Corporate Documents & M&A

The core set is the parent company's certificate of incorporation, three years of audited financial statements, a board resolution approving the Thai investment, and a power of attorney for the filing agent. Each must be notarised in the country of origin, then apostilled (Hague states) or legalised by the origin foreign ministry plus the Thai embassy, then translated into Thai and legalised at the Department of Consular Affairs. The BOI generally wants documents issued within the last six months, so work backwards from your interview date.

Yes, through three lawful routes: a Foreign Business License, the Thai–US Treaty of Amity, or BOI promotion. All three require fully legalised and translated parent-company documents, a business plan, the shareholding structure and proof of funds. Using Thai nominee shareholders to disguise foreign control is an offence under the Foreign Business Act, and we do not take on that type of engagement.

A share purchase agreement, powers of attorney for signatories, shareholder resolutions on both sides, and certificates of directors' authority. Foreign-side documents need notarisation plus an apostille; Thai documents going abroad need a Notarial Services Attorney certification followed by consular legalisation. After closing, the transfer must be entered in the share register and the updated shareholder list (BorJor.5) filed with the DBD within the statutory deadline.

Take the audited statements and the filed PND.50 corporate tax return, have an attorney certify the copies and the director's signature, then translate into English and legalise at the Department of Consular Affairs. From 2026 Thailand issues apostilles, so for Hague member states you no longer need the destination embassy step — which removes several days and one set of fees from the process.

The usual causes are a translated company name that differs from the name reserved at the DBD, documents older than the receiving authority accepts, a director's signature that does not match the registered specimen, and steps performed out of order — translating before origin-country certification. We pre-check every page and lock the sequence: origin certification → translation → consular legalisation → filing.

Attorney signature certification and certified true copies, translation of one to three standard pages, and same-day consular legalisation at the express fee of THB 400 per stamp. What cannot be compressed is certification by an authority overseas and destination-embassy queues. We give a step-by-step realistic timeline before starting so appointment dates can be set safely.

Doing it yourself costs only the government fees, but means repeated trips and the risk of a rejection that restarts the whole set. Our fee covers pre-checking, formatting translations the way each authority accepts them, queueing on your behalf, and free rework if a rejection is caused by our translation or file assembly. Where a closing date or an appointment is fixed, the cost of delay is usually far higher than the service fee.

The main routes are BOI promotion, which allows full foreign shareholding for many activities; a foreign business licence from the Department of Business Development for activities in List 2 or 3 of the Foreign Business Act; the Thai-US Treaty of Amity for US nationals; and activities that fall outside the restricted lists altogether. Using Thai nominees to hold shares on a foreigner's behalf is a criminal offence and is never a solution.

A private limited company can now be formed with two or more promoters following the amendment to the Civil and Commercial Code. Name reservation through the Department of Business Development system takes one to three working days. With complete papers filed online, the registrar often completes registration the same day or within three working days. Post-incorporation steps — tax ID, VAT registration and bank account opening — add several more working days.

When turnover from goods or services exceeds the Revenue Code threshold in a year, the application must be filed within thirty days of crossing it. Companies that need work permits for foreign staff, or that supply large corporate customers, often register voluntarily before reaching the threshold so they can issue tax invoices and reclaim input VAT.

Financial statements must be audited by a licensed auditor, approved by the shareholders' meeting within four months of the year end, filed with the Department of Business Development through DBD e-Filing within one month of approval, and reported to the Revenue Department on form PND.50 within one hundred and fifty days of the year end. Late filing attracts fines from both authorities and directors can be fined personally.

The most frequent causes are names and addresses that do not match across documents, registered objectives that do not cover the activity actually carried on, director signatures that differ from the specimen, missing or uncancelled stamp duty on the mandate, incomplete premises consent and location map, and foreign documents that have not completed the legalisation chain. Checking these before filing removes most correction rounds.

Dissolve and liquidate it properly. A company that has not been dissolved still owes annual financial statements and tax returns, and failure to file accumulates fines and exposes the directors. The steps are a shareholders' resolution to dissolve, registration of the dissolution and appointment of a liquidator, public notice to creditors, final tax filings, and finally registration of the completion of liquidation.

A shareholder who cannot travel signs the power of attorney and application forms before a notary in their own country. The signature is then apostilled if that country is a Hague Convention member, or legalised by the local foreign ministry and the Royal Thai Embassy if it is not. The set is translated into Thai and certified by the Department of Consular Affairs before filing with DBD. Registrars check every letter of the name against the passport.

A licence is required when the activity appears on the schedules of the Foreign Business Act and foreigners hold 50% or more of the shares. Most service activities fall under List 3 and are decided by the Foreign Business Committee, which takes several months. Companies covered by a treaty, such as the US Treaty of Amity, or holding a BOI promotion certificate use the faster certificate route instead. Parent-company documents must be notarised and legalised before translation.

