What should an Agreement to Sell and Purchase Land and Factory include under Thai law?

1. Agreement Documents and Definitions
2. Sale of the Assets
3. Price and Payment
4. Conditions
5. Before Completion
6. Completion
7. Risk and Insurance
8. Employees
9. Taxes and Costs
10. Seller's Warranties
11. Buyer's Warranties
12. Liability
13. Default and Termination
14. Confidentiality and Announcements
15. Notices
16. Governing Law and Disputes
17. General

• Day of signing: the Buyer pays the Deposit and the Seller issues a receipt within 3 Business Days (Clauses 3.3 and 3.5).
• Within 30 days: the Buyer files every Approval application (Clause 4.2). Ask each authority early which documents it needs from the Seller, such as building permits, the current factory licence and environmental reports.
• By …: the Buyer's environmental consultant finishes its soil and groundwater report. If it finds contamination above the legal standards, the Buyer must give notice by that date (Clause 4.4). Book the consultant as soon as you sign.
• …: the second instalment is due (Clause 3.3(b)).
• At least 30 days before completion: the Buyer names the staff it wants and both companies ask each of them for written consent (Clause 8).
• Completion Date (…): registration at the Land Office and handover at the factory happen on the same day (Clause 6).
• Long-Stop Date (…): if completion still cannot happen and neither side is at fault, either side may cancel and all payments are refunded (Clause 13.5).

• Land and buildings: a sale of land and buildings is void unless it is made in writing and registered at the Land Office (Civil and Commercial Code section 456, first paragraph). This Agreement is enforceable as an agreement to sell because it is in writing and backed by a deposit, but ownership passes only on registration (Clause 2.3).
• Machinery and equipment: ownership passes on completion once the full price is paid (Clause 2.3). Keep the signed delivery note as proof of handover.
• Registered machinery: file the transfer with the machinery registrar within 15 days after completion (Clause 2.4). If the machinery is mortgaged, the mortgage must be released first; ask the Seller's bank how it will deliver the release documents.
• Licences: a factory operation licence, BOI promotion or industrial estate permission belongs to the company that holds it and does not pass with the assets automatically. The Buyer must obtain its own, or have the existing licence transferred where the law allows. That is why they are Approvals in Clause 4.
• Land ownership by a foreign-owned company: a company treated as foreign under the Land Code can own land only with permission under a special law, such as investment promotion or industrial estate law, and only for the approved purpose. The permission must be granted before the Land Office will register the transfer.
• Bring certified Thai translations of foreign documents, such as a foreign parent's resolution, to the Land Office and other authorities.

• No stamp duty is payable on this Agreement. An agreement to sell land, buildings and machinery is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code.
• Stamp duty on the receipt for the land and buildings (0.5%, Instrument 28(b)) is collected at the Land Office on completion, unless the Seller pays specific business tax on the transfer instead.
• A power of attorney used at the Land Office carries its own stamp duty (Instrument 7).

• VAT applies to the machinery and other movable assets. This Agreement treats their price as excluding VAT, so the Buyer pays VAT on topincluding VATnot subject to VAT because the Seller is not VAT-registered (Clause 3.2). The Seller issues the tax invoice for them at completion.
• Land and buildings do not bear VAT. A company Seller is normally subject to specific business tax of 3.3% and to 1% withholding tax, each calculated on the price or the official appraised value, whichever is higher, collected at the Land Office. This Agreement puts those on the Sellerthe Buyerboth sides, half each (Clause 9.2). Have both companies' accountants confirm the figures before completion.
• The transfer fee is 2% of the official appraised value of the land and buildings and is paid by both sides, half eachthe Buyerthe Seller (Clause 9.1). Based on the appraised value you entered, the transfer fee is about (calculated by the system from the figures entered). This is an estimate only; the Land Office calculates the actual amount.
• Keep the price split in Clause 3.1 realistic and use the same figures everywhere. The Land Office and the Revenue Department may reassess a split that looks artificial, for example a very low price for the buildings.

• Under the Labour Protection Act (section 13), an employee moves to a new employer only with the employee's consent, and keeps all existing rights, including length of service for severance. Get each consent in writing, signed by the employee, before completion (Clause 8).
• The Seller pays wages and other amounts up to completion and remains responsible for employees who do not move.- No employee moves to the Buyer under this Agreement. The Seller must settle with all its employees, including any severance, before completion (Clause 8). If the Buyer wants to hire some of them afterwards, it makes its own offers.

• Walk the factory with the Schedule 2 list and check each machine's serial number.
• Get a copy of every building permit and the approved drawings, and check that the buildings match them.
• Search for mortgages and other rights over the land at the Land Office, and ask the Seller for evidence that no machinery is on hire purchase or leasing.
• Check the city plan zone for the land and the flood history of the area. The Seller's statements on zoning, flooding and contamination are only to the best of its knowledge (Clause 10.1(l) to (n)).

• Each company signs through the director or directors named in its latest company affidavit, and affixes its seal if the affidavit requires one. Attach copies of the affidavits, the signatories' ID cards or passports, and the board resolutions.
• Electronic signatures and signed PDF copies are valid for this Agreement (Clause 17.6), but Land Office and other official forms must be signed as those offices require.

• The signed Agreement with all three Schedules, receipts, bank slips and tax invoices.
• The Approvals, the environmental report, the signed delivery note and photos of the assets at completion.
• Emails used as notices, with their headers.

• A Thai court works in Thai. A Party relying on this Agreement or on English documents must file a certified Thai translation. An arbitral award to be enforced through a Thai court also needs one.
• Warranty claims must be notified within … months after completion (Clause 12.2). Put the claim in writing with enough detail for the Seller to understand it.

Compiled from the notes that accompany the English contract templates on this site, published by Phuwara Krobtaku (ภูวรา ครอบตะคุ), Thai attorney-at-law, licence no. 477/2558. The short answer and summary at the top of this page are put together by the site from the template's clause headings and notes. Statutes are quoted only in the official Thai text: Thai is the only official language of Thai legislation, and an unofficial translation can mislead. Article registry OKC-EA84F8. If you reuse this content, please credit the author and link to the original.