Who Owns Your Code? A Bangkok Dev Shop IP Transfer Guide for Foreign Founders

You wired the invoice. The build is live. You assume the code is yours. Under Thai law, that assumption is doing a lot of work — and if your contract is sloppy, it's wrong.

Foreign SaaS founders, nomads, and operators hiring Bangkok dev shops routinely sign one-page SOWs that say something like "all deliverables shall be owned by Client." That sentence is not an IP assignment. It is a wish. This guide walks through what the Thailand Copyright Act B.E. 2537 actually says, where the defaults trap you, and what a real transfer clause looks like.

What Thai Law Actually Says About Code Ownership

Software is protected in Thailand as a literary work under the Copyright Act B.E. 2537 (1994). Two sections do almost all the work in a dev-shop deal:

• Section 9 governs work created by employees. Default: the employee owns the copyright, unless agreed otherwise in writing. The employer gets only a right to communicate the work to the public consistent with the purpose of employment. (Copyright Act §9, Wikisource translation)
• Section 10 governs work created on hire — what foreigners would call work-for-hire or commissioned work. Default: the hirer (you) owns the copyright, unless agreed otherwise. (IP Thailand official PDF)

This is the inverse of US "work-for-hire" intuition, where the employer almost always owns and the contractor almost never does. In Thailand, the question that decides everything is: is your dev shop your employee, or are they a hired vendor?

Note on patents: Thailand does not grant patents on computer programs per se under Section 9(3) of the Patent Act B.E. 2522. Only inventions with a technical effect that happen to use software qualify. (Tilleke & Gibbins on Thai patent examination; ILCT analysis of Article 9) For 99% of SaaS founders, copyright is the protection that matters.

The Default Without a Contract — And Why It Still Burns Founders

On paper, Section 10 sounds founder-friendly: hire a Bangkok dev shop, no contract, you still own the code. In practice, three things blow this up:

1. Subcontractors. Your shop's contract with you may exist. Their contract with the freelance React dev in Chiang Mai often doesn't. If that dev was their employee under Section 9, the dev — not the shop, not you — is the default owner.
2. Oral agreements. Section 10 doesn't require writing, but recordation at the Department of Intellectual Property and any infringement enforcement essentially does. (ipthailand.go.th)
3. Moral rights. Even when you own the copyright, the original Thai author retains moral rights — the right to be identified and to object to modifications harmful to reputation — and these cannot be assigned, only waived in narrow ways. (Tilleke & Gibbins, Ten Key Changes to Thailand's Copyright Act)

A vague "you'll own it, don't worry" from a Sukhumvit dev shop founder is not a defense in a Thai court.

What a Proper IP Transfer Clause Should Include

The minimum a foreign founder should demand:

• Explicit Section 10 confirmation that the engagement is hire-of-work and copyright vests in the client on creation.
• Belt-and-braces assignment: a present-tense, irrevocable assignment of all copyright, including in pre-existing modules incorporated into the deliverable, with a term. Thai assignments without a specified term default to 10 years, which is almost certainly not what you want. (ICLG Thailand Copyright Report 2026)
• Sub-contractor warranty that every individual who touched the code has assigned their rights to the shop, which is now passing them through to you.
• Derivative works and future enhancements included in the assignment, not left for "Phase 2."
• Moral rights waiver to the maximum extent permitted under Thai law.
• Source code escrow or delivery on milestones, not "at project end."

If your contract is silent on any of these, assume it's broken.

The Git Repo Question — Who Holds the Keys

Owning the copyright and owning the working repo are different problems. Bangkok shops commonly host code in a private GitHub or GitLab org they control, give the client read access, and only transfer the org on final payment. That is a polite way of saying they have a lien on your IP.

What to insist on:

• Client-owned Git organization from day one. Shop members are added as collaborators, not owners.
• Push rights and admin rights vested in at least one client email address, not only contractor emails.
• Transfer schedule tied to milestone payments, not a single final invoice.
• Source code escrow with a third party if the shop refuses the above — standard for engagements over a few hundred thousand baht.

If a shop pushes back on this, that is the answer to your due-diligence question.

BOI Software Incentives — What Most Founders Don't Realize

If you are setting up a Thai entity to hold the IP, the Board of Investment's digital-technology promotion (currently Category 8.1.1, development of software or platforms) gives up to 8 years of corporate income tax exemption plus 100% foreign ownership — the latter being an explicit carve-out from the Foreign Business Act. (AIM Bangkok BOI Guide; Acclime BOI Insights)

The catch most founders miss: the exemption requires investing roughly THB 1.5M/year in Thai IT salaries and rewards expenses like ISO 29110 or CMMI Level 2 certification. If you're already paying a Bangkok team, that money is on the table — but only if the IP sits inside the BOI-promoted company, not bouncing around between your Delaware C-corp and a contractor's personal account.

If your business is genuine R&D rather than productisation, the BOI's R&D Centre activity (currently classified in Category A1) goes further — allowing a 200% tax deduction on qualifying R&D and training expenses for the promoted entity. For AI labs, ML research arms, and frontier-software work, the R&D centre route can be more valuable than standard 8.1.1 software promotion.

Red Flags in Bangkok Dev Shop Contracts

Walk if you see any of these:

• "All deliverables shall belong to Client" with no assignment language and no mention of the Copyright Act.
• IP transferred "upon final acceptance" — undefined and weaponizable.
• Silent on sub-contractors and freelancers.
• No source-code delivery schedule; repo stays in shop's GitHub org.
• No moral-rights waiver.
• Derivative works carved out so the shop can resell "the framework" to your competitor next quarter.
• Governing law set to Thailand but dispute resolution in Singapore arbitration with a USD 50k filing floor — i.e., unenforceable for anything you actually care about.

Our Approach — Full IP Transfer on Final Payment

At Motherducker, every Apps line engagement ships with a written Section 10 hire-of-work confirmation, a present-tense copyright assignment, sub-contractor pass-through warranties, a client-owned Git org from kickoff, and a moral-rights waiver to the maximum extent permitted under Thai law. No 10-year default term. No "we'll transfer the repo when the wire clears." On final invoice, the code, the repo, the credentials, and the paperwork are yours — full stop.