Key Takeaways
- Company law: a Startup Promotion Act was approved in principle, and the Department of Business Development was directed to amend the Civil and Commercial Code so that limited companies may issue debentures, make public and employee share offers, convert preferred shares, and set off debt against shares. Not yet law.
- Aviation: the Cabinet approved the winning bidder and key terms for two third-operator concessions at Suvarnabhumi, cargo warehousing and apron and ground services, clearing Airports of Thailand to sign. Operative on signature.
- Healthcare: foreign-licensed specialist doctors may practise inside Eastern Economic Corridor promotion zones on stated conditions; acknowledged, confined to those zones, with an EEC visa and work permit still required.
- Financial services: the Cabinet moved to ratify the ninth ASEAN financial-services protocol; it binds foreign ownership of cross-border money transfer at 49 percent, below the 75 percent Thai law already permits, and so changes nothing domestically.
- Labour: a labour MOU with Sri Lanka was approved for signature, adding a legal source country for migrant workers once the instruments are signed.
1. A Startup Promotion Act and a rewrite of company law will widen how limited companies raise capital.
This is approved in principle only and is not yet law. The Cabinet approved in principle the draft Startup Business Promotion Act B.E. .... (55 sections), proposed by the Office of the Council of State, and referred it back to the Council of State for review. In the same resolution it directed the Department of Business Development (DBD) to prepare amendments to the Civil and Commercial Code so that any limited company, not only a startup, may issue debentures, offer shares to the public, allot newly issued shares to persons other than existing shareholders (including under an employee stock option plan), convert preferred shares into ordinary shares, and set off debt against the subscription price of shares. For a qualifying startup, defined as a limited company registered for not more than 10 years, with average revenue over the preceding three years of not more than 300 million baht, that has never paid a dividend and is not controlled by another company, self-declaring its status to the National Innovation Agency (NIA), the Act would additionally suspend for five years (up to 10 years for startups using deep technology in agriculture or in other fields the committee designates) the Code provisions that presently bar those steps and also share vesting and buy-backs. The framework is opt-in. It still requires Council of State review, enactment, and publication in the Royal Gazette, and the company-law amendment is at present only a direction to the DBD; a comparable set of Code amendment bills approved by Cabinet in B.E. 2560 (2017) was later withdrawn.
2. Two Suvarnabhumi concessions are cleared for signature.
This is an operative Cabinet approval; the concessions take effect on signature. The Cabinet approved the selection of the private operator and the key contract terms for the two third-operator projects of Airports of Thailand Public Company Limited (AOT) at Suvarnabhumi, under Section 42 of the Public-Private Partnership Act B.E. 2562 (2019): a cargo warehouse services project, and a project for apron and ground-support equipment, ground passenger services, and related activities. In both, the selected operator is AOT Ground Aviation Services Company Limited (AOTGA), an existing airport ground-services operator, on a PPP Net Cost basis. Both projects were first approved by Cabinet on 7 March B.E. 2566 (2023), and the selection committee under Section 36 of the same Act selected AOTGA on 5 August B.E. 2568 (2025). The approval authorises AOT to execute the joint-investment contracts, and each concession begins on execution.
3. Foreign specialist doctors may practise inside the EEC, on strict conditions.
The Cabinet acknowledged this draft and cleared it to proceed; it is confined to Eastern Economic Corridor (EEC) special promotion zones and is not a change to national medical-licensing law. The draft announcement of the EEC Policy Committee, made under Section 11(7) and Section 11, paragraph two, of the Eastern Special Development Zone Act B.E. 2561 (2018), permits a holder of a foreign medical licence to practise in EEC promotion zones where the doctor holds a licence from one of 17 listed countries for at least 10 years, has been a specialist for at least five years, and holds a current Certificate of Good Standing. The sponsoring hospital applies to the EEC Office and pays a service fee of 200,000 baht; the right to practise runs for up to one year, renewable on a 100,000 baht fee; the doctor may practise only for that hospital and must be covered by its liability insurance. The exemption is from the licensing route under the Medical Profession Act B.E. 2525 (1982) and applies within EEC zones only; the doctor still requires an EEC visa in the specialist category and an EEC work permit and must comply with labour law.
4. ASEAN's ninth financial-services protocol is proceeding to Parliament but changes nothing in Thailand.
The Cabinet approved submitting the protocol to Parliament for approval under Section 178, paragraph two, of the Constitution of the Kingdom of Thailand B.E. 2560 (2017); ratification is pending, and no change to Thai law follows from it. The ninth Protocol to Implement Financial Services Commitments under the ASEAN Framework Agreement on Services (AFAS) binds foreign shareholding in cross-border money-transfer business at up to 49 percent. Because Thai law already permits up to 75 percent, the commitment does not reduce Thailand's existing level of openness and requires no legislative amendment. Thailand signed the protocol on 20 December B.E. 2565 (2022); it is to bind 180 days after the last ASEAN member's signature, which the Cabinet summary gives as 6 October B.E. 2569 (2026). Its practical value runs outward, easing Thai financial-services firms that expand into other ASEAN markets.
5. A labour MOU with Sri Lanka was approved for signature.
The Cabinet approved the instruments for signature; they are treaties under Section 178 of the Constitution and are not yet signed or in force. The Memorandum of Understanding on labour cooperation, and its implementing Agreement, establish a government-to-government channel for the lawful employment of Sri Lankan workers in Thailand, with work permits, the appropriate visa, and the protections that attach to workers admitted through the MOU process, including the minimum wage, health insurance, and welfare under Thai labour law. The channel opens once the instruments are signed and the Ministry of Labour and the Department of Employment establish the operating procedure, adding Sri Lanka to the existing MOU source countries.
Also worth noting
The Cabinet acknowledged the enlargement and renaming of two EEC promotion zones developed by WHA Industrial Development, and approved, with effect from the resolution date, a reduction in the land allocated to the EEC Business Center and smart-city project at Bang Lamung, Chonburi, from about 14,619 to about 14,586 rai to create larger and more regular plots for technology investors. It further approved a joint statement for the 16th APEC Energy Ministers' Meeting, an energy-sector MOU with Oman, the joint statement of the 32nd IMT-GT ministerial meeting, cooperation with the Lao PDR on the Chiang Maen to Luang Prabang bridge, and a set of senior appointments.
Where we can help
Our Corporate and Banking and Finance teams advise on the Startup Promotion Act, the Civil and Commercial Code reforms, and the ASEAN financial-services commitments. Our Corporate and Litigation teams advise on the Suvarnabhumi concessions and on public-private partnership contracts under the PPP Act. Our Tax, Immigration, and Corporate teams advise on the EEC foreign-doctor regime and the Sri Lanka labour channel, including EEC visas, work permits, and workforce planning. To arrange a consultation, contact [email protected].
Disclaimer: This publication is intended for general informational purposes only and does not constitute legal advice. The information contained herein should not be relied upon as a substitute for specific legal counsel. For advice tailored to your circumstances, please contact Dej-Udom & Associates directly.