Documents for branches, representative offices and cross-border subsidiaries
The parent-company set required to register an entity in another country, or the foreign parent's set required to establish a branch or representative office in Thailand, each of which must complete the full legalisation chain before filing with the registrar.
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.
If the project qualifies for investment promotion, the investor may apply to the Board of Investment, which grants activity-specific conditions and incentives. The eligible-activity list and conditions change with BOI announcements, so always check the version in force at the time of filing.
The most frequent cause of rejection is an inconsistent parent-company name across documents — an abbreviation in one, the full form in another. Fix a single English name format at the outset and use it identically everywhere.
Documents to prepare
- A recent parent-company certificate with a translation in the destination language
- A board or shareholder resolution approving the overseas establishment
- A power of attorney for the local incorporator
- The parent's memorandum and articles of association where the registrar requires them
- Passports of the directors and representatives to be named on the foreign register
Order of steps
- Confirm with local counsel or the destination registrar exactly which documents are needed and to what level of certification
- Assemble the parent documents and resolutions using one consistent company-name format
- Have signatures on company-drafted documents certified by a Notarial Services Attorney
- Legalise at the Department of Consular Affairs, then at the destination embassy
- Send the set to the local incorporator for filing and follow through to the registration number
Pre-filing checklist
- The parent's English name is written identically on every document, with no mix of abbreviation and full form
- The approving resolution names the country, activity and investment amount that will actually be filed
- The local attorney holds valid, unexpired identity documents
- Check whether the intended Thai activity falls under the Foreign Business Act
- Check the BOI announcement in force if investment promotion will be sought
Frequently asked questions
Is a foreign company's Thai branch a separate legal entity?
No. A branch is part of the foreign parent, so liability rests with the parent — unlike a Thai-registered subsidiary, which is a separate legal person under Thai law.
May a representative office earn revenue in Thailand?
A representative office has a limited scope fixed by law and its licence, generally non-revenue support activities. Confirm the permitted scope with the DBD and the foreign business legislation.
Must the foreign parent's documents be translated into Thai?
Yes. Filings with Thai registrars are made in Thai, and the translation must faithfully reflect the original already legalised in the home country.
Should BOI approval come before incorporation?
The sequence depends on the activity and BOI practice at the time; some projects apply for promotion first and incorporate afterwards, others the reverse. Confirm project by project with the Board of Investment.
Can one legalised set serve several countries?
Normally no, because the final certification is performed by each destination's embassy. Prepare separate originals for each country.
Want our team to review the corporate file before submission? Contact LINE @nycli, phone +66-83-249-4999 or email nycli@ilc.ltd and we will confirm the steps and a realistic timeline for your case.