Corporate power of attorney for overseas use
A power of attorney by which the company appoints a representative to act abroad — incorporating a subsidiary, opening an account, signing a contract — which must define the scope precisely and carry certified signatures before it is used.
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.
In practice recipients typically ask for three items together: the power of attorney, a recent company affidavit and passport copies of both grantor and attorney. Preparing all three up front avoids repeated revision cycles.
Where the document will be used in another language area, produce a bilingual instrument or attach a certified translation so the recipient can verify the text without commissioning its own translation.
Documents to prepare
- A draft power of attorney naming grantor, attorney, scope of authority and duration
- A recent company affidavit showing the signing-authority condition
- Passport or ID copy of the granting director(s)
- Passport or ID copy of the appointed attorney
- The company seal where the affidavit requires it
Order of steps
- Check the signing-authority condition in the affidavit and assemble the correct set of signatories
- Draft the power of attorney with an itemised scope and an expiry date
- Sign before a Notarial Services Attorney or notary public
- Legalise at the Department of Consular Affairs and, if required, at the destination embassy
- Send the original to the attorney and keep a copy, diarising the expiry date
Pre-filing checklist
- All required signatories have signed and the seal is affixed where mandated
- The attorney's name is spelled exactly as in the passport they will present abroad
- The scope covers every step the attorney must actually take, including collecting documents
- An expiry date or revocation condition is stated clearly
- A company affidavit issued within the recipient's acceptable window is attached
Frequently asked questions
Does a corporate power of attorney need stamp duty?
The Revenue Code imposes stamp duty on certain instruments, including powers of attorney. The rate depends on whether authority is granted to one or several persons and for a single or multiple acts. Check the stamp duty schedule with the Revenue Department before signing.
Should the power of attorney have an expiry date?
Yes — it limits exposure if the attorney leaves the role, and many recipients want to see a clear end date. If no date is given, maintain a written revocation procedure.
Can the attorney be a foreign national?
Yes; Thai law does not prohibit it. Some destination authorities impose residence or work-permit conditions for particular acts, so verify case by case with the receiving authority.
Can a photocopy be used?
Most recipients require the legalised original. If several places need one simultaneously, execute and legalise multiple originals rather than copying a legalised one.
Is the power of attorney still good if the directors change?
In principle a validly granted authority survives until revoked, but foreign recipients usually ask for a current affidavit alongside it, so it is safer to reissue the power of attorney when the board composition changes.
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.