What a review and a restructuring actually take.

Why this article gives ranges and not figures

Any specific number quoted here would be invented, and invented numbers are worse than none, because owners plan around them. Professional fees in Thailand vary by firm, by city, by the complexity of the corporate history and by how much of the file the client can produce. Government fees, transfer duties and taxes vary by transaction type and by valuation, and are questions for counsel and the Revenue Department rather than for an article. What can be described honestly is the shape of the work: how many stages there are, what happens in each, roughly how long each takes, and which variables move the cost. That is enough to budget properly and to know when a quotation looks wrong.

Stage one: the review

A structure review is a contained piece of work with a defined output. Independently instructed Thai counsel reads the corporate documents, the title documents, the funding history and the filing record, establishes the registered position from the Department of Business Development and the Land Department records rather than from the client's copies, and produces a written opinion setting out where the position stands, what would be visible to a buyer, a lender or a registrar, and which lawful options are open on those facts.

In elapsed time this is usually a matter of a few weeks rather than months, and the largest variable is not counsel's speed but the client's document gathering. Where the original purchase records are held in another country, where an accountant has retired, or where the share register cannot be located, weeks turn into months before any analysis begins. In cost it is the smallest of the stages by a wide margin, and it is the only stage that produces certainty rather than change. Many reviews conclude that the position is sound or requires only administrative correction, and that conclusion is worth its fee on its own.

Stage two: deciding

Between the opinion and any action there is a decision that belongs to the family rather than to any adviser. It usually involves the principal, the spouse, sometimes adult children, and the family's own advisers at home, because a change to a Thai holding may have consequences under the family's own tax and reporting rules that no Thai lawyer can advise on. Where a home country adviser needs to be consulted, allow for that in the timetable rather than discovering it late.

The decision is genuinely a decision. Counsel may advise that a position is sound; that it needs administrative correction; that it can be converted to a lawful holding form; that genuine Thai capital and governance could be introduced; that promotion by the Board of Investment may be available if the activity qualifies; or that an orderly sale is the sensible outcome. Families sometimes want the adviser to choose. The adviser can explain consequences, and cannot carry the choice.

Stage three: implementation

This is where the range widens, because implementation is a different exercise depending on the route. Broad shapes are set out below, and every one of them is subject to counsel's advice on the actual facts.

As a rule of thumb rather than a promise: administrative work runs in weeks, registrations and conversions in months, promotion applications and sales in a longer number of months and occasionally more than a year. Any adviser who gives a firm date before reading the file is guessing.

What actually drives the bill

• How complete the client's documents are, which is the single largest variable in the review stage.
• How many years of history there are, and how many changes of ownership, directors and administrators sit in it.
• Whether records are held in more than one country and require legalisation and translation.
• Whether other parties, such as a Thai shareholder or an estranged spouse, must agree to anything, and whether they need their own counsel.
• Whether valuation is required, which it usually is for any disposal or transfer.
• Whether a transaction follows, since duties and taxes are transaction costs rather than advisory ones and are separate questions for the Revenue Department and counsel.
• Whether anything is live, which is the variable that turns a scheduled process into an urgent one.

Why waiting is usually the larger number

The comparison owners make is between the cost of a review now and nothing at all. The real comparison is between the cost of a review now and the cost of the same work later, done under pressure. Later carries several additional charges. Urgent professional time is dearer than scheduled professional time. Work done while a counterparty waits requires duplication, because everything must be explained twice, once to counsel and once to the other side. Where a sale is involved, the price effect of a defect a buyer finds is normally larger than the cost of curing it, because the buyer prices his worst plausible case rather than the actual cost. Where an estate is involved, professional fees run in two jurisdictions simultaneously. And where a filing or an application is pending, the timetable belongs to somebody else, which removes the owner's ability to choose the cheapest route.

A composite drawn from situations advisers in this market see repeatedly, not an account of any individual client, makes the arithmetic concrete. Two families hold comparable villas through comparable structures. One commissions a review in a quiet year, receives an opinion within a few weeks, corrects two administrative defects and does nothing further. The other commissions the identical review after a buyer's lawyer has raised a query, and pays for the same analysis on an urgent basis, alongside a valuation obtained at short notice, correspondence with the buyer's side throughout, and the cost of a transaction that pauses while the work is done. The legal analysis is the same document in both cases. Everything around it is what differs.

None of that requires exaggeration to be persuasive, and it is worth stating without any: a review is a known, modest, one off cost with a defined output. Everything that follows a trigger is an unknown cost with a timetable set by other people. That is the whole argument.

How the office prices and sequences this

Asia Global Partners is a private office and not a law firm, and gives no legal advice. Its role in this work is to instruct and coordinate: identifying suitable independent Thai counsel and obtaining a scoped fee proposal from them before work begins, assembling the documents so that counsel is not billing for administration, arranging accountants and valuers where needed, keeping the client's advisers at home in the conversation, and holding one accountable thread through a process that would otherwise run across several firms and countries. A confidential structure review is the sensible first step and the one that makes every later figure predictable.

As a closing observation, and consistent with the rest of this cluster, the cheapest version of every route described above is the version begun while nothing is live. The routes themselves do not disappear as time passes. Their cost and their duration simply move in one direction.

This article is general information and not legal advice, and contains no fee quotations because any figure would be invented. Costs, duties and timelines depend on your facts. Instruct independently instructed Thai counsel and obtain a scoped written fee proposal, verify filing requirements with the Department of Business Development, registration and transfer requirements with the Land Department, promotion questions with the Board of Investment, and tax and duty questions with the Revenue Department.

This briefing is general information, not legal, tax or investment advice. Thai rules change frequently and individual cases differ. Verify current requirements with the relevant authorities, including the Immigration Bureau, the Board of Investment, the Land Department, the Department of Business Development and the Revenue Department, and take advice on your own facts before acting.