Thai Corporate Documents & Cross-Border Powers of Attorney — 96 FAQs
Answers follow the Thai Civil and Commercial Code, the Foreign Business Act B.E. 2542, the Revenue Code stamp-duty schedule, the Department of Business Development (dbd.go.th), the Department of Consular Affairs (consular.mfa.go.th), the Lawyers Council of Thailand and the Department of Intellectual Property (ipthailand.go.th). The Apostille Convention enters into force for Thailand on 28 February 2027. General information, not an official determination — confirm requirements with the receiving party before filing.
Browse by topic
What is a Thai company affidavit and where do I get one?
The company affidavit is the certificate issued by the registrar at the Department of Business Development (DBD). It states the company name, registration number, incorporation date, registered capital, registered office, the list of directors, the signing condition and the objectives. You can obtain it at any provincial or district DBD office or through the DBD e-Service portal at dbd.go.th. Foreign counterparties usually call this document the company affidavit or certificate of incorporation and rely on it to prove the company still exists and to see who can bind it.
How recent must a DBD certificate be for a foreign authority to accept it?
Thai law sets no expiry date on a company extract, but in practice banks, counterparties, embassies and foreign company registries accept only certificates issued within the last three months, and some jurisdictions insist on one month. Always confirm the requirement with the recipient first and obtain a fresh certificate as close to the filing date as possible, because once the document has been translated and legalised the underlying extract cannot be swapped out without repeating the whole chain.
Can the DBD issue the company affidavit in English?
The Department of Business Development does issue English-language certificates for companies that have requested them, but not every register entry is available in English. Where it is not, the standard route is to obtain the Thai original, have a translator prepare the English version with a translator's certification, and then have the translation legalised by the Legalization Division of the Department of Consular Affairs. Either route is acceptable; the critical point is that the spelling of the company name and each director's name matches the passports and every earlier document exactly.
How does the shareholder list (Bor Or Jor 5) differ from the company affidavit?
The affidavit shows status and signing authority; form Bor Or Jor 5 is the shareholder list a limited company files with the DBD, showing who holds how many shares, their nationality and how much has been paid up. Any matter that requires proof of the ownership chain — opening a foreign bank account, declaring ultimate beneficial owners, or testing the foreign shareholding ratio under the Foreign Business Act B.E. 2542 — will call for the Bor Or Jor 5 alongside the affidavit.
What must a board resolution contain if it will be used abroad?
The minutes should state the company name and registration number, the date, time and place of the meeting, the directors present and the quorum, the agenda, an unambiguous resolution saying exactly what is approved and who is authorised to do what, and the chairman's signature. For overseas use, prepare it bilingually or attach a translation, and have an authorised director certify the copy as true and affix the company seal, so it can then pass signature certification and consular legalisation.
What are the quorum and notice rules for a shareholder meeting of a Thai limited company?
Under the Civil and Commercial Code, a general meeting of a private limited company is quorate when shareholders representing at least one quarter of the registered capital are present, and notice must be given at least seven days before the meeting — or at least fourteen days where a special resolution is proposed. The company's articles of association may impose stricter requirements, so always read the articles together with the Code before convening a meeting.
Which matters require a special resolution of shareholders?
Structural matters — amending the memorandum of association or the articles, increasing or reducing capital, amalgamation and dissolution — require a special resolution, which under the Civil and Commercial Code needs a majority of not less than three quarters of the votes of shareholders present and entitled to vote. Once passed, the change must be registered with the DBD within the statutory period; until it is registered the change is not effective against third parties.
Can a board meeting held by video conference be used with a foreign bank?
Yes. Electronic meetings are valid under the Thai law on meetings via electronic means provided the platform meets the prescribed security standards, and the minutes must record that the meeting was held electronically and how participants were identified. Foreign banks and counterparties will normally still ask an authorised director to certify the printed minutes in wet ink, and to have that signature certified by a Notarial Services Attorney before the pack is sent abroad.
What should a corporate power of attorney for overseas use contain?
State the granting company's name and registration number, the signing director's name with passport or ID number, the attorney-in-fact's name and identification number, the scope of authority itemised clause by clause, the assets or transactions concerned, the period of validity, and whether sub-delegation is permitted. An overly broad scope is usually rejected, while an overly narrow one forces you to redo the whole document, so let the receiving party review the draft before anyone signs.
How much stamp duty applies to a Thai corporate power of attorney?
Under the stamp-duty schedule of the Revenue Code, a power of attorney authorising one or more persons to perform a single act carries 10 baht of duty; authority to perform more than one act carries 30 baht; and where several attorneys are each authorised to act separately, duty is counted per person at 30 baht each. The grantor pays the duty and must cancel the stamps. For documents going abroad, affix and cancel the stamps before the signature is certified.
How long is a power of attorney valid, and how is it revoked?
