Commercial Contracts, Tenders and M&A Documents

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.

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.