Corporate Bank Accounts, KYC and Ultimate Beneficial Owners

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.

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.

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.

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.

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.

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.

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.