Board and Shareholder Resolutions

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.