Thai law fixes no standard validity period. If no end date is stated, a POA remains effective until the mandate is completed or revoked, although many receiving authorities apply their own rule and accept only documents signed within the last three to six months. Revocation is effected by written notice from the grantor to the attorney-in-fact and to the relevant third parties. Without that notice, a third party acting in good faith and unaware of the revocation may still rely on the agency rules.
May an attorney-in-fact sub-delegate the authority?
Sub-delegation is possible only where the original power of attorney expressly permits it, or where necessity arises under the agency provisions of the Civil and Commercial Code. Where the document is silent, Thai and foreign authorities routinely reject a sub-delegated POA outright. Best practice is to state clearly whether sub-delegation is allowed, and when a sub-POA is issued, always attach the original or a certified copy of the first power of attorney.
How do I read the signing condition on the affidavit correctly?
The signing condition appears under the list of directors — for example two directors signing jointly and affixing the company seal, or only named directors being authorised. Read it in full: check whether the seal is required and which group of directors must sign with which. A signature that does not match the condition will be refused by banks, the Land Department or the foreign counterparty, and any legalisation already obtained is wasted.
Is a company seal still necessary in Thailand?
Thai law does not compel every company to have a seal. However, if the company has registered a seal with the DBD and the signing condition says the company seal must be affixed, a document without it does not meet the condition and does not bind the company. In practice, documents leaving the country should carry a clear impression that does not overlap the signature and matches the registered specimen, because legalisation officers compare it against the affidavit.
What happens if a director signs beyond the registered authority?
As a rule an act beyond the scope of authority does not bind the company unless the company later ratifies it, or the circumstances amount to apparent authority so that a good-faith third party had reasonable grounds to believe the signatory was authorised. The safe course is to check the latest affidavit before signing and, where needed, pass a board resolution granting specific authority and attach it to the contract so the foreign counterparty can see the complete chain of authority.
How do we change directors or the signing condition?
Pass the appropriate resolution (of the board or the shareholders, depending on the matter and the articles), then file the change with the registrar at the Department of Business Development together with the application form and identification documents of the new directors. A change of directors must be filed within fourteen days of the change. Obtain a fresh affidavit immediately after registration, because documents sent abroad must show the current directors and signing condition.
What can a Notarial Services Attorney do with corporate documents?
Thailand has no notary public system in the common-law sense. Instead the Lawyers Council of Thailand, under royal patronage, licenses lawyers who have completed the prescribed training as Notarial Services Attorneys. Their remit covers witnessing and certifying a signature made in their presence, certifying that a copy is a true copy of the original, administering oaths and affidavits, and certifying certain facts — which satisfies most foreign counterparties asking for notarisation of Thai corporate documents.
Must the director sign in front of the attorney?
Yes. The substance of signature certification is that the attorney confirms having seen the named person sign, after checking the original ID card or passport and the company affidavit to confirm the signatory's authority. If a pre-signed document arrives by post, the attorney can only certify it as a true copy, not certify the signature. Where the director is overseas, the alternative is to have the signature certified at the Thai embassy or consulate-general in that country.
Which corporate documents are most often certified before being sent abroad?
The common set is: corporate powers of attorney, board and shareholder minutes, copies of the affidavit and Bor Or Jor 5, the memorandum and articles of association, shareholding confirmation letters, specimen signature certificates for directors, bank and FATCA/CRS forms, share purchase agreements and no-liability confirmations. Certification should be applied to originals or to copies already certified by a director, not to a re-printed photograph of a document.
Will a document certified by a Thai attorney be accepted abroad straight away?
It depends on the recipient. Private counterparties frequently accept a Notarial Services Attorney's certification on its own, but foreign government offices, courts, company registries and banks usually require a further layer from the Legalization Division of the Department of Consular Affairs, and in some cases attestation at the destination country's embassy in Thailand as well. Ask the recipient exactly how far the chain must go before you start, so nothing has to be redone.
What is the legalisation chain for Thai corporate documents used abroad?
The standard sequence is: (1) obtain the original extract from the DBD, or prepare the corporate document and have the authorised directors sign it; (2) have the signature or the true copy certified by a Notarial Services Attorney where the recipient requires it; (3) prepare the English or destination-language translation; (4) file for legalisation at the Legalization Division of the Department of Consular Affairs on Chaeng Watthana Road or at a participating regional office; and (5) obtain attestation at the destination country's embassy, if that country still requires it.
When does the Apostille start to apply to Thai corporate documents?
Thailand has acceded to the HCCH Apostille Convention of 5 October 1961, and the Convention enters into force for Thailand on 28 February 2027. From that date, a Thai public document intended for use in another contracting state needs a single Apostille certificate instead of the current two-step chain, so destination-embassy attestation is no longer required. Until then, documents must still be legalised by the Department of Consular Affairs and, where applicable, attested at the destination embassy.
How are foreign corporate documents certified for use in Thailand?
