Company Affidavit and DBD Certificates

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.

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.

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.

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.

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.

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 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 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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.