thailand. A foreign entity that merely exports products into Thailand or holds a passive minority investment in a Thai company, without the requisite operational presence, is unlikely to satisfy this threshold. However, given the TCC’s broad interpretive approach, practitioners are advised to conduct a specific nexus analysis for each transaction rather than assume non-applicability. To date, there is limited published guidance from the TCC on the precise scope of its extraterritorial jurisdiction.

3. Notification and Clearance Timetable

3.1 Pre-merger filing

The relevant business operator(s) must submit a pre-merger filing before the closing date (i.e., the effective date of the amalgamation, asset acquisition or share acquisition), and the merger cannot be consummated until the approval from the TCC has been obtained. If a business operator is required to submit a pre-merger filing and fails to do so, that business operator and its responsible directors may be subject to:

(a) Administrative sanctions: a fine of not exceeding 0.5% of the total value of the merger transaction may be imposed by the TCC; and/or

(b) Civil penalties: any person who suffers loss or damage as a result of the violation of pre-merger filing requirements by a business operator may claim civil damages against the business operator.

In practice, the TCCT has in almost all enforcement cases imposed fines on both the juristic entity and its responsible natural persons (directors and officers) simultaneously. Parties and their directors should therefore treat personal liability exposure as a near-certain consequence of non-compliance, rather than a theoretical risk.

In addition, the TCC may order the relevant business operator(s) to suspend, cease, or vary the merger transaction conducted in violation of the pre-merger filing requirements. Failure to comply with such an order may result in an additional administrative fine of not exceeding THB 6 million and a daily fine of not exceeding THB 300,000 throughout the period of violation.

3.2 Post-merger notification

The relevant business operator must submit the post-merger notification within seven days of the closing date (i.e., the effective date of the amalgamation, asset acquisition or share acquisition). If a business operator is required to submit a post-merger notification and fails to do so, it may be subject to an administrative sanction of a fine of not exceeding THB 200,000 and a daily fine of not exceeding THB 10,000 throughout the period of the violation. Parties should also note an important practical risk inherent in the bifurcated filing regime: the determination of whether a transaction requires pre-merger approval or post-merger notification is made by the parties themselves through self-assessment, without the benefit of a binding pre-transaction determination from the TCC as to which filing category applies. This creates a degree of legal uncertainty, particularly where the relevant market definition or market share calculation is borderline. Parties filing a post-merger notification where pre-merger approval may in fact have been required face the risk of having the transaction scrutinised or unwound. Seeking legal advice and, where appropriate, engaging in pre-filing discussions with the TCC (see Section 5.3 below) is strongly recommended to mitigate this risk.

4. The parties who are responsible for filing

4.1 Pre-merger filing

Responsibility for submission of the pre-merger filing is allocated as follows:

(a) Amalgamation: the newly formed entity shall be responsible.

(b) Asset acquisition: the acquirer of assets shall be responsible.

(c) Share acquisition: the acquirer of shares shall be responsible.

There is no fee for submission of the post-merger notification.

4.2          Post-merger notification

Responsibility for submission of the post-merger notification is allocated as follows:

(a) Amalgamation: the newly formed entity shall be responsible.

(b) Asset acquisition: the acquirer of assets shall be responsible.

(c) Share acquisition: the acquirer of shares shall be responsible.

There is no fee for submission of the post-merger notification.

4.3 Waiting periods

There is no concept of a waiting period under the TCA that would permit the parties to close a merger transaction upon the lapse of the specified period. In the event that a pre-merger filing is required, the merger transaction may not be consummated until the approval from the TCC has been obtained. The TCA stipulates that the TCC must complete consideration of a pre-merger filing within 90 days of submission. If the TCC cannot reasonably make a decision within such 90-day period, the TCC may extend the consideration period up to an additional 15 days. In granting approval, the TCC may set a specific time period or other conditions with which the business operator(s) must comply.

In the event that a pre-merger filing is required, there are currently no mechanisms in place that would allow for closing prior to approval by the TCC.

In addition to the TCA, an acquisition of shares of a company listed on the Stock Exchange of Thailand will be subject to the Securities and Exchange Act B.E. 2535 (A.D. 1992) (as amended), in particular with respect to the public disclosure and tender offer requirements.