They must first be certified in the country of origin — typically by a notary public and then by the apostille authority or that country's foreign ministry — and then attested by the Royal Thai Embassy or Consulate-General there. Once in Thailand, the documents are translated into Thai and the translation is legalised by the Legalization Division of the Department of Consular Affairs. Only then will the DBD registrar, banks and the Land Department accept them in support of an application.
Is express consular legalisation available, and how long does it take?
The Legalization Division of the Department of Consular Affairs offers both regular and express service. Regular service generally returns documents within about two to three working days, while express service can return a small batch on the same day. Actual timing depends on volume and on the channel used — the Chaeng Watthana counter, a regional office, or postal submission. Check the current notice at consular.mfa.go.th before promising a delivery date to a foreign counterparty.
What documents does a Thai company need to incorporate a subsidiary abroad?
The base pack is the parent's latest affidavit, the memorandum and articles of association, the shareholder list (Bor Or Jor 5), a board resolution approving the investment and appointing the person authorised to act, a power of attorney to the local agent in the destination country, certified copies of the directors' passports, and the latest financial statements. Every item must be translated into the destination language and legalised by the Department of Consular Affairs, plus the destination embassy where that country still uses the two-step chain.
What parent-company documents are needed to set up a Thai subsidiary?
Thai registrars and banks generally ask for the parent's certificate of incorporation or certificate of good standing, a certificate listing directors and shareholders, a board resolution approving the Thai incorporation, and a power of attorney to the person acting in Thailand. Each must be certified in the country of origin and attested by the Royal Thai Embassy, then translated into Thai with the translation legalised. If the activity falls within the lists annexed to the Foreign Business Act B.E. 2542, a foreign business licence, treaty rights or a BOI promotion certificate must also be considered.
How does a representative office differ from a branch office in Thailand?
A representative office may only carry out non-revenue activities: sourcing goods, inspecting the quality of goods the parent has ordered, advising on the parent's products, disseminating information and reporting on business developments — funded solely by remittances from the parent. A branch may earn revenue and is taxed on profits arising in Thailand. Both are the same legal person as the parent, so the application must be supported by fully certified parent-company documents.
How many certified sets of Thai corporate documents should we prepare?
Prepare at least two fully certified sets: one for the primary authority and one spare for the bank, the tax adviser, or in case a set is lost in transit — replacing a set means starting again with a fresh DBD extract and losing several working days. Scan every page immediately after certification and record the extract date and the legalisation date, so you can check the age of each document before the next filing.
What does a Thai bank require to open a corporate account?
Thai banks typically ask for a company affidavit issued within the last one to three months, the memorandum and articles of association, the shareholder list (Bor Or Jor 5), minutes or a resolution identifying the authorised signatories and the signing conditions, ID cards or passports of all directors and signatories, the VAT registration certificate where applicable, and a beneficial-owner declaration form. Where a director is a foreign national, the bank usually also asks for evidence of residence and a work permit.
Who is an ultimate beneficial owner and how is the declaration made?
The UBO is the natural person who ultimately owns or controls the entity. Financial institutions commonly apply a shareholding threshold of 25 per cent or more, or identify whoever otherwise controls management. The declaration is made on the bank's form, supported by an ownership chart drilling down to natural persons and certified copies of each UBO's identification. Where a foreign company sits in the chain, its corporate documents must themselves be certified through the full chain.
How do the FATCA and CRS forms relate to corporate documents?
FATCA is the United States law on reporting accounts held by US persons; CRS is the OECD standard for automatic exchange of financial account information, which Thailand participates in. Banks therefore require corporate customers to state their tax residences, the taxpayer identification number for each, the entity classification and details of controlling persons. The information must match the affidavit and the Bor Or Jor 5 — where it does not, the bank will suspend account opening or ask for further certified evidence.
What paperwork do banks want for cross-border corporate transfers?
As authorised agents under the Thai exchange control regime, commercial banks ask for documents evidencing the purpose of the transaction — contracts, invoices, customs entries or an investment approval resolution — together with the company affidavit and proof of the authorised signatories. Outbound investment and intra-group lending are subject to reporting under Bank of Thailand rules. Check the current criteria at bot.or.th and assemble the paperwork before the intended value date.
Can a trademark application in Thailand be filed by an agent?
Yes. The Department of Intellectual Property requires an applicant without a domicile in Thailand to act through an agent resident in Thailand, filing a power of attorney with the application. A power of attorney executed abroad must be certified by the competent authority of that country or by the Royal Thai Embassy, and stamp duty under the Revenue Code applies when it is used in Thailand. Draft the scope to cover amendments to the application, appeals and renewals.
How long does a Thai trademark last, and is a new power of attorney needed to renew it?
A Thai trademark registration runs for ten years from the filing date and is renewable for successive ten-year terms, with the renewal application filed within three months before expiry. If the original power of attorney expressly covers renewal and neither the agent nor the granting director has changed, the same instrument can be used. Where the company's authorised directors have changed, issue a fresh power of attorney and attach the current affidavit.