The treaty lets American nationals and American-owned companies hold up to 100% of a Thai company in most sectors, excluding reserved areas such as land, transport, communications and natural resources. You first obtain a nationality certification from the US Embassy in Bangkok by submitting shareholder and director evidence, then use it to apply for a Foreign Business Certificate at DBD. US corporate documents need an apostille from the relevant Secretary of State before translation.

A representative office may only carry out non-revenue activities such as sourcing, quality inspection and market reporting for the head office, so it earns nothing in Thailand and pays no corporate income tax on profit. A branch may sign contracts and earn revenue locally, but needs a foreign business licence and pays tax on Thai-sourced profit. Both require a full set of notarised and legalised parent-company documents.

Holding shares on behalf of a foreigner to circumvent the law is an offence under section 36 of the Foreign Business Act and exposes both the nominee and the person assisting them. Registrars may demand proof of the source of funds used by Thai shareholders. The compliant alternatives are a foreign business licence, BOI promotion, a treaty route, or transparent use of preference shares and articles of association that allocate control lawfully.

Dissolution needs two shareholder meetings, registration of the dissolution and appointment of a liquidator, newspaper publication and creditor notice, settlement of debts and collection of receivables, closing tax filings and surrender of the VAT certificate, and finally registration of completed liquidation. In practice this runs about six to twelve months, mostly depending on the Revenue Department's refund audit. Ordinary filings continue until closure is registered.

If the document will be filed with a government office or used as evidence, the interpreter should sign a statement confirming that the entire text was interpreted for the party who does not read Thai, attaching a copy of their identification. This removes the later argument that a party did not understand what they signed. For bilingual minutes, state in the record which language version governs.

Most banks require the authorised directors to appear in person with passports and proof of Thai address, such as a TM.30 receipt or a residence certificate, plus a company affidavit issued within one to three months, the company seal, the shareholder list and a board resolution to open the account. Some branches also ask for a work permit if a foreign director will be a signatory, so confirm the list with the branch beforehand.

A BOI certificate grants shareholding, land, visa and work permit privileges through the e-Expert system for the approved activity. An International Business Center is a Revenue Department tax regime for support services provided to affiliated companies abroad, subject to minimum annual local expenditure and headcount. Many groups hold both, but revenue must be segregated in the accounts to survive audit.

If the signing, board meeting or day to day management happens physically inside Thailand, immigration and labour officers treat it as work and a work permit is required. A director who remains abroad and signs there does not need one, although the signature usually needs notarisation and consular legalisation before the Department of Business Development accepts it. Shareholding limits under the Foreign Business Act are assessed separately from directorship.

Dissolution starts with a three quarters shareholder resolution, registration of the dissolution and appointment of a liquidator, newspaper notice to creditors, VAT deregistration and final tax filings, audited accounts as at the dissolution date, and finally registration of completion of liquidation. In practice it commonly takes several months up to about a year because the Revenue Department review drives the timeline.

Most banks ask for a company affidavit issued within the last month, the memorandum of association, the shareholder list, board minutes naming the authorised signatories and the signing conditions, the VAT certificate if registered, and the ID or passport of every director who signs in person. Many branches also want proof of a real office such as a lease and photographs of the signage. Where a director is foreign, a valid work permit or visa is usually requested as well. We assemble the file, book a branch familiar with foreign-owned companies and prepare certified translations in advance so the appointment is not sent back for corrections.

Where Thai and foreign shareholders hold shares together, the registrar may ask the Thai shareholders for evidence of financial standing, such as a bank confirmation, to confirm that they are not nominees. Nominee shareholding is an offence for both sides. Investment funds should be transferred into the company account and the inbound transfer evidence retained, because it supports later work-permit applications and profit repatriation.

Short meetings with few participants normally use consecutive interpreting, which allows documents to be read out and wording to be checked as you go. Long conferences that must keep to a schedule use simultaneous interpreting, which requires two interpreters and audio equipment. If the outcome will be registered, prepare a bilingual draft of the minutes beforehand so the interpreter and the signatories can review it. We assign interpreters familiar with your industry vocabulary and help prepare the supporting papers.

Yes, and we act as advisers rather than mere filing agents. We start from your structure, revenue plan and expected number of foreign staff, then sequence the work so each set of documents supports the next: incorporation, VAT, social security, work permits, visas, monthly bookkeeping and the annual audited accounts. You get deadline reminders every month and early warning of anything that could turn into a penalty. With more than 15 years advising foreign-owned businesses in Phuket, Bangkok and upcountry, we will set out the step plan for your review before any work begins.