Notarial Services Attorney for Corporate Documents

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.

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. Electronic meetings are valid under the Thai law on meetings via electronic means provided the platform meets the prescribed security standards, and the minutes must record that the meeting was held electronically and how participants were identified. Foreign banks and counterparties will normally still ask an authorised director to certify the printed minutes in wet ink, and to have that signature certified by a Notarial Services Attorney before the pack is sent abroad.

The signing condition appears under the list of directors — for example two directors signing jointly and affixing the company seal, or only named directors being authorised. Read it in full: check whether the seal is required and which group of directors must sign with which. A signature that does not match the condition will be refused by banks, the Land Department or the foreign counterparty, and any legalisation already obtained is wasted.

Thai law does not compel every company to have a seal. However, if the company has registered a seal with the DBD and the signing condition says the company seal must be affixed, a document without it does not meet the condition and does not bind the company. In practice, documents leaving the country should carry a clear impression that does not overlap the signature and matches the registered specimen, because legalisation officers compare it against the affidavit.

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.

Pass the appropriate resolution (of the board or the shareholders, depending on the matter and the articles), then file the change with the registrar at the Department of Business Development together with the application form and identification documents of the new directors. A change of directors must be filed within fourteen days of the change. Obtain a fresh affidavit immediately after registration, because documents sent abroad must show the current directors and signing condition.

Thailand has no notary public system in the common-law sense. Instead the Lawyers Council of Thailand, under royal patronage, licenses lawyers who have completed the prescribed training as Notarial Services Attorneys. Their remit covers witnessing and certifying a signature made in their presence, certifying that a copy is a true copy of the original, administering oaths and affidavits, and certifying certain facts — which satisfies most foreign counterparties asking for notarisation of Thai corporate documents.

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.

It depends on the recipient. Private counterparties frequently accept a Notarial Services Attorney's certification on its own, but foreign government offices, courts, company registries and banks usually require a further layer from the Legalization Division of the Department of Consular Affairs, and in some cases attestation at the destination country's embassy in Thailand as well. Ask the recipient exactly how far the chain must go before you start, so nothing has to be redone.

The standard sequence is: (1) obtain the original extract from the DBD, or prepare the corporate document and have the authorised directors sign it; (2) have the signature or the true copy certified by a Notarial Services Attorney where the recipient requires it; (3) prepare the English or destination-language translation; (4) file for legalisation at the Legalization Division of the Department of Consular Affairs on Chaeng Watthana Road or at a participating regional office; and (5) obtain attestation at the destination country's embassy, if that country still requires it.

They must first be certified in the country of origin — typically by a notary public and then by the apostille authority or that country's foreign ministry — and then attested by the Royal Thai Embassy or Consulate-General there. Once in Thailand, the documents are translated into Thai and the translation is legalised by the Legalization Division of the Department of Consular Affairs. Only then will the DBD registrar, banks and the Land Department accept them in support of an application.

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 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.

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.

Where a group company seeks permission to use the parent's mark, or an existing owner consents to registration of a similar mark by a new applicant, the registrar asks for a letter of consent signed by the owner's authorised representative together with evidence of that authority. If the letter is executed abroad it must be certified by a notary public and attested by the Royal Thai Embassy, then translated into Thai with the translation legalised before filing with the Department of Intellectual Property.

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.

The company is bound only when two directors named in the authorised group sign together and the registered seal is affixed. A single signature, or a different seal, entitles the counterparty or bank to reject the document outright. Before any signing ceremony, pull a fresh affidavit and confirm both the signing condition and the list of directors are still current, because any change of director directly affects that condition.

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.

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 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 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.

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 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.

It should identify the proprietor, the permitted user, the mark and registration number, the goods and services, the territory, the term and quality-control conditions, and be signed by the authorised signatories shown on each company's affidavit. Where one side is abroad, notarise and obtain embassy attestation. A licence intended to have full effect in Thailand should additionally be recorded with the Department of Intellectual Property as the law provides.

Four steps: first obtain the freshest possible original extract from the Department of Business Development; second prepare a translation by a translator who certifies it, plus a Notarial Services Attorney certification where a director's signature must be witnessed; third legalise at the Legalization Division of the Department of Consular Affairs; fourth attest at the destination country's embassy or consulate in Thailand. Reversing the order — translating before pulling a fresh extract, for example — is the most frequent reason a whole set has to be redone.

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.

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.

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.

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.

If the destination is the Department of Consular Affairs for translation certification, its Legalization Division applies format and translator criteria, and self-made translations are often returned because the layout or registry terminology does not match. Where the destination is a private counterparty or bank, a translator's declaration plus signature certification is sometimes enough. The safe route is to ask the destination in writing what level of certification it needs before translation starts.

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.

Yes. Use a proxy form identifying the meeting number and date, the number of shares represented, and voting instructions for each agenda item. If signed abroad, notarise it and add an apostille or Thai embassy legalisation depending on that country's convention status, then submit a certified Thai translation. Deliver the original to the company by the deadline in the articles of association, because the chair may refuse to count votes when the paperwork is incomplete.

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.

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.

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.

Allow roughly two to four weeks to cover a fresh affidavit, drafting resolutions, translation, the translation certification queue, any embassy step, and tracked international shipping.