Signing Authority, Authorised Directors and the Company Seal

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

Assemble one bundle per recipient, put an index page listing each document and its page count at the front, staple the corner and stamp across the join on every sheet to prevent substitution, and have an authorised director certify every page rather than just the first. Use colour copies made from the same original throughout so seals stay legible. This avoids the common rejection where the page count does not match the application form.

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.

Documents signed and certified before the change remain effective as of their signing date, but overseas recipients usually want a fresh certificate showing current authority. Issue a new certificate and attach it while the transaction is still open.

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.