Which corporate documents support an international filing under the Madrid Protocol?
Thailand has been party to the Madrid Protocol since 2017. An international application requires a basic Thai application or registration, and is filed through the Department of Intellectual Property as office of origin to WIPO. The supporting documents are the company affidavit confirming the applicant's status and address, the power of attorney to the agent, and a goods and services list consistent with the basic mark. Make sure the applicant's name and address are spelt identically everywhere, or WIPO will issue an irregularity notice.
Does a letter of consent to use a trademark need certification?
Where a group company seeks permission to use the parent's mark, or an existing owner consents to registration of a similar mark by a new applicant, the registrar asks for a letter of consent signed by the owner's authorised representative together with evidence of that authority. If the letter is executed abroad it must be certified by a notary public and attested by the Royal Thai Embassy, then translated into Thai with the translation legalised before filing with the Department of Intellectual Property.
What certification do documents for a foreign tender require?
Foreign procuring entities commonly ask for the company affidavit, a tax clearance or tax payment certificate, audited financial statements, references for completed projects, a bank letter of financial standing, a power of attorney for the person submitting the bid, and a declaration of no debarment. All of these must be translated and legalised to the level the tender documents specify, so read the document authentication clause in the tender pack closely before starting.
How should a bilingual contract handle the governing language?
A Thai-English cross-border contract should state clearly which language prevails if the versions conflict. Where the document will be filed with a Thai authority such as the Land Department or the DBD, a Thai version is required and Thai usually has to prevail; contracts intended for enforcement abroad commonly make English prevail. Set out the governing law and the chosen court or arbitral forum in the same clause to reduce arguments over interpretation.
What goes into a due-diligence pack for a Thai share purchase?
Typically the affidavit, the memorandum and articles of association, historic shareholder lists, the share register and share certificates, several years of board and shareholder minutes, three years of financial statements and tax filings, key customer and supplier contracts, leases and title deeds, operating licences, IP registrations, employment contracts and social security records, and a schedule of pending litigation. Documents released to a foreign buyer are usually certified as true copies page by page.
How is a share transfer in a Thai limited company perfected?
Under the Civil and Commercial Code, a transfer of shares issued with the holder's name on the certificate must be made in writing, signed by the transferor and the transferee, with at least one witness signing in attestation, and must state the numbers of the shares transferred — otherwise it is void. The transfer becomes effective against the company and third parties only once entered in the share register; the company then files an updated shareholder list with the DBD. Where the transferee is a foreign national, the foreign shareholding ratio must also be checked.
How much stamp duty does a corporate power of attorney need in Thailand?
Under the stamp duty schedule of the Revenue Code, instrument 7 (power of attorney) is 10 baht where the agent is appointed for a single act and 30 baht where the appointment covers more than one act; separate appointments to several persons acting independently are counted per person. In practice a corporate POA that lets the attorney file documents repeatedly carries the 30-baht duty, and every stamp must be cancelled by crossing. An unstamped or under-stamped POA cannot be used as evidence in a Thai civil case until the duty and surcharge are paid.
Can an attorney-in-fact of a Thai company sub-delegate the authority?
Only if the original power of attorney expressly grants the right to appoint a sub-agent. Under the agency rules of the Civil and Commercial Code the agent must otherwise act personally. Banks and registries almost always ask to see the head POA alongside the sub-delegation, so include wording such as 'with power to appoint and remove sub-agents for the above purposes' from the outset, and make sure the sub-agent's scope is never wider than the original agent's.
Should a corporate power of attorney have an expiry date, and how is it revoked?
Thai law does not require an expiry date, but the safer practice is to limit the POA to 6-12 months or tie it to one identified transaction, which reduces exposure if the attorney leaves the company. Revocation is done by board resolution or a notice signed by the authorised directors, then communicated in writing to the attorney and to every third party that holds a copy, such as banks and registries. A revocation cannot be raised against a third party acting in good faith who never received notice.
Bilingual or separate-language power of attorney: which works better?
For filings inside Thailand — the DBD, the Land Department, the Department of Intellectual Property — use the authority's Thai form. For use abroad, a single two-column bilingual document is generally preferable, with a clause stating which language prevails on conflict. That way the signing director and the receiving officer read the same instrument, and you avoid the common problem of a separate translation becoming detached from the original during legalisation.
What does 'two directors sign jointly and affix the company seal' mean on the affidavit?
The company is bound only when two directors named in the authorised group sign together and the registered seal is affixed. A single signature, or a different seal, entitles the counterparty or bank to reject the document outright. Before any signing ceremony, pull a fresh affidavit and confirm both the signing condition and the list of directors are still current, because any change of director directly affects that condition.
How do we fix a document already signed outside the registered signing authority?
