The short answer

Business escrow holds the purchase price of a company or business until the shares, lease, licences and assets have actually transferred, and can keep a holdback for a period afterwards. Trade escrow holds payment for goods until they've shipped or been inspected. Both remove the need to trust a counterparty you can't easily sue. Vita Capital, our FX and escrow partner, offers business escrow to "safeguard payments during mergers, acquisitions, or business sales" and trade escrow to "ensure safe international transactions between buyers and suppliers" — with the currency exchange handled alongside.

Why business deals in Thailand go wrong

Escrow won't fix a bad business, but it means you only pay once the things you're paying for are actually in your hands.

How business escrow works

1. Agree the deal — price, what's included and the conditions for release.
2. Do due diligence — accounts, lease, licences, staff, debts and the company structure.
3. Sign the sale and escrow agreements, with a neutral, regulated escrow provider.
4. Deposit the price into escrow; the seller knows the money is secured.
5. Complete the transfers — shares, lease, licences, assets and supplier accounts.
6. Release the money, keeping any agreed holdback for the warranty period.

Due diligence before the money moves

Escrow protects the payment; due diligence tells you whether the business is worth paying for. Before anything goes into escrow, check:

• The accounts — at least two years, matched against bank statements.
• The lease — its length, rent, renewal terms and whether it can be assigned.
• The licences — who holds them and whether they can transfer.
• The company — shareholders, directors and its registration documents.
• Debts and tax — unpaid suppliers, utilities, VAT and staff costs.
• Staff — contracts, work permits and any severance obligations.
• Reviews and bookings — the real state of the reputation and forward bookings.
• Equipment and stock — an inventory to attach to the sale agreement.

Release conditions for a business purchase

What to tie the money to when buying a typical expat business in Thailand.

Illustrations. Your lawyer drafts the actual conditions for your deal.

Our recommended way to protect a business payment

Our number one for business and trade escrow, a Thai business bank, and a cheap option for everyday business payments.

Holdbacks and earn-outs

Some problems only show up after you've taken over: an unpaid tax bill, a supplier debt, a licence issue, or takings well below what you were shown. Two tools keep part of the price at risk for the seller until you know.

A worked example: buying a ฿2.5 million bar

An illustrative structure for buying a bar business, at ฿44.38 = £1.

Illustration only. Your lawyer sets the structure; the escrow agreement decides how claims against the holdback are handled.

Trade escrow: import and export

If you import stock into Thailand, export Thai products, or run an online shop that buys from overseas suppliers, every new trading relationship starts with a trust problem. The buyer doesn't want to pay before the goods ship; the supplier doesn't want to ship before being paid.

1. Agree the order — goods, quantity, quality standard, price and delivery terms.
2. The buyer pays into escrow; the supplier sees the funds are secured.
3. The supplier ships and provides the shipping documents.
4. The goods are checked — by an inspection before shipping or on arrival.
5. The money is released to the supplier on the agreed evidence.
6. Repeat with less protection as the relationship builds trust.

A trade example: a first order from a new supplier

An online shop in Thailand places its first ฿900,000 order with a supplier abroad. An illustrative escrow structure at ฿44.38 = £1:

Illustration. For later orders, as trust builds, many businesses move to part-payment or open account terms.

Escrow, letter of credit or open account?

The three common ways to pay for international trade, compared.

General comparison. Trade finance terms vary by bank and provider.

Milestone payments for projects

Escrow also works for projects delivered in stages: fitting out a restaurant, building a website for your business, renovating a guesthouse or developing an app. The whole budget goes into escrow at the start, and each stage is released when it's delivered and approved.

• Define each milestone and what "complete" means.
• Agree who approves it — you, an engineer, or an independent inspector.
• Set a response time for approval, so the contractor isn't left waiting.
• Agree what happens to unreleased money if the project stops.

Currency in business and trade deals

Business purchases and trade almost always cross currencies: pounds into baht to buy a business, baht or dollars to pay a supplier, foreign currency coming back when you export. Plan the exchange alongside the escrow:

• Agree the currency of the price in the contract.
• Fix the rate with a forward if completion or a supplier payment is weeks away.
• Convert at a specialist rate, not a bank margin — on ฿2.5 million, a 3% margin is about £1,700.
• Keep the paper trail for the company's accounts and your own tax records.

Fees and timescales

Fees. Business and trade escrow is usually priced as a percentage of the amount held, sometimes with a minimum, and may cost more for complex deals with several releases or a long holdback. Agree in the contract who pays — in Thailand the default under the Escrow Act is an equal split — and get the quote in writing before you start.

Timescales. Allow time for the escrow provider's own checks on both parties, which are part of what makes it safe. For a business sale, the escrow typically runs from signing until the lease and licences transfer, plus any holdback period. For trade, it runs from the order to the shipping documents or inspection. Build these dates into your sale or supply contract so nobody is surprised.

Get the structure right first

Thailand restricts foreign ownership in many service businesses, which is why so many expat businesses are run through Thai companies or other structures. Escrow can't make a structure legal; it can only make sure money moves when the agreed steps happen. Take independent legal and accounting advice on the company, the shareholding, work permits and tax before you sign — and make the legal steps the release conditions.

It's also worth arranging business insurance before you take over: property, liability and contents for the premises. Ask our team for a business insurance quote.

Selling your business

Escrow works for sellers too. When you sell a Thai business — often to another foreigner arriving with money from abroad — escrow proves the buyer's funds are real before you hand over the keys, the lease and the licences. It removes the risk of transferring a business and then chasing payment from someone who has gone home.

• Ask for the money in escrow before you start any transfers.
• Agree a reasonable holdback rather than an open-ended one.
• Keep evidence of every transfer step for the release.
• Plan the currency if you're taking the proceeds back to the UK.

Questions to ask before you sign

• Will the seller or supplier accept escrow?
• Is the escrow provider regulated, and independent of both sides?
• What exactly triggers each release?
• How much will be held back, and for how long?
• How are claims against the holdback decided?
• Who pays the escrow fee?
• Which currency is the price in, and can the rate be fixed?
• Is the business structure legal for a foreign owner?

Mistakes buyers and traders make

1. Paying a deposit to the seller before due diligence.
2. Releasing on signing rather than on transfer of the lease and licences.
3. No holdback for undisclosed debts or exaggerated figures.
4. Paying a new supplier in full upfront with no protection.
5. Ignoring the currency on a deal that completes weeks later.
6. Getting the company structure wrong.

Staying safe

• Beware of invoice fraud — "updated" supplier bank details sent by email.
• Confirm payment details by phone on a number you already hold.
• Use a private, protected connection for business banking on public Wi-Fi.
• Use a password manager for the business accounts you take over.

How we researched this guide

We used Vita Capital's own published information on its business, trade and online escrow solutions (October 2026), ThaiLawOnline's 2026 guides to escrow under Thailand's Escrow Act, and general practice on holdbacks, earn-outs and letters of credit. Worked examples use ฿44.38 = £1 (Wise, 12 October 2026) and are illustrations. Vita Capital is JLIT's FX and escrow partner; we arrange introductions and may receive a fee, which never changes what you're quoted. Checked 13 October 2026. This guide is general information, not legal, tax or business advice.