On October 25, 2024, the State Bank of Vietnam (SBV) issued Circular No. 49/2024/TT-NHNN (“Circular 49”) amending and supplementing certain provisions of Circular No. 11/2022/TT-NHNN dated September 30, 2022, on bank guarantees (“Circular 11”). However, shortly thereafter, the SBV replaced both Circular 11 and Circular 49 with Circular No. 61/2024/TT-NHNN (“Circular 61”) dated December 31, 2024, which incorporates most of the updates from Circular 49 while introducing further amendments to bank guarantee regulations to align with the 2024 Law on Credit Institutions and 2023 Law on Real Estate Business. Circular 61 has an effective date of April 1, 2025. Below, we highlight some new regulations on bank guarantees under Circular 61, including those that were adopted from Circular 49. Updated Definitions Circular 61 broadens the definition of “customer” in bank guarantee relationships, introducing the possibility of a fourth party. Traditionally, a customer would request a credit institution to guarantee its obligations. Under the revised framework, a customer may also request the credit institution to issue a guarantee for another party, such as a parent company requesting a guarantee for its subsidiary. This change establishes a broader scope of parties involved in a bank guarantee relationship, which now includes the customer, the guarantor, the guaranteed party, and the beneficiary. Circular 61 also updates the definitions of “bank guarantee”, “cross-guarantee”, and “guaranteed party” to align with the term “bank guarantee” as defined in the 2024 Law on Credit Institutions. This includes requirements on mandatory debt acknowledgement. Bank Guarantees for Sale of Off-Plan Housing Circular 61, in alignment with Circular 49, the Law on Credit Institutions, and the Law on Real Estate Business, allows foreign bank branches and commercial banks (the “Guarantor”) to guarantee off-plan housing with a detailed procedure. The guarantee agreement between the Guarantor and the real estate project investor

Anticorruption specialists at Tilleke & Gibbins in Bangkok have provided the Thailand chapter in the newly issued Anti-Bribery & Corruption 2025, a comprehensive guide from Lexology Panoramic to antibribery and anticorruption laws in various jurisdictions around the world. The Thailand chapter covers the following topics: Relevant international and domestic law: International anticorruption conventions, foreign and domestic bribery laws, successor liability, civil and criminal enforcement, out-of-court disposal and leniency Foreign bribery: Legal framework, definition of foreign public officials, gifts, travel and entertainment, facilitating payments, payments through intermediaries, individual and corporate liability, private commercial bribery, defenses, agency enforcement, patterns in enforcement, prosecution of foreign companies, sanctions, recent decisions and investigations Financial record-keeping and reporting: Laws and regulations, disclosure of violations or irregularities, prosecution under financial record-keeping legislation, sanctions for accounting violations, tax-deductibility of domestic or foreign bribes Domestic bribery: Legal framework, scope of prohibitions, definition of domestic public officials, gifts, travel and entertainment, facilitating payments, public official participation in commercial activities, payments through intermediaries or third parties, individual and corporate liability, private commercial bribery, defenses, agency enforcement, patterns in enforcement, prosecution of foreign companies, sanctions, recent decisions and investigations Update and trends: Key developments of the past year The Thailand chapter highlights significant developments in anticorruption enforcement, including recent landmark cases involving multinational corporations and intensified operations against fraud centers along the Myanmar border. The chapter also details Thailand’s legal framework for combating both domestic and foreign bribery, including the Organic Act on Anti-Corruption B.E. 2561 (2017). The full Thailand chapter is available as a PDF through the button below. Readers can also gain 30 days of complementary access to the full Anti-Bribery & Corruption 2025 guide and the rest of Lexology Panoramic’s varied offerings through this link.