As a rule the company is not bound, unless it later ratifies the act or the circumstances create an apparent authority on which a good-faith third party relied. The usual cure is a board resolution ratifying the act retrospectively together with a fresh, properly executed power of attorney sent to the counterparty in place of the defective one. For high-value or registrable transactions, authorities normally refuse retrospective ratification and require the whole set to be re-signed.
The company seal was lost or damaged. What must be done before using documents abroad?
File an application with the Department of Business Development to register the change of company seal, attaching the board resolution and an impression of the new seal; if it was lost, record a police daily report as evidence. Once registered, obtain a new affidavit that shows the current seal, and only then start translation and legalisation. Using the old seal after registration of a new one is a frequent cause of documents being rejected because the impression does not match the affidavit.
A foreign bank asks for a Certificate of Incumbency, which Thailand does not issue. What do we use?
Combine the DBD company affidavit with the shareholder list (Bor Or Jor 5) and, where needed, a certificate signed by a director or company secretary confirming the directors, their positions and the shareholders as at the date of issue. Have a Notarial Services Attorney certify the signatory's signature, then translate and legalise through the Department of Consular Affairs. Most banks accept this bundle when the cover letter explains that it is the Thai registry equivalent.
What is needed for an ultimate beneficial owner (UBO) declaration for a Thai company?
Banks and foreign counterparties normally want a UBO declaration naming every natural person holding directly or indirectly above the applicable threshold — commonly 25 percent — or otherwise controlling the company. Supporting papers are the affidavit, the Bor Or Jor 5, an ownership chart traced up to natural persons, passport or ID copies of each UBO and proof of address. Copies should be certified by the authorised signatories, and legalised and embassy-attested where the receiving side requires it.
What do Thai companies most often get wrong on FATCA/CRS forms?
The commonest error is choosing between Active NFE and Passive NFE incorrectly: a company whose income is mostly interest, dividends or rent usually falls under Passive NFE and must disclose all controlling persons. The second is the tax identification number, which must be the 13-digit Revenue Department number exactly as registered, and the company name must match the affidavit character for character. A mismatch means the bank returns the form and asks for the certified document set again.
A foreign parent wants to set up a Thai subsidiary. What must be certified in the home country?
The core set is the parent's certificate of incorporation, a board resolution approving the investment and appointing the attorney, a power of attorney for the person acting in Thailand, and identity evidence for the signing directors. All of it is notarised in the home country and attested by the Royal Thai Embassy or the responsible authority, then translated into Thai with a certified translation for filing at the DBD. If the activity is listed under the Foreign Business Act B.E. 2542, a licence or certificate must also be considered.
Representative office versus branch office in Thailand: how do the documents differ?
A representative office may only carry out non-revenue activities such as sourcing, quality inspection and reporting to the parent, while a branch may earn revenue but requires permission and minimum capital remittance. Both need the parent's affidavit, financial statements, the establishment resolution and a power of attorney for the Thailand manager, but a branch is additionally asked for a detailed business plan and financial projections. Every document must be certified in the home country and translated into Thai.
What certified documents does a Thai company need to bid for a foreign tender?
Tender boards typically require a current company affidavit, the shareholder list, audited financial statements, past-performance certificates, a bank reference on financial standing, a tax clearance letter and a power of attorney for the person submitting the bid. Everything must be translated into the language named in the tender documents, legalised by the Department of Consular Affairs and attested at the destination embassy in Thailand. Allow three to four weeks, because bid deadlines are inflexible and one missing document disqualifies the whole submission.
Which language clause should a Thai-English contract use so a Thai court accepts it?
State plainly which version prevails if the two texts conflict, and keep that clause separate from the governing law and the courts-or-arbitration clause. If a dispute ends up in a Thai court, Thai is the language of the proceedings and a certified translation is required, so even where the English text prevails the Thai version should be prepared accurately at signing rather than rushed after a dispute arises — the single most common source of meaning disputes in cross-border contracts.
What goes into a due-diligence pack for buying shares in a Thai company?
Typically the affidavit and memorandum of association, the articles, the Bor Or Jor 5 and share register, historic board and shareholder minutes, financial statements and tax filings, material contracts, leases, operating licences, IP registrations, key employment contracts and pending litigation. Foreign buyers usually ask for every copy to be certified true and for a Notarial Services Attorney to certify the summary bundle used to satisfy conditions precedent to closing.
How is a share transfer in a Thai limited company made effective against the company?
The Civil and Commercial Code requires the transfer of a named share to be in writing, signed by transferor and transferee with at least one attesting witness, and to state the numbers of the shares transferred, failing which it is void. It becomes effective against the company and third parties only once entered in the share register, after which the company files an updated shareholder list with the DBD. Where the transferee is foreign, the foreign shareholding ratio must be checked first.
Are there special rules for a trademark power of attorney at the Department of Intellectual Property?