5. Preparation of a Filing

The TCC has prescribed a list of documents and information required for consideration of a pre-merger filing and post-merger notification pursuant to the TCC Notification on Rules, Procedures, and Conditions for Merger Approval B.E. 2561 (A.D. 2018) (effective 29 December 2018) and TCC Notification on Rules, Procedures, and Conditions for Notification of Merger Transaction B.E. 2561 (A.D. 2018) (effective 29 December 2018) as follows:

5.1 Pre-merger filing

(a) Application form (prescribed by the TCC) requiring, inter alia, general information on the relevant business operators and their businesses;

(b) Merger plan and implementation timeline;

(c) Details of the merging parties and the target company, including at a minimum the shareholding structure, voting rights, sales turnover and market share;

(d) Studies and analysis in respect of the merger transaction, including at a minimum:

(i) an analysis of shareholding structure and controlling power of merging parties for the purpose of ascertaining the relationship in policy or directive power before and after the merger;

(ii) an analysis of the relevant product or service market of the merging parties for the purpose of ascertaining the effect as a result of the merger which shall at a minimum address:

a. market structure before and after the merger transaction;

b. scope of market;

c. market share of each merging party before and after the merger transaction;

d. sales turnover of each merging party before and after the merger transaction;

e. effect of the merger transaction in respect of the following items:

i. market concentration;

ii. market entry and expansion, taking into consideration the relevant factors such as applicable laws and regulations of the government, logistic costs, access to patent rights of existing technologies, or access to raw materials or other resources necessary for production, etc;

iii. non-coordinated effects, meaning the effect as a result of each merged entity’s profit gained by increasing prices or a reduction in the quality of the products attributable to a reduction in competition;

iv. coordinated effects, meaning the effect as a result of the business operators’ tendency to jointly increase prices after the merger transaction;

v. effect on the economy or consumers as a whole; and

vi. any other effects on competition in a relevant market (if any);

(iii) an assessment of efficiencies in a market after the merger transaction; and

(e) Studies and analysis in respect of valid business-related necessity and benefits in the promotion of business, damage to the economy, and consumers’ benefits as a whole.

5.2 Post-merger notification

(a) Notification form (prescribed by the TCC) requiring, inter alia, general information on the relevant business operators and their businesses;

(b) Copies of documents submitted to the Ministry of Commerce, in case of an amalgamation;

(c) Copies of documents submitted to the Securities and Exchange Commission in case of a share purchase through a tender offer (if applicable);

(d) Copies of definitive documents evidencing the share or asset acquisition (e.g. share purchase agreement and appraisal reports);

(e) Reports of the meeting of directors or shareholders at which the merger was approved by each merging entity or other documents indicating an intention to merge;

(f) Other details in respect of the merger transaction;

(g) An auditor-certified report of an annual general meeting of each merging entity for the past three years;

(h) Copies of the list of shareholders of each merging party before and after the merger transaction; and

(i) Power of attorney (if any).

False or misleading information

Business operators that intentionally provide false or misleading information to the TCC may face criminal charges under the Criminal Code for providing false information to government officials. In addition, if the TCC becomes aware of such false or misleading information, it has the authority to revoke any approval for pre-merger filing. Furthermore, any person whose right or interest is jeopardised by the TCC’s approval may file a case with the Administrative Court seeking its revocation of such approval.

All information and documents submitted to the TCC must be in hard copy in the Thai language (or translated into Thai). According to the Guidance for Filling an Application for Merger Approval issued by TCCT on 10 September 2025, any foreign-language documents (other than Thai) must be translated into Thai and such translation must be certified by one of the following:

(a) A Thai citizen who holds at least a bachelor’s degree from a program in which the language of instruction matches the language of the document being translated;

(b) A professor or lecturer at a Thai higher education institution who teaches the relevant language at that institution;

(c) The embassy or consulate in Thailand of the country whose official language is the same as the language of the document; or

(d) A Royal Thai Embassy or Consulate abroad.

The certification of the translation must also be submitted together with the merger application.

Given the volume of documentation typically required, parties should factor translation lead times of two to four weeks into their transaction planning. As at the date of this publication, the TCC does not accept electronic submissions and requires physical delivery of all documents. Practitioners are advised to confirm current filing procedures with the TCCT directly, as administrative practice may evolve.

