Shop takeover guide

What a takeover (เซ้ง) is

A takeover (เซ้ง) is when the current tenant hands a shop on to someone new. The buyer pays the tenant a one-off “takeover fee” for the location, equipment, fit-out and existing customers. The buyer does not buy the building or land, and still pays rent to the landlord every month.

The landlord matters most. Under section 544 of the Civil and Commercial Code, a tenant cannot transfer the lease to someone else unless the lease allows it, and if they do, the landlord can end the lease. Every takeover needs the landlord's agreement.

A takeover in 7 steps

1. Agree the price and what is includedAgree exactly what the fee covers: equipment, furniture, signage, stock, the shop name, social pages or recipes. Write the list down.
2. See the original leaseCheck the tenant's name matches the seller's ID card, and read the rent, end date, deposit and any clause that forbids transfer or subletting.
3. Talk to the landlord yourselfBy law a tenant can't transfer the lease to someone else unless the lease allows it, so you need the landlord's agreement. The safest route is a new lease signed directly between the landlord and the buyer.
4. Sign the takeover agreement and pay a depositKeep the deposit small, write in the agreement that it is refunded in full if the landlord says no, and only pay into an account in the seller's name.
5. Inspect the shop and equipment againSwitch every machine on, check air-con, power, water and drains, and find out which equipment is rented or still on instalments.
6. Hand over and pay the balancePay the balance on the day the landlord signs with the buyer. Read the power and water meters, and collect keys, passwords and documents.
7. Change licences and accounts into your nameApply for licences in the new owner’s name and move the utility and internet accounts. See “Licences” below.

Checklist before you pay a deposit

• The tenant on the lease matches the seller's ID card
• The landlord agrees to the takeover or will sign a new lease with you (ask them yourself)
• Enough lease is left to earn your money back, and you know the renewal terms
• A lease over 3 years is registered at the Land Office; if not, it can only be enforced for 3 years
• No unpaid rent, utilities, wages or supplier bills
• A written list of included equipment with brand, model and condition
• Rented or financed equipment is listed separately
• Proof of sales for several months: POS reports, bank deposits or delivery-app statements
• The reason for selling makes sense, and the seller isn't opening the same shop nearby
• Pay only into an account in the seller's name, never to an unknown agent or middleman

The cash a buyer needs

The takeover fee is only part of it. Every SengSure listing shows an approximate total, but budget for all of these:

Takeover fee

Paid to the seller for the location, equipment and existing customers

Deposit with the landlord

Often 2–3 months' rent. Agree how the seller's existing deposit is handled

Rent in advance

Usually the first month up front

Lease change fees and stamp duty

Some landlords charge to change the tenant. A lease carries stamp duty of 1 baht per 1,000 baht of total rent

Refit and rebranding

Signage, paint, menus, repairs

Working capital

Stock, wages and rent for at least the first 3 months while sales settle

How to price a takeover (for sellers)

There is no fixed formula. Buyers work out how many months it takes to earn the fee back. A fair price comes from these four things:

Equipment and fit-out

Use today's second-hand value, not what you paid

Lease left

A long lease at below-market rent adds value; a lease close to ending worries buyers

Location

Near a station, street frontage, parking and foot traffic

Sales and profit

A steadily profitable shop can ask more, if you can show proof of sales

Compare similar shops nearby on SengSure. Asking too much usually means a slower sale and more rent paid while you wait.

What the takeover agreement should say

• Names, addresses and ID numbers of seller and buyer, and the shop address
• The fee, deposit, payment dates and the receiving account
• The list of included items, attached to the agreement
• The deal depends on the landlord's agreement, with a full refund if they refuse
• The handover date and the cut-off date for utilities and rent
• The seller pays every debt from before handover
• What happens to the seller's deposit with the landlord
• An agreement not to open a competing shop nearby for a while (if agreed)
• Signatures of both sides and witnesses

For a large fee or a complicated deal, have a lawyer check the agreement before you sign.

Licences and accounts to change

• Most licences are issued to the operator, not the shop: food-sale permits, alcohol licences and commercial registration. The new owner usually has to apply again or change the name. Ask the district office or municipality and the local Excise office.
• Electricity, water, internet and POS accounts
• Delivery-app stores, social pages and Google Maps listings: agree in writing whether they transfer
• Franchises need the franchisor's approval and may carry a transfer fee
• Existing staff: agree whether you keep them, and that the seller pays wages up to handover

Frequently asked questions