Ray Law

The venture capital problem many startups in Thailand discover too late.

A venture capital deal in Thailand looked perfect - until the next investor arrived

A startup raises its first investment.

The founder is happy.

The investor gets equity.

Everyone signs the documents.

On paper, everything looks clean.

But a year later a new investor wants to join the next funding round.

And suddenly the problems appear.

The shareholder agreement doesn’t work for the new round.

Foreign ownership rules complicate the structure.

Control rights are unclear.

And investors start asking questions the founders never expected.

This happens more often than people think.

In Thailand, venture capital deals are not only about valuation or dilution.

They are about how the investment is legally structured from the beginning.

Because once the company grows, that structure gets tested.

Usually during:

- the next funding round

- disagreements between founders and investors

- governance decisions

- or exit negotiations

⚖️ Practical perspective:

Many early-stage deals look simple.

But experienced investors usually ask a different question:

“Will this structure still work when the next investor arrives?”

The answer often determines whether a startup scales smoothly - or runs into legal friction later.

📩 Ray Law advises founders and investors on venture capital structuring, shareholder agreements, and cross-border investment in Thailand.

Thailand’s Latest Compliance Move Is Bigger Than It Looks.

Thailand has introduced new reporting requirements for gold traders with annual transaction volumes exceeding THB 10 billion, obliging them to register and retain transaction records for at least three years.

Although the measure formally targets the gold trading sector, its significance goes well beyond a single industry. High-value and liquid assets have long been an area of focus for regulators due to their exposure to cross-border payments, tax reporting risks, and AML considerations.

More importantly, this move reflects a broader regulatory direction in Thailand:
greater emphasis on transaction transparency, traceability, and structured compliance — even in sectors that historically operated with limited oversight.

Similar compliance principles are increasingly being applied across industries involving substantial capital flows, including investment, commodities, and financial services.

Expert perspective:
Regulatory changes of this nature are rarely isolated. In practice, they often signal the beginning of deeper compliance expectations. Businesses that align their documentation, payment structures, and internal controls early are typically far better positioned than those forced to react later under regulatory pressure.

90% of real estate problems in Thailand start after the purchase. Here’s why.

In Real Estate Investment, the Legal Check Is Not a Formality — It’s the Core of the Deal

When buying or investing in property, many focus on price, location, and developer reputation.
In practice, the most critical part of the transaction is often the legal due diligence.

Not because documents are missing — but because certain risks are simply not visible at the sales stage.

In real estate projects, issues that frequently surface after the purchase include:

• land titles that are technically valid, but subject to hidden encumbrances or restrictions;

• zoning or usage limitations that affect future resale or commercial use;

• discrepancies between what is marketed and what is legally approved;

• foreign ownership quotas that appear available at reservation stage but are exhausted at transfer;

• payment structures that create tax or compliance exposure later;

• developer obligations that are vaguely drafted and difficult to enforce.

These points are rarely highlighted during sales discussions — not necessarily due to bad faith, but because they sit outside the marketing narrative.

The legal process of buying property may look similar across projects.
The risk profile does not.

This is why, in real estate investment, legal review is not an add-on to the deal.
It is what defines whether the asset remains workable over time.