The POA must identify the mark or application number, state whether it covers filing, amendment, renewal, appeal or withdrawal, and carry the correct stamp duty. If the principal is abroad, it must be notarised and attested by the Royal Thai Embassy before use in Thailand. The applicant's name and address must match the company affidavit exactly, since any discrepancy triggers an official action from the registrar and can add several months to the process.
What corporate documents does a Madrid Protocol filing from Thailand require?
You need a basic Thai application or registration first, then the international application is filed through the Department of Intellectual Property as office of origin. The papers are the international application form, the designated countries with a goods-and-services list no broader than the basic mark, the agent's power of attorney and evidence of the applicant entity. Watch the five-year dependency rule: if the Thai basic mark is refused or cancelled in that window, the international registration is affected too.
How should a letter of consent to use a trademark between group companies be certified?
It should identify the proprietor, the permitted user, the mark and registration number, the goods and services, the territory, the term and quality-control conditions, and be signed by the authorised signatories shown on each company's affidavit. Where one side is abroad, notarise and obtain embassy attestation. A licence intended to have full effect in Thailand should additionally be recorded with the Department of Intellectual Property as the law provides.
What is the correct order of certification for corporate documents used abroad?
Four steps: first obtain the freshest possible original extract from the Department of Business Development; second prepare a translation by a translator who certifies it, plus a Notarial Services Attorney certification where a director's signature must be witnessed; third legalise at the Legalization Division of the Department of Consular Affairs; fourth attest at the destination country's embassy or consulate in Thailand. Reversing the order — translating before pulling a fresh extract, for example — is the most frequent reason a whole set has to be redone.
How will the Apostille change corporate documents when it takes effect for Thailand on 28 February 2027?
For use in another convention state the chain will end with an apostille issued by the designated Thai authority, with no further attestation at the destination embassy, which shortens the timeline and cuts cost for affidavit and POA bundles. The earlier steps — obtaining the official extract and an accurate translation — stay the same. For non-member states, including several in the Middle East, the existing legalisation-plus-embassy route continues to apply.
Why are corporate documents rejected most often, and how do we prevent it?
The leading causes are an affidavit older than the recipient's limit, spelling of the company or director names that does not match the passport, a signatory who does not satisfy the registered signing condition, a missing company seal, incomplete or uncancelled stamp duty, a translation not physically attached to the legalised original, and steps performed out of order. Prevent it with a pre-submission checklist, by pulling the extract as close to the filing date as possible, and by getting the receiving authority's requirements in writing before step one.
How recent must a company affidavit be when sent abroad?
Most destinations require issue within three to six months. Foreign banks and European company registries are usually strictest at three months, while private counterparties often accept six. Count the age from the registrar's issue date, not from the date the translation was certified, and allow another one to two weeks for consular certification and embassy legalisation. Where the chain will be long, obtain a fresh affidavit before starting the certification process.
How can a director abroad grant a power of attorney for use in Thailand?
Sign before a notary in that country, then add an apostille if the country is a Hague Convention party, or legalise at that country's foreign ministry followed by the Thai embassy if it is not. On arrival in Thailand the document must be translated into Thai and the translation certified by the Department of Consular Affairs before filing. State the scope, the attorney's name and ID number, and an expiry date, because Thai authorities routinely reject open-ended wording.
What stamp duty applies to a corporate power of attorney?
The Revenue Code stamp duty schedule sets different rates by type: authority to one person for a single act, to one person for repeated acts, and to several persons acting separately. A general authority for repeated acts carries a higher rate than a single act. Affix and cancel the stamps on the date of execution, because an insufficiently stamped instrument cannot be used as evidence in a civil case until the duty and surcharge are paid in full.
What must board minutes contain to open a foreign bank account?
The date, time and place of the meeting; the directors present and confirmation of quorum under the articles; a clear resolution naming the bank, account type and currency; the authorised signatories and signing conditions; and the person authorised to execute the bank's forms. An authorised director then certifies the copy as true and affixes the company seal. For a foreign bank, translate and certify the set in the form that bank requires before filing.
Is a company seal still needed for documents sent overseas?
Under Thai law the seal is required when the company affidavit states that directors must sign together with the company seal; where the affidavit does not, the authorised directors' signatures suffice. In practice foreign recipients expect to see a seal and compare it against the affidavit, so affix it consistently with the affidavit's condition every time to avoid follow-up queries that delay the process.
Can a company translate its own affidavit and have a lawyer certify it?
If the destination is the Department of Consular Affairs for translation certification, its Legalization Division applies format and translator criteria, and self-made translations are often returned because the layout or registry terminology does not match. Where the destination is a private counterparty or bank, a translator's declaration plus signature certification is sometimes enough. The safe route is to ask the destination in writing what level of certification it needs before translation starts.
How does a foreign company authorise a Thai trademark filing?