Vietnam’s Law on Securities of 2019 was one of several laws amended (“Amended Securities Law”) under the wide-ranging Law No. 56/2024/QH15 passed by the National Assembly on November 29, 2024. The amendments came into force on January 1, 2025, with certain provisions related to professional securities investors and the eligibility criteria for public companies becoming effective on January 1, 2026. Below are some of the key points of the Amended Securities Law. Changes to Professional Securities Investors Professional securities investors (PSIs) are investors who have adequate financial capacity or securities qualifications and can participate in private placements and private funds, among other investment activities. Under the Amended Securities Law, foreign investors, including individuals and organizations, are now automatically classified as PSIs, without having to meet any requirements regarding financial capacity. This loosening of requirements is expected to attract more foreign investment. However, from January 1, 2026, individual PSIs will only be able to purchase, trade, and transfer privately placed corporate bonds that: (i) have been given credit ratings and are secured by collateral, or (ii) have been given credit ratings and covered by payment guarantees from credit institutions. Meanwhile, institutional PSIs will not be bound by these restrictions relating to privately placed corporate bonds. Protecting Shareholders in Private Securities Issuance The Amended Securities Law introduces additional conditions for private issuance of shares, convertible bonds, and warrant-linked bonds by public companies, and revises the required contents in the issuance plans from “criteria and number of investors” to “number of shares, offering price, or principles for determining the offering price.” This change promotes shareholder supervision and protects minority shareholders from overly powerful boards of directors. Expanded Powers of SSC The Amended Securities Law grants the State Securities Commission (SSC) new powers to suspend and cancel private placements of securities and adds

Thailand is continuing on its path toward comprehensive legislation to address climate change. In November 2024, the country’s Ministry of Natural Resources and Environment (MNRE) launched a public hearing on a new draft Climate Change Act following revisions made after an earlier hearing on a previous draft of the act. The revised version strengthens Thailand’s climate policy framework by introducing the Carbon Border Adjustment Mechanism (CBAM), modeled after the EU’s system of the same name. The new draft also restructures the planned Emissions Trading Scheme (ETS) and enhances carbon-tax provisions. These initiatives aim to minimize carbon leakage, promote fair competition for domestic industries, and encourage lower greenhouse gas (GHG) emissions. As of March 2025, the Department of Climate Change and Environment, under the MNRE, is awaiting the Ministry of Finance’s input on the draft act’s establishment of the Climate Fund, a fund to support business innovation in responding to climate change. After incorporating this feedback, the department will submit the refined draft for cabinet approval, expected in 2025. The legislation will then undergo Council of State review, with implementation expected in 2026. Key Provisions The draft Climate Change Act contains a number of provisions that will affect businesses. Some of the most relevant are discussed below. Mandatory ETS The ETS is a mandatory mechanism designed to control GHG emissions by setting emissions caps for designated industries in alignment with national targets. Under this system, businesses receive emissions allowances allocated through free allocation or auctions. This scheme incentivizes emissions reductions by allowing businesses that emit less than their allocated allowances to sell their surplus allowances. The specific business sectors covered by the ETS have not yet been identified in the draft act, as details are expected to be in subordinate legislation. However, it is anticipated that the sectors will align

On January 1, 2025, the Department of Business Development (DBD) in Thailand’s Ministry of Commerce implemented new stringent corporate registration screening measures in collaboration with several other government agencies to prevent entities from opening corporate mule accounts to commit criminal activities in Thailand. The DBD’s Order of the Office of Central Company and Partnership Registration No. 3/2024 stipulates a new method for registering the establishment of partnerships and limited companies for people who have been involved in underlying crimes or who are owners of bank accounts that are being used for underlying crime, as per the notification of the Anti-Online Scam Operation Center (AOC) to the Anti-Money Laundering Office (AMLO) and the collated AMLO list of such persons. The order establishes the following key requirements: Managing partners and directors of partnerships and limited companies, respectively, whose names have been listed by the AMLO as a person who is involved in an underlying offense, or as the owner of a bank account being used for the underlying offense, must appear before the registrar in person. The concerned persons cited on the AMLO list must provide valid documentation of their identity to the DBD registrar (e.g., national identification card, government official identification card, government or state enterprise employee identification card, alien identification card, passport, document used in lieu of a travel document, or other similar documents with photo identification). This collaboration between the DBD and various relevant government agencies aims to eradicate the problem of fraudsters using mule accounts set up under legally established entities to deceive the public. It also seeks to enhance checks and screening of corporate mule accounts that are used to carry out criminal activities such as money laundering or cybercrime. These actions are part of the Thai government’s broader policy to suppress economic crimes. For more