5.3 Pre-consultation

Currently, no official pre-consultations are required before the submission of an application for a pre-merger filing and the TCA does not prescribe any pre-consultation process. However, business operators may request an unofficial meeting with the TCC to discuss the applicable merger control processes and obtain the TCC’s initial views and assessment. The TCC may not provide a definitive assessment and any opinion of the TCC is non-binding and subject to change by the TCCT.

Generally, the relevant business operators must prepare and submit all required information (as outlined above) to the TCC. After acceptance of the pre-merger filing, the TCC shall undertake the following steps:

(a) The Secretary-General proposes the application for merger approval to the Chairman of the TCC within seven days from the date of receipt of the application for further consideration by the TCC;

(b) The TCC may require additional information from a business operator(s) conducting a merger, either by issuing a letter requesting information or by inviting the applicant to provide clarification; and

(c) The TCC may serve notices to relevant business operators or third parties inviting them to offer opinions and information in support of its consideration.

5.4 Statutory timetable for clearance

The TCC must complete its consideration of a pre-merger filing within 90 days from the date of submission. Where a decision cannot reasonably be made within this 90-day period, the TCC may extend the consideration period by up to an additional 15 days.

There is no provision in the TCA that allows the pre-merger approval process to be expedited, and in practice the TCC has historically extended the period of consideration to its maximum of 105 days. Practitioners should note that the 90-day clock runs from the date of formal acceptance of a complete filing by the TCC, not merely from the date of initial submission. In practice, the TCC conducts an informal completeness review upon receipt of a filing, during which it may request supplementary information or documents before formally accepting the application. This pre-acceptance period is not subject to any statutory time limit and can extend the overall timeline by several weeks depending on the complexity of the transaction and the adequacy of the initial submission. Parties should accordingly build additional lead time into transaction planning to account for this pre-acceptance phase, and are encouraged to engage in pre-filing discussions with the TCC (see Section 5.3 above) to minimise the risk of requests for additional information after submission. Importantly, once the 90-day review clock has formally commenced, any requests for additional information issued by the TCC during the review process do not suspend or pause the clock. The review period continues to run whilst the parties prepare their responses. Parties must therefore respond to any such requests promptly and comprehensively, as failure to do so in a timely manner may adversely affect the outcome of the review.

6. Substantive assessment

6.1 Substantive test for clearance

The substantive test for clearance requires that the merger:

(a) is reasonably necessary for the business;

(b) is beneficial to business promotion;

(c) poses no serious harm to the Thai economy; and

(d) causes no impairment to a fair share of the resulting benefits of general consumers.

The four limbs of the test appear to be cumulative, meaning that a merger must satisfy all four conditions in order to obtain approval; failure to satisfy any single limb may be sufficient grounds for the TCC to withhold clearance. However, given the absence of published precedents addressing how the TCC weighs or balances these limbs against one another, parties should not assume that strong performance on one limb can offset a deficiency on another.

There is currently no precedent on special circumstances or exceptions to this test. Also, there are no separate rules that apply to joint ventures.

In addition to this substantive test, it is expected that the TCC will consider factors such as the potential for coordinated effects, non-coordinated effects, barriers to market entry, expansion, and foreclosure to newcomers. Economic efficiency is expected to be a key factor in determining whether a merger meets the substantive test. In conducting its substantive review, the TCC draws on internationally recognised precedents and practices from other major jurisdictions, including the European Union and the United States, and aligns its analytical framework with international competition law norms where the TCA and its subordinate legislation are silent or ambiguous. Parties preparing merger filings are therefore well advised to structure their market analysis in a manner consistent with international best practices, including the use of standard tools such as the Herfindahl-Hirschman Index (HHI) for measuring market concentration. On market share calculation methodology, market share is ordinarily assessed by reference to sales volume or sales value within the relevant market, but may also be calculated by reference to production volume or production capacity where appropriate for the relevant industry. The geographic scope of the relevant market is normally the domestic (Thai) market, but the TCC may assess a narrower geographic scope for products with localised characteristics (such as perishable goods or bulk commodities with high logistics costs) or a broader geographic scope for products that move freely across borders. Parties should provide both a domestic market analysis and, where relevant, a regional or global market analysis in their filing submissions.

