Corporate & business documents

Corporate certification differs from personal work in one decisive respect: the attorney must be able to see that the person signing has authority to bind the company. That authority normally comes from a currently issued company affidavit from the Department of Business Development, read together with the articles of association and, where necessary, a board resolution. If the affidavit shows that two directors must sign jointly with the company seal, a single-director signature will not satisfy the destination authority no matter how it is certified.

The documents that travel abroad most often are the DBD affidavit itself, the shareholder list, the memorandum, board resolutions authorising a transaction, and powers of attorney appointing a representative overseas. Foreign subsidiary registration, trademark filings, tender submissions, bank-account opening and cross-border transaction closings all draw from that same set. It is worth deciding early whether the destination wants each document legalised individually or the bundle stitched and legalised as one instrument, because the two approaches are prepared differently.

Powers of attorney require the closest reading. A specific power that names the transaction, the counterparty and the limits of authority is far less likely to be challenged than a broad general power. Where the power is to be used in a civil-law jurisdiction, the destination frequently prescribes wording or a minimum content, and drafting to that prescription before certification avoids a second round. The signing director must appear in person; a scanned signature or an earlier execution cannot be witnessed after the fact.

Translation quality carries commercial risk in this family. The legal name of the company, the registration number, the objectives and the wording of resolutions must be rendered consistently across every document in the bundle. A resolution that translates a director's title differently from the affidavit invites questions at the receiving registry. Keeping a terminology list for the transaction and applying it to every file in the set is standard practice for this reason.

For overseas use, documents intended for use abroad still follow the traditional chain today: a registered Notarial Services Attorney certifies the document, the Department of Consular Affairs of the Thai Ministry of Foreign Affairs legalises it, and the embassy or consulate of the destination country in Bangkok legalises it last. The 1961 Hague Apostille Convention only enters into force for Thailand on 28 February 2027 (source: HCCH). Transaction timetables should therefore treat legalisation as a scheduled workstream rather than an administrative afterthought, and closing dates should allow for the destination embassy's own processing calendar and public holidays.

The boundary of the attorney's role is again worth stating. Certification does not confirm that a resolution was validly passed, that a company is solvent, or that a transaction is lawful in the destination country. It confirms the copy against the original, or the signature and the identity of the signatory. Questions of corporate validity belong to Thai company law and to the counsel advising on the transaction.