On February 6, 2025, the prime minister of Vietnam, Pham Minh Chinh, chaired an online meeting to review the progress of Vietnam’s digital transformation agenda. The meeting assessed achievements under the National Digital Transformation Program and Project 06 on the development and application of population data, electronic identification, and authentication for national digital transformation for the period 2022-2025, with a vision to 2030, approved by the prime minister in 2022. The meeting also outlined key legislative and regulatory priorities for 2025, as set forth in Notice No. 56/TB-BPCP issued by the Government Office on February 23, 2025 (Notice 56). One of the central focuses of the 2025 digital transformation agenda is the development and issuance of laws and regulations governing digital technology, data management, and cybersecurity. Below are the key legal developments provided in Notice 56 that stakeholders should anticipate in the coming months. 1. Law on Digital Technology Industry The Ministry of Information and Communications (MIC) has been tasked with finalizing the draft Law on Digital Technology Industry (DTI Law) for submission to the National Assembly at its 9th session in May 2025. This law is expected to establish a comprehensive legal framework for the digital technology sector, addressing regulatory gaps in emerging fields such as artificial intelligence (AI), Internet of Things (IoT), cloud computing, big data and platform services to promote innovation, ensure data security, and support the growth of the digital economy in Vietnam. Concurrently, the MIC will expedite the issuance of guiding decrees to ensure the swift implementation of the DTI Law once enacted. 2. Law on Personal Data Protection and regulations guiding implementation of Data Law The Ministry of Public Security (MPS) is making efforts to finalize the long-anticipated Law on Personal Data Protection (PDPL)—data protection is currently governed by Decree No. 13/2023/ND-CP on

Importers of goods into Thailand can often reduce confusion and preempt customs disputes by proactively seeking an advance ruling on customs classification. This process, which has been possible since Customs Department Announcement No. 17/2561 in 2018, allows importers to request a ruling from Thailand’s Customs Department on the tariff classification of goods prior to importation. Obtaining an advance ruling significantly reduces risks and uncertainties in business operations. Benefits of Requesting an Advance Ruling Some of the benefits of requesting an advance ruling include: Certainty and clarity: Receiving an advance ruling helps importers know the correct tariff classification before importing, aiding in confident business planning and decision-making. Having clear information on tariff classification reduces the risk of fines or penalties due to incorrect classification. Reducing disputes: An advance ruling helps reduce disputes and delays in the customs clearance process, ensuring smooth operations. Importers will have clear evidence to confirm the correct tariff classification, reducing conflicts with customs officials. Cost management: Knowing the tariff classification in advance allows importers to accurately estimate import costs. Financial planning and cost management become more efficient, enabling businesses to better control expenses. Legal compliance: Requesting an advance ruling helps importers comply with customs laws, reducing the risk of fines or penalties. Proper legal compliance builds business credibility and reduces the risk of audits. Operational efficiency: The customs clearance process becomes faster and more efficient as customs officers can proceed based on the predetermined tariff classification. Reducing clearance time helps businesses bring goods to market more quickly. Requesting an Advance Ruling Obtaining advance rulings from the Customs Department is a simple and straightforward process that involves the following steps: Document preparation: Importers must prepare relevant documents such as purchase orders, sales contracts, price lists, or other documents indicating the goods to be imported. Complete and clear

The Bank of Thailand (BOT) has published the Draft Guidelines for Digital Fraud Management, which aim to help financial service providers tackle digital fraud and ensure safety and trust in the Thai financial system. These draft guidelines, which are available for public comment until March 18, 2025, provide a comprehensive framework for financial service providers, covering prevention, detection, management, and resolution of digital fraud, as well as support for customers affected by fraud. The BOT tentatively plans to implement these draft guidelines on April 1, 2025, along with circular letters on the minimum required measures for tackling “mule accounts” (deposit or e-money accounts used as tools to receive and transfer funds obtained through the commission of any offense) and measures to strengthen Thailand’s customer due diligence and enhanced due diligence procedures. Under the draft guidelines, “financial service providers” include financial institutions and special financial institutions under the Financial Institution Business Act and payment providers under the Payment Systems Act. Commercial banks, special financial institutions, and operators of transferable e-money services must adhere to every requirement in the draft guidelines. Other financial service providers (e.g., payment providers other than operators of transferable e-money services) can implement the draft guidelines as deemed appropriate to their services, products, and service channels. Digital Fraud Management Requirements The draft guidelines establish the following key requirements: Policy and oversight. Directors and senior executives of financial service providers must set and adopt appropriate “end-to-end” fraud management policies and KPIs to manage digital fraud, covering prevention, monitoring, detection, management, resolution, and support for affected customers. Fraud management processes. Financial service providers must establish a clear framework for managing digital fraud throughout the customer lifecycle, from customer onboarding to service termination, according to industry standards at a minimum and covering at least the following processes: Know your customer