The franchise and licensing model continues to grow as one of the most dynamic commercial strategies in Thailand, attracting both domestic enterprises and foreign investors seeking scalable expansion. Despite global economic volatility, Thailand maintains a strong consumer market, a mature retail ecosystem, and increasing digital adoption. As a result, franchise systems—particularly in food and beverages, retail services, hospitality, beauty and technology solutions—have remained resilient and commercially appealing. Nevertheless, the absence of a dedicated Franchise Law, combined with fragmented regulatory oversight, requires investors to navigate the legal landscape with strategic care. The following responses outline the current legal environment, essential guidance for market entrants, foreseeable risks and opportunities, and how our professional practice supports client needs in this evolving context.

1. What is the current legal landscape for Franchise & Licensing in Thailand?

Thailand’s franchise and licensing landscape remains largely governed by a combination of general commercial law and intellectual property laws, as no specific franchise statute has been enacted to date. Consequently, franchisors and licensees must comply with the Civil and Commercial Code, the Trademarks Act, the Copyright Act, the Trade Secrets Act, the Consumer Protection Act, and competition regulations. In the event of foreign ownership, the Foreign Business Act will apply for such business in order to acquire the Foreign Business License (“FBL”).

A key development in recent years has been the introduction of the Trade Competition Commission’s Guidelines on Unfair Trade Practices in Franchise Businesses, which provide a working definition of “franchise” and impose pre-contract disclosure and fairness obligations. These Guidelines prohibit conduct such as mandatory purchases of unrelated goods, discriminatory conditions, or arbitrary refusal to renew a franchise, and require franchisors to disclose essential commercial information—including fees, estimated costs, IP rights, training, and renewal or termination terms—before contract execution.

Although this fragmented framework presents compliance challenges, the market continues to expand due to strong consumer demand and the attractiveness of proven business models. Moreover, franchise systems in food and beverage, hospitality, beauty services, and digital solutions have witnessed sustained growth, largely because these business sectors align with Thailand’s digital transformation and evolving consumer behaviour. At the same time, investors must consider essential regulatory matters, including securing an appropriate corporate vehicle, obtaining required business licenses, and registering core intellectual property rights. As franchise success depends heavily on brand integrity, technology transfer, and operational consistency, franchisors must implement robust systems for training, quality control, and performance monitoring. When these mechanisms are properly established, franchising continues to offer compelling commercial opportunities and contributes meaningfully to Thailand’s long-term economic development.

2. What three essential pieces of advice would you give to clients involved in Franchise & Licensing matters in Thailand?

Given that Thailand does not yet impose a dedicated franchise regulatory regime, investors should focus on three fundamental considerations to ensure legal compliance and long-term commercial viability.

1. Structure your market-entry and licensing model with precision.
   First, it is necessary to adopt an appropriate corporate and licensing structure, including shareholding arrangements, director appointments, capital requirements, and an assessment of whether the franchise business activities fall under the Foreign Business Act. This planning ensures that the chosen model such as direct franchising, master franchise, area development, licensing, or joint ventures is legally permissible and strategically suitable.
2. Prioritize intellectual property protection and robust documentation.
   Second, it is critical to establish strong intellectual property (IP) protection, as IP forms the foundation of every franchise network. Investors should register trademarks, protect trade secrets and proprietary processes, and ensure that all rights, restrictions, and usage obligations are clearly documented. Inadequate protection frequently leads to disputes, brand dilution, or unauthorized imitation, in which risks are increasingly prevalent in digital markets.
3. Invest in a clear, comprehensive and enforceable agreement tailored to Thai law.
   Third, parties must negotiate and execute a comprehensive franchise or licensing agreement that clearly defines operational standards, reporting obligations, territorial rights, royalty structures, renewal and termination rights, and post-termination restrictions. As Thai law relies on freedom-of-contract principles, the agreement itself becomes the primary source of rights and remedies. Provisions must also be assessed in light of the Trade Competition Guidelines to ensure they do not constitute unfair practices. A well-drafted contract, therefore, provides clarity, reduces uncertainty, and safeguards the commercial interests of both franchisors and franchisees.