Through a power of attorney signed by the person legally authorised to bind that company, naming the Thai representative and covering filing, amendment, responding to objections, and receiving notices from the Department of Intellectual Property. Signed outside Thailand it needs the same certification chain as any other power of attorney, plus Thai translation. Expect to also file evidence of the grantor's corporate existence to prove the signatory's authority.
Which corporate documents do Thai banks most often request from a foreign company?
A recently issued certificate of incorporation of the parent, the memorandum and articles, the shareholder register, minutes approving the account and naming signatories, passports and address evidence for directors and controlling shareholders, and a power of attorney where the person attending is not a director. Documents issued abroad must be certified and translated as the bank directs, and are typically accepted only within three months of issue.
Are electronic shareholder resolutions accepted abroad?
Yes where the articles permit electronic meetings and the record complies with the applicable rules, but some destinations still ask for a paper copy bearing the chairman's wet signature and the company seal. The practical approach is to produce paper minutes certified as a true copy, with a note on the electronic meeting method attached as an annex, so the recipient sees both Thai legal compliance and the format it recognises.
What are the risks of an open-ended power of attorney?
The main risk is that the attorney can still use the document after the business relationship ends, and revocation must be notified to third parties before it can be raised against them in many situations. Mitigate by setting an expiry date, limiting the scope to specific transactions, capping the value, and tying it to a named underlying document. On revocation, notify every counterparty and authority that received the original and keep proof of the notice.
How should financial statements sent to a foreign parent company be certified?
Use the statements signed off by a licensed Thai auditor and already filed with the Department of Business Development, then have an authorised director certify the copies as true and affix the company seal. If the recipient is a foreign authority or bank, add a translation with the translation certified at the Department of Consular Affairs, and a further embassy legalisation where that country does not yet accept apostilles from Thailand. Attach a covering letter citing the accounting period and filing date so the set can be traced back.
In a bilingual contract, which language should prevail?
Name one governing language explicitly, because without that clause any discrepancy turns into an interpretation dispute that lengthens proceedings. If you expect to litigate or enforce in a Thai court, choosing Thai reduces the translation burden under the Civil Procedure Code; if the forum is foreign arbitration, English is usually more practical. As good practice, have a single translator produce both versions and check them clause by clause before signing.
Can a foreign shareholder appoint a proxy to attend a Thai shareholders' meeting?
Yes. Use a proxy form identifying the meeting number and date, the number of shares represented, and voting instructions for each agenda item. If signed abroad, notarise it and add an apostille or Thai embassy legalisation depending on that country's convention status, then submit a certified Thai translation. Deliver the original to the company by the deadline in the articles of association, because the chair may refuse to count votes when the paperwork is incomplete.
What parent-company documents are needed to open a representative office in Thailand?
Typically the parent's certificate of incorporation, evidence of the authorised signatories, recent financial statements, and a letter appointing the Thailand office manager. Each must be certified in the country of origin by apostille or Thai embassy legalisation, then translated into Thai with the translation certified before filing with the Department of Business Development. Check that documents are not older than the registrar allows, since stale documents usually mean re-doing the whole set.
Are electronic signatures reliable for cross-border business contracts in Thailand?
The Electronic Transactions Act recognises electronic signatures that identify the signer and link them to their intent, but transactions with a prescribed statutory form — land rights registration and documents requiring signature certification, for example — still need paper. In practice many foreign recipients ask for a wet-ink original so it can be legalised, so confirm with the recipient first and always retain the platform's identity-verification audit trail.
What is a tax residence certificate used for and where do I get one?
It confirms Thai tax residence so you can claim reduced or exempt withholding tax under a double tax agreement. Apply to the Revenue Department with your registration documents and filed tax returns. Once issued, it can be legalised at the Department of Consular Affairs and the relevant embassy if the recipient requires it. State the tax year and the treaty country in the application, since certificates are normally issued per tax year and per country.
How should a large bundle of certified company copies be assembled?
Assemble one bundle per recipient, put an index page listing each document and its page count at the front, staple the corner and stamp across the join on every sheet to prevent substitution, and have an authorised director certify every page rather than just the first. Use colour copies made from the same original throughout so seals stay legible. This avoids the common rejection where the page count does not match the application form.
A director or the registered address changes while documents are being legalised — must we start again?
If the change is registered before the recipient receives the documents, obtain a fresh company certificate and legalise a new set, because the recipient will compare it with the current register and find a mismatch. If the change happens after filing, a supplementary fresh certificate with a short chronology letter usually resolves it. Where possible, avoid registering changes while critical documents are in the legalisation pipeline.
Can an English company affidavit be obtained directly from the DBD?
The Department of Business Development issues English-language certificates on request, though the filing channel and queue differ from the Thai version. If the overseas recipient needs onward certification, obtain a recently issued English certificate and then certify it at the Department of Consular Affairs as required.
What format should a board resolution take for overseas use?
