Setting Up Subsidiaries, Branches and Representative Offices

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 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 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.

A representative office may only carry out non-revenue activities: sourcing goods, inspecting the quality of goods the parent has ordered, advising on the parent's products, disseminating information and reporting on business developments — funded solely by remittances from the parent. A branch may earn revenue and is taxed on profits arising in Thailand. Both are the same legal person as the parent, so the application must be supported by fully certified parent-company documents.

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.

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.

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.

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.