3. What are the greatest threats and opportunities in Franchise & Licensing law in the next 12 months?

Over the next year, the most significant opportunities lie in expanding cross-border franchise networks and leveraging strong investor appetite for international brands entering the Thai market. As Thailand’s franchise sector continues to mature, there is increasing discussion within policy circles regarding the introduction of clearer regulatory guidelines or a dedicated franchise framework. Should such reforms be undertaken, they would improve transparency, enhance disclosure obligations, and strengthen legal certainty for all parties, ultimately boosting investor confidence. At the same time, accelerating digitalization across the sector is creating meaningful opportunities for scalable growth. The increasing adoption of e-commerce, cloud-based operational systems, and data-driven customer-engagement platforms enables franchisors to improve operational efficiency, strengthen performance visibility, and reinforce brand consistency across networks.

Conversely, the greatest risks also arise from rapid digitalization and accelerated business expansion. Online IP infringement continues to increase, particularly on social media and e-commerce platforms, creating challenges for brand protection and enforcement. Additionally, aggressive franchise growth without proper due diligence may lead to operational inconsistencies, poor franchisee performance, or reputational harm. These risks are compounded when agreements contain vague obligations or insufficient quality-control mechanisms. Therefore, investors must prioritize strong IP management, franchisee vetting, contractual clarity, and robust audit and compliance procedures to prevent disputes and safeguard long-term value.

4. How do you ensure high client satisfaction levels are maintained by your practice?

Our practice maintains high client satisfaction by combining deep legal expertise with a practical understanding of Thailand’s commercial environment behind franchising and licensing. We begin by providing comprehensive analysis of all relevant regulatory frameworks, including intellectual property, consumer protection, competition rules, data protection (PDPA), the Foreign Business Act, and BOI incentives, to ensure that every proposed structure is both compliant and commercially aligned. By integrating these principles into the drafting and negotiation of franchise and licensing agreements, we deliver solutions that are enforceable, balanced, and adaptable to market realities.

Furthermore, we emphasize clear and timely communication, allowing clients to make informed decisions based on strategic, and actionable advice. Our multidisciplinary team collaborates seamlessly to provide practical, end-to-end support throughout the franchise lifecycle: from market-entry due diligence and IP protection, to training systems, operational manuals, and ongoing compliance monitoring. This approach extends beyond contract execution and we continue to assist clients with regulatory updates, compliance audits, expansion strategies, tax planning, and dispute prevention mechanisms. By maintaining long-term partnerships and anticipating industry developments, we consistently provide high-quality service that supports clients’ strategic objectives.

5. What technological advancements are reshaping your practice area and how can clients benefit from them?

Technological innovation continues to reshape the franchise and licensing landscape, particularly as businesses rely increasingly on digital platforms, data-driven decision-making, and online consumer engagement. We closely monitor technological developments and integrate technology-forward strategies into our advisory work to ensure clients remain competitive and compliant in an evolving regulatory environment.

In practice, we guide clients on the legal implications and operational advantages of adopting secure digital solutions, including electronic contract-execution systems, cloud-based management platforms, and digital reporting mechanisms that enhance efficiency and transparency across franchise networks.

Furthermore, we advise on data-protection compliance, cybersecurity standards, and PDPA-aligned data governance frameworks, all of which are increasingly critical for franchise systems that rely on consumer data, digital marketing, and online transactions. As many franchisors now operate integrated operational platforms covering training modules, SOP compliance, customer-experience analytics, and quality-control reporting, therefore, we help clients structure these systems in a manner that meets legal requirements and supports scalable growth.

By aligning emerging technologies with sound legal structures, we enable clients to enhance operational consistency, improve brand protection, and strengthen regulatory compliance. This approach equips franchise and licensing businesses with the tools necessary to expand confidently and responsibly in Thailand’s digitally driven marketplace.

Conclusion:

As Thailand’s franchise and licensing sector continues to mature, businesses require legal partners who can provide clear guidance, strategic foresight, and practical solutions grounded in local regulatory insight. At Kudun and Partners, we combine deep knowledge of sectors with a commitment to responsive and commercially oriented service, supporting clients from initial market entry through long-term expansion. Our multidisciplinary team advises on corporate structuring, foreign business licensing, intellectual property protection, commercial contract negotiation, compliance frameworks, employment, customs & trade, and dispute management ensuring that every franchise and licensing arrangement is robust, enforceable, and aligned with clients’ strategic objectives. We remain dedicated to helping both domestic and international investors navigate the complexities of this evolving market with confidence, clarity, and a long-term view toward sustainable growth.