State the date, time, venue, quorum, directors present, the resolution wording, and the authorised signatories with the company seal where applicable. Overseas recipients such as banks or company registries usually want the resolution to name the transaction and amount rather than use broad language.
How can a foreign company's documents be used in Thailand?
They must first be certified in the country of origin — by apostille for Hague Convention states, or by the Royal Thai Embassy there — then translated into Thai with the translation certified as the receiving Thai authority requires, such as the DBD or the Land Department.
How much stamp duty applies to a company power of attorney?
Rates for powers of attorney are set in the Stamp Duty Schedule of the Revenue Code, with different amounts for authority given to one person, to several, and for general authority. Insufficient duty can limit the document's evidential use, so verify the current rate before signing.
Should a group's documents be certified as one bundle or individually?
Certify each document separately so each stands alone, because some overseas recipients keep only one item on file. Binding everything into a single certified bundle often forces full copying and invites completeness objections.
What if the English company name is spelled differently in older documents?
Treat the spelling in the latest DBD certificate as authoritative and attach an explanatory letter citing the 13-digit registration number confirming it is the same legal entity. This reduces rejections by overseas banks and registries.
What certification level do financial statements need for a foreign tender?
Most tender bodies want statements signed by a licensed auditor with a certified translation; some also require consular certification and embassy legalisation. Read the tender instructions fully and confirm the required level in writing before starting.
How should a bilingual contract handle the governing language?
Include a clause stating which language prevails in the event of conflict, consistent with the governing law and chosen jurisdiction. If the contract will be filed with a Thai authority, keep a complete and accurate Thai version rather than a summary translation.
Does changing authorised directors affect documents already certified?
Documents signed and certified before the change remain effective as of their signing date, but overseas recipients usually want a fresh certificate showing current authority. Issue a new certificate and attach it while the transaction is still open.
How long does certification of company documents remain valid?
No statutory expiry applies, but recipients commonly require documents issued within three or six months. Ask about the accepted window before starting so documents do not age out while waiting in the certification queue.
What documents does a Thai company need to open a branch abroad?
Typically the company affidavit, seal certificate where applicable, memorandum of association, shareholder list, the resolution approving the branch, and a power of attorney for the representative — all translated and certified as the destination registry requires.
How should a foreign shareholder signing abroad have documents certified?
Have the signature certified in the country of signing, then apostilled or legalised at the Royal Thai Embassy, then translated into Thai with the translation certified before filing in Thailand. Check that the name matches the passport spelling everywhere.
Do online filings with foreign authorities still need paper originals?
Many registries accept digital files at submission but reserve the right to call for originals later. Keep the certified originals and high-resolution scans including every certification page so you can respond immediately.
Is a company seal still needed for cross-border transactions?
In Thailand it depends on the signing conditions recorded in the company affidavit; if the seal is required, affix it to every copy. Foreign counterparties may be unfamiliar with seals, so attach the affidavit page showing the signing authority conditions.
How can a Thai counterparty's corporate status be checked from abroad?
Search the Department of Business Development database using the 13-digit registration number, and ask the counterparty for a freshly issued affidavit confirming directors and signing authority on the contract date, cross-checked against identity documents shown at signing.
How much lead time should be allowed for corporate documents used abroad?
Allow roughly two to four weeks to cover a fresh affidavit, drafting resolutions, translation, the translation certification queue, any embassy step, and tracked international shipping.
Official sources referenced
- • กรมพัฒนาธุรกิจการค้า — หนังสือรับรองนิติบุคคลและงานจดทะเบียน (dbd.go.th)
- • สำนักงานคณะกรรมการกฤษฎีกา — ป.พ.พ. บรรพ 3 และ พ.ร.บ.การประกอบธุรกิจของคนต่างด้าว 2542 (krisdika.go.th)
- • กรมสรรพากร — บัญชีอัตราอากรแสตมป์ ใบมอบอำนาจ (rd.go.th)
- • สภาทนายความในพระบรมราชูปถัมภ์ — ทนายความผู้ทำคำรับรองลายมือชื่อและเอกสาร (lawyerscouncil.or.th)
- • กรมการกงสุล — นิติกรณ์และรับรองคำแปลเอกสารนิติบุคคล (consular.mfa.go.th)
- • กรมทรัพย์สินทางปัญญา — เครื่องหมายการค้าและ Madrid Protocol (ipthailand.go.th)
- • ธนาคารแห่งประเทศไทย — หลักเกณฑ์การแลกเปลี่ยนเงินและธุรกรรมข้ามประเทศ (bot.or.th)
- • HCCH — Apostille Convention (มีผลกับไทย 28 ก.พ. 2570)
Government fees and processing times on this page were last verified in July 2026 by our Notarial Services Attorneys registered with the Lawyers Council of Thailand. Figures follow published agency schedules, may change without notice, and actual turnaround depends on each authority's queue. Please reconfirm with the issuing authority before you file.