Cross-Border Corporate Power of Attorney

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.