7. Remedies and ancillary restraints

7.1 Power to prohibit the transaction

If a business operator fails to comply with the TCA, including relevant subordinate legislation or TCC orders, the TCC has the authority to suspend, terminate, rectify, or vary the merger, in addition to imposing administrative fines. Furthermore, when approving a merger, the TCC may impose a time limit or any other conditions for compliance.

7.2 Possibility to remedy competition issues

It is possible to address competition issues, for example, through divestment undertakings or behavioural remedies, and the TCC may specify the time period or any condition for compliance when granting merger approval.

In the case of the acquisition of Tesco Lotus, a British hypermarket chain in Thailand, by Charoen Pokphand Group (“CP”) in 2020, for instance, the TCC granted merger approval with certain terms and conditions to CP, as the majority of commissioners determined that the transaction may have some market effects, but did not result in CP becoming a monopoly. The TCC consequently imposed the following terms and conditions on the acquirers—CP Retail Development Co., Ltd., Tesco Stores (Thailand) Ltd., and their respective parent companies, CP All Public Company Limited and Ek-Chai Distribution System Co., Ltd.

(a) The parties to the transaction are prohibited from: (i) acquiring other modern trade retail businesses in a similar sector for a period of three years (excluding those in e-commerce) and (ii) sharing or exchanging marketing-related information with product distributors, manufacturers, or suppliers of raw materials, whether among the parties themselves or with business operators that are considered to have the status of a Single Economic Entity. Such information shall be classified as a trade secret;

(b) The parties to the acquisition must publish and uphold a business code of conduct and comply with the applicable TCA’s regulations;

(c) Ek-Chai Distribution System Co., Ltd. must comply with the terms of its existing contracts or agreements with product distributors or manufacturers for a period of two years, unless any changes are favourable or beneficial to such counterparties and have been agreed to by them; and

(d) The parent companies must: (i) increase the sales of SME products, including agricultural products, community products, and One Tambon One Product (OTOP) in 7-Eleven and Tesco Lotus stores by at least 10% over a period of five years; (ii) provide credit terms of 30 days for agricultural products, community products, and OTOP, and 45 days for other goods, for a period of three years; and (iii) submit a quarterly report on their business operations to the TCC for a period of three years.

Subsequently, the TCCT published a report on the inspection and monitoring results for the year 2024 in respect of the above transaction, confirming that the conditions imposed had been satisfied and that the relevant prohibitions or specified periods had expired, except for condition (d)(i), which will expire on 17 December 2025 and had not yet expired as of the date of the report. As of the date of this publication, the TCCT has not published a report on the inspection and monitoring results for the year 2025.

8. Involvement of Other Parties or Authorities

8.1 Customers and competitors

When considering a pre-merger filing, the TCC has the authority to invite any person to provide facts, explanations, advice, or opinions. As a result, customers and competitors may be asked to provide information as needed.

Furthermore, any person who suffers damage as a result of a violation of the TCA may seek restitution from the offender. As a result, any person (including customers and competitors) who suffers damage as a result of such a violation has the right to file a complaint.

The TCA expressly authorises the Consumer Protection Board or an organisation or foundation recognised by the Consumer Protection Board to initiate compensation actions on behalf of consumers or members of such organisation or foundation, as the case may be. Such actions must be filed with the appropriate court within one year of the date the injured party first became aware, or should have become aware, of the violation.

8.2 Protection of commercial information

The TCA does not require the merger control process to be made public.

Section 76 of the TCA states that ‘any person who discloses restricted or confidential information concerning the business or operation of a business operator where such information was acquired or known may be subject to imprisonment of up to one year, or a fine of up to THB 100,000, or both. However, this restriction does not apply where disclosure is made in the course of performing government duties or for the purpose of an investigation or trial.

Furthermore, if the disclosed information is considered a trade secret under the Trade Secrets Act B.E. 2544 (A.D. 2001) (as amended), the offender may face a penalty under the Trade Secrets Act, as well as compensation for the injured party’s misconduct and injury.

