Thailand’s economy in recent years has felt the impact of a seemingly endless list of challenges, such as the COVID-19 pandemic, global economic recession, repercussions from wars and armed conflicts, slumping exports, and recurring internal political turmoil. Many Thai companies simply went bankrupt during this time, but many others have gone through the process of business rehabilitation as laid out in Thailand’s Bankruptcy Act. This article outlines Thailand’s business rehabilitation procedures and explains how creditors can collect debts from companies involved in rehabilitation. Business rehabilitation in Thailand Under the Bankruptcy Act, a creditor, debtor, or government agency under certain circumstances can file a business rehabilitation petition when all of the following conditions are met: The debtor is insolvent or unable to pay the debt due for payment (cash-flow insolvency). The debtor is a juristic person indebted to one or more creditors for a total of at least 10 million baht. The debt can be determined in a definite amount, irrespective of whether it is due for payment immediately or in the future. There is a reasonable prospect of the debtor’s business being rehabilitated. “Insolvency” means a debtor has more debts than assets. However, the Bankruptcy Act also gives some criteria for being able to assume that a debtor is insolvent. Examples include debtors declaring to the court that they are unable to pay their debts, or debtors defaulting on debt payments after receiving at least two demand letters from a creditor (with at least 30 days between the letters). Once the court receives a business rehabilitation petition, the debtor will be protected under an “automatic stay.” This means that any creditor cannot sue or force the debtor to pay a debt, and the debtor is not allowed to pay any debt unless it falls into one of the exceptions

Thailand’s Ministry of Industry (MOI) has issued a notification adopting the polluter-pays principle for generators of industrial waste in factories. The Notification of the Ministry of Industry on Management of Waste or Unused Materials B.E. 2566 (2023), enacted under the Factory Act B.E. 2535 (1992), marks a pivotal shift in the responsibilities and liabilities of factory operators as waste generators, which under the new notification no longer end when the waste is collected by a third-party waste processor. The notification, which was first issued in May 31, 2023, took effect on November 1, 2023, after the expiration of a grace period set by the MOI. The new MOI notification extends waste generators’ responsibilities and liabilities for management and disposal of waste from the time the waste is generated until it is properly and completely disposed of. These responsibilities include delivering the waste to the waste processor and overseeing the waste disposal processing, as well as undertaking proper measures in the event of failure by the waste processor, accident, or loss of the waste. Similar to the rules under the previous MOI notification on factory waste, the transport of waste outside the factory premises for disposal still requires permission from the Department of Industrial Works (DIW). However, the permission under the new MOI notification can now be applied for either electronically via its customer registration system (“i-Industry system”) or in person at the DIW. The MOI’s adoption of the polluter-pays principle for industrial waste heralds a significant shift in waste management liability and the costs of pollution prevention to the waste generators, who now need to ensure compliance with the rigorous criteria and compliance procedures outlined in the new MOI notification. For more details on the new rules, or on any aspect of Thailand’s waste management or environmental regulations for

On October 3, 2023, Thailand’s Board of Investment (BOI) issued a new regulation clarifying the eligibility criteria for investment promotion under the BOI category “5.10 Development of software, platforms for digital services, or digital content.” To be eligible for BOI promotion under the digital activity category, projects must meet criteria related to local development, minimum investment amount, machinery and equipment, and development processes. These criteria for category 5.10 activities, along with the latest clarifications from the BOI, are detailed in the table below. Tax Incentives The BOI also clarified the method for calculating corporate income tax (CIT) exemptions. The CIT cap amount is calculated on an annual basis from the prescribed expenses incurred after applying for BOI promotion and occurring during the year for which the CIT exemption is claimed. The allowances include 100% of expenses for salaries for newly hired Thai IT personnel, technology-related training, and obtaining quality standards (such as ISO 29110). The revenue of projects that qualify for CIT exemption must be from sales or services directly related to software, platforms for digital services, or digital content developed as promoted by the BOI, including licensing fees, subscription fees, pay-per-use expenses, in-app purchase fees, usage fees, revenue sharing, advertising fees, and so on. For more details on BOI promotion for digital activities, or on any aspect of investment promotion in Thailand, please contact Athistha (Nop) Chitranukroh at [email protected] or +66 2056 5600, Napassorn Lertussavavivat at [email protected] or +66 2056 5662, or Thammapas Chanpanich at [email protected] or +66 2056 5561.

Vietnam’s new Law on Protection of Consumer Rights No. 19/2023/QH15 (CPL 2023) was promulgated by the National Assembly on June 20, 2023, and will replace the existing Law on Protection of Consumer Rights No. 59/2010/QH12 (CPL 2010) when it enters into effect on July 1, 2024. The main points of interest of the CPL 2023 are summarized below. 1. Definition of Consumer Under the CPL 2023, a consumer is defined to be “a person who purchases and/or uses products, goods and services with the aim of consumption for daily needs of individuals, families, or organizations, and not for commercial purposes” (Article 3.1). Compared to the CPL 2010, this definition introduces the phrase “and not for commercial purposes” to emphasize the exclusive focus on the consumption of goods and services. However, the CPL 2023 retains the use of the term “person” for defining a consumer, leading to uncertainty regarding whether an organization or a family can qualify as a consumer. Similarly, the CPL 2023, as in the CPL 2010, maintains an ambiguous comma between “purchase” and “use,” so it remains somewhat ambiguous whether purchase (without use) or use (without purchase) of goods/services is sufficient to qualify as a consumer under the law. 2. Vulnerable Consumers The CPL 2023 introduces a new concept known as the “vulnerable consumer.” This term pertains to a consumer who, at the time of purchase or use of products/services, is potentially subject to various adverse situations in terms of information access, health, property, or dispute settlement. This category encompasses individuals such as the elderly and disabled, children, ethnic minorities, people of remote or economically difficult regions, pregnant women and breastfeeding mothers of infants under 36 months, individuals with severe illnesses, and members of poor households (Article 8.1). The rights and privileges of vulnerable consumers must be