Thai Corporate Documents — 6 Cases

The certificate of incorporation is issued by the DBD registrar and states the company name, 13-digit registration number, incorporation date, registered capital, registered office, the list of directors and — most important for a foreign counterparty — the binding-signature condition: which director or combination of directors may sign for the company and whether the company seal is required.

Foreign recipients usually require a recently issued certificate. That window varies by recipient; three or six months is common, but Thai law sets no expiry for the certificate itself, so confirm the requirement with the recipient before ordering rather than reusing an old copy.

Board resolutions and shareholder minutes are internal company documents, not government records. Foreign recipients therefore rarely accept a page bearing only directors' signatures: they expect the signature to be certified first by a Notarial Services Attorney or notary public, after which the document can be legalised by the Department of Consular Affairs and the embassy.

Shareholder meetings of a private limited company are governed by the Civil and Commercial Code, Book III, Title 22, which covers quorum, notice of meeting and the special resolutions required for major matters such as amending the memorandum or articles of association. Public companies fall under the Public Limited Companies Act B.E. 2535 (1992), with different conditions. The choice between an ordinary and a special resolution must therefore match both the entity type and the subject matter.

A corporate power of attorney must be signed by the directors authorised in the company affidavit. If the affidavit requires two directors signing jointly with the company seal, a single-director signature does not bind the company and is usually rejected at the destination.

The scope should be written as an explicit list: which authority the representative may file with, which types of document they may sign, and whether they may receive funds or collect documents. Broad phrases such as 'to do all things necessary' rarely satisfy foreign banks and registrars, who read the text literally.

A limited company's financial statements must be audited by a licensed CPA and filed with the DBD within the statutory deadline after the accounting period closes. Recipients usually want the filed set together with proof of DBD submission, not an internal management account.

Por.Por.20 is the VAT registration certificate issued by the Revenue Department to registered operators; it evidences that the company is inside the VAT system and may issue tax invoices. A company below the compulsory registration threshold may simply not hold one, which does not imply irregularity.

When a Thai company registers a subsidiary or branch abroad, the foreign registrar usually asks for three core items: the parent's certificate of incorporation, a resolution approving the investment and a power of attorney for the local incorporator. All three pass through Thailand's legalisation chain and then the destination embassy.

In the opposite direction, a foreign company establishing a branch or representative office in Thailand must bring parent-company documents legalised in the home country and certified through the Thai embassy or another prescribed channel, translated into Thai for filing with the DBD. Certain activities fall under the Foreign Business Act B.E. 2542 (1999) and may require a foreign business licence first.

Certification by the Legalisation Division of the Department of Consular Affairs verifies that the translation matches the original — not that the original's content is correct or that the company is in good standing. Translations that add meaning, drop text or 'improve' the style are frequently returned even when they read better.

The company name must be the English name registered with the DBD, not a fresh transliteration chosen by the translator. Where no English name is registered, apply a consistent transliteration and reuse it identically throughout the set.