8.3 Cooperation with antitrust authorities in other jurisdictions

Thailand has signed economic partnership agreements with several countries, and these agreements call for cooperation on antitrust issues. Thailand is also a member of the International Competition Network (ICN), which is concerned with mergers and other competition issues. However, the ICN does not facilitate cooperation in enforcement; rather, it establishes best practices for competition law enforcement. At the regional level, Thailand participates in the ASEAN Experts Group on Competition (AEGC), which promotes coordination among ASEAN competition authorities and the harmonisation of competition law frameworks across member states. In practice, the TCCT may liaise informally with counterpart authorities in other ASEAN jurisdictions, including the Malaysia Competition Commission (MyCC), the Competition and Consumer Commission of Singapore (CCCS), and the Indonesian Business Competition Supervisory Commission (KPPU), in relation to mergers with multi-jurisdictional footprints in the region. Parties to cross-border ASEAN transactions should be mindful that parallel merger control filings may be required in multiple ASEAN jurisdictions simultaneously, and should coordinate their filing strategies and disclosure positions accordingly.

9. Judicial Review

9.1 The opportunities for appeal or judicial review

In relation to the merger control provisions, business operators may appeal two types of orders issued by the TCC:

(a) orders to suspend, cease, rectify, or vary a merger that has not received approval under Section 60 of the TCA; and

(b) orders to grant (with conditions) or deny approval of a merger under Section 52 of the TCA.

A business operator may file a case with the Administrative Court if it disagrees with a decision or order of the TCC. Any appeal of the Administrative Court decision may be submitted to the Supreme Administrative Court, whose decision is final.

9.2 Time frame for appeal or judicial review

The business operator must file an appeal to the Administrative Court of the First Instance within 60 days following receipt of the TCC’s decision. Any further appeal from the Central Administrative Court to the Supreme Administrative Court must be filed within 30 calendar days of receipt of the Central Administrative Court’s decision. The Supreme Administrative Court’s decision is final, and no further appeal lies. Based on publicly available information, the TCC’s merger control decisions have been appealed on at least one occasion: consumer advocacy groups sought revocation of the pre-merger approval granted in the hypermarket acquisition (2020), and on 8 September 2023 the Central Administrative Court ruled the transaction was lawful and dismissed the case.

10. Enforcement Practice and Future Developments

10.1 Recent enforcement

The TCC has recently formed its internal inspection section in order to investigate and scrutinise any merger transaction that falls within the scope of the TCA. If a business operator engages in a merger transaction subject to the pre-merger filing or post-merger notification requirements under the TCA, but fails to comply, the TCC shall impose fines at the rate established by the TCA. In addition, if a business operator fails to provide post-merger notification, the TCC may order the suspension, cessation, or modification of the merger transaction.

According to our knowledge, at least eight companies (and their directors) have been fined by the TCC for failing to provide the required post-merger notification. There have been no instances of the TCC imposing a charge for failing to obtain pre-merger approval.

To provide broader context on enforcement activity, publicly disclosed records indicate that the TCC has approved a total of 15 pre-merger applications since the merger control regime took effect in December 2018. Of those fifteen approvals, several were granted subject to conditions such as a share acquisition of a hypermarket operator (2020), a share acquisition of a logistics operator (2021), and a share acquisition of a petroleum operator (2023). No pre-merger application has to date been formally rejected by the TCC. In 2024 alone, a total of 21 merger filings were submitted to the TCC, comprising 17 post-merger notifications (with a combined transaction value of approximately THB 373 billion) and four pre-merger approval applications (with a combined transaction value of approximately THB 225 billion). As of the date of this publication, the TCC retains broad investigatory discretion, and there is no statute of limitations restricting its ability to investigate any transaction, including those that have already closed. The TCC may therefore revisit and scrutinise a completed transaction at any time. Whilst there are no public records indicating that the TCC has exercised this power to “call in” a transaction that clearly fell outside the filing thresholds, this residual risk should be factored into post‑closing compliance planning.

10.2 Proposals to change the legislation

In November 2022, the TCCT conducted an internal consultation with Chulalongkorn University as a researcher to explore any potential issuance of guidelines regarding the merger control clearance process and amendment to the subordinate regulations of merger control with an aim to open for public hearing in the near future. In light of recent developments, Chulalongkorn University proposed to the TCCT for the amendment/guideline as follows:

(a) The formation of a new JVCo may fall within the scope of the TCA as it should also be controlled and supervised on structural and behavioural aspects by the TCCT and the JVCo may be required to file a post-JVCo establishment notification with the TCCT if the relevant thresholds are met (whereby such thresholds are not yet verified);

(b) The enforcement of guidelines for consideration of relationships between business operators in matters other than shareholding ratio in terms of ‘Relationship in Policy’ (e.g., to consider the veto right of the relevant party and the consolidated accounts);

(c) The consideration of post-merger notification thresholds based on the sales turnover of any one business operator, or of all relevant business operators undertaking a merger in any market, should be increased from THB 1 billion or more to THB ‘1.2 billion’; and

(d) The implementation of a formal pre-consultation process prior to a pre-merger application or a post-merger notification submission.

