Indemnification clauses are common contractual provisions in many jurisdictions including Thailand, but enforcing them can be challenging in the eyes of Thai law. In general, to “indemnify” means to hold another party free of responsibility for a potential risk or loss. When one party (i.e., the “indemnitor”) indemnifies another party (i.e., the “indemnitee”), the indemnitor is obligated to pay or compensate the indemnitee for any liabilities or losses (within the scope agreed in the contract). In this way, an indemnification clause can be a useful provision to shift responsibility for potential risks from one party to another. In some jurisdictions, “indemnity” includes the recovery of attorneys’ fees incurred by the indemnitee. It may even carry with it the duty to defend or fund the defense of any claim brought against the indemnitee. If that is the case, even though the contract does not say so, the indemnitor would have to hire an attorney and pay the legal fees for the indemnitee. In contracts that contain an indemnification clause, the indemnity would typically include the duty to defend. Let’s use a case example to elaborate this point. In this hypothetical case, a supplier of machinery agrees to indemnify and defend a retailer against claims from the retailer’s customer in the event that a purchased machine becomes defective. As a result, besides being responsible for the damages that the retailer may suffer based on contract law or negligence, the supplier must also pay for the lawyers to defend the retailer if the customer decides to sue. In Thailand, this kind of indemnification clause may not be enforceable. Unlike contract rules in many jurisdictions, Thai contract law is silent on “contractual indemnity.” It is commonly understood in Thailand (and confirmed by Supreme Court decision 7943/2542) that “indemnity” means “compensation” under section 222

On June 21, 2022, Thailand’s cabinet updated and approved in principle a five-year personal income tax exemption for foreign filmmaking companies and actors working on motion pictures in Thailand. The tax measure, which is intended to promote the use of Thailand as a filming location, is similar to a 2012 law that authorized a temporary personal income tax exemption for nonresidents shooting movies for foreign filmmaking companies. Normally, nonresident artists are subject to tax on income from filmmaking in Thailand. These artists have to declare their income and submit personal tax returns to the local tax authorities for both midyear and annual tax submission deadlines. Depending on the amount of income (including remuneration, per diem, travel expense allowance, etc.), personal income tax rates can be up to 35%. With the exemption, however, nonresident actors will in effect be able to bypass these taxation requirements. This incentive will not grant a tax exemption to foreign directors, producers, film crews, or other filmmaking staff. However, based on current Thai Revenue Department guidelines, a filmmaking company will have no tax liability in Thailand if no income is earned during the filmmaking itself. The incentive scheme is expected to pass into law soon after the cabinet’s approval. While this incentive provides strong incentives for foreign companies to film in Thailand, a number of other considerations will remain—for instance, customs duty liability on equipment temporarily brought into Thailand, personal income tax implications, and film crew members’ compliance with legal and regulatory requirements. For more information on the exemption for foreign filmmaking companies and actors, or on any aspect of risk mitigation and legal compliance relating to filming operations in Thailand, please contact Auaychai Sukawong at [email protected] or +66 2056 5537.

A recent notification (No. 20/2022) from Myanmar’s Ministry of Planning and Finance requires all companies and organizations in Myanmar, including nonprofits, to apply for a taxpayer identification number (TIN) by June 30, 2022, or within 90 days of establishment. TINs were stipulated in the Tax Administration Law 2019, but up until this notification there had been no clear mandatory implementation. The notification, which took effect on April 1, 2022, signals the government’s intention to improve tax management tasks in the country, offer more efficient tax services, and streamline taxpayer registration procedures in Myanmar. The section of the Tax Administration Law about TINs states that the Internal Revenue Department is responsible for determining and issuing each TIN. In accordance with this, the notification requires that any entity that was formed and registered (i.e., at the Directorate of Investment and Company Administration, or—for nonprofits—at any government department or organization) before April 1, 2022, must apply for a TIN by June 30, 2022. Those established or registered on or after April 1, 2022, are to apply for a TIN within 90 days of registration. After registering for a TIN, taxpayers must use the number for all tax-related purposes—including income tax, commercial tax, and special excise tax—as well as for liaising with the Internal Revenue Department (e.g., to submit tax returns), making payments, importing goods, applying for exporter and importer licenses, and conducting business transactions (e.g., tenders). For more details on these TIN requirements or any aspect of taxation regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].