10.3 Potential future legislative amendments

Over the past year, several draft amendments to TCA have been prepared and published by both political parties and the TCCT, with the aim of revising the existing TCA.

In this regard, four draft bills proposed by political parties were consolidated for consideration into a single draft amendment to the TCA (the “Draft”), which has already completed committee-level review at the first reading stage in the House of Representatives. The Draft proposes a number of substantive amendments to the existing TCA, including revisions to the definitions of ‘Business’ and ‘Business Operator,’ changes to the qualifications and selection process of TCC, the empowerment of the TCC to issue notifications prescribing transactions that constitute a merger, and the removal of the post‑merger notification requirement by requiring that all forms of mergers that substantially reduce or restrict competition obtain prior approval.

However, the dissolution of Parliament in late 2025 for the formation of a new government may impact the timing and progression of the Draft through subsequent legislative stages. Business operators are therefore advised to closely monitor developments in relation to the proposed amendments to the TCA, as these changes may have a significant impact on merger control requirements and transaction planning in Thailand. Following the dissolution of Parliament on 12 December 2025, the Draft Amendment formally lapsed. In order to revive consideration of the Draft Amendment, the new Cabinet will be required to make a formal request to either the House of Representatives or the Senate to resume discussions within 60 days of the commencement of the first parliamentary session following the general election. Parties to transactions that may be affected by the proposed shift to a universal pre-merger approval regime should incorporate this legislative uncertainty into their transaction planning and include appropriate regulatory condition precedents and extended long-stop dates in their transaction documents as a precautionary measure. In particular, practitioners advising on transactions that currently only trigger the post-merger notification requirement should consider whether the Draft’s proposed removal of that regime, in favour of a universal pre-merger approval requirement for all mergers that substantially reduce or restrict competition, could affect transaction timetabling and deal certainty if the amendment is enacted during the course of a live transaction. Parties to such transactions may wish to consider including appropriate regulatory condition precedents and long-stop date provisions in their transaction documents to manage this risk.

10.4 Digital Economy and Emerging Regulatory Developments

A significant emerging development is the proposed Digital Platform Economy Act (“DPEA”), which is currently under legislative consideration alongside the TCA amendments. The DPEA introduces ex-ante obligations for digital platforms and gatekeepers operating in Thailand, and designates the TCCT and Electronic Transactions Development Agency as the regulatory body responsible for oversight. For merger control purposes, the DPEA proposes specific rules governing mergers between digital platform operators and acquisitions of platform businesses by gatekeeper entities, with a focus on preventing the elimination of nascent competitive threats (so-called “killer acquisitions”) and the entrenchment of dominant digital ecosystems.

The DPEA raises important questions about regulatory coordination, given that certain transactions in the digital sector may simultaneously trigger merger filing obligations under the TCA and ex-ante obligations under the DPEA. Market definition under the DPEA may also differ from the TCA’s approach, as digital platform markets often feature multi-sided characteristics, zero-cost services, and network effects that sit uncomfortably within traditional market share and revenue-based thresholds. Parties involved in mergers, acquisitions, or joint ventures in the technology, e-commerce, digital media, fintech, or platform economy sectors should monitor the DPEA’s legislative progress closely and seek specialist advice on its interaction with TCA merger control obligations.

________________________________________________________________________

For more information, please contact Panuwat Chalongkuamdee at panuwat@srpplaw.com.

Author: Panuwat Chalongkuamdee (Founding Partner), Nadthanij Sutthent (Senior Associate), and Thitiphan Pokasappaiboon (Associate).

You may view Panuwat's profile here.

You may view Nadthanij's profile here.

You may view Thitiphan's profile here.

#SRPP #lawfirm #legal