Thai Company Documents for Use Abroad: Notarisation and Legalisation

Documents commonly requested

Typical requests from overseas counterparties include:

• The company affidavit (certificate of registration) issued by the Department of Business Development.
• The list of shareholders (Bor Or Jor 5) and memorandum or articles of association.
• Board or shareholder resolutions approving a transaction, account opening or authorised signatory.
• Specimen signatures or identity documents of directors.
• Powers of attorney granted by the company.

Getting the source documents right

Use recently issued DBD certificates; many foreign banks accept them only for a limited period. Make sure the authorised directors and signing conditions in the affidavit match the people who will sign the resolution or power of attorney. If they do not, the company may need to register a change before the documents can be used.

Certification, translation and signing

The attorney certifies true copies of the original documents and attests the signatures of the authorised directors, who must attend with original identification. Thai-language documents generally need certified English or destination-language translations; we coordinate translation and certification so the set is consistent.

Authentication for the destination

Government tenders and courts abroad usually require legalisation of the attorney's signature by the Ministry of Foreign Affairs and the destination embassy. Banks and private counterparties sometimes accept notarised copies directly.

Thailand acceded to the Apostille Convention on 30 June 2026 and the Convention enters into force for Thailand on 28 February 2027. Until then, documents normally follow the consular legalisation chain; from that date, an apostille may replace it for covered public documents where the Convention applies between Thailand and the destination country.

How should corporate powers of attorney and board resolutions be drafted to satisfy both Thai company law and foreign registry standards?

When Thai corporate entities open overseas bank accounts or participate in foreign tenders, documents such as powers of attorney and board resolutions require careful dual-jurisdiction drafting. A Thai company acts through its authorised directors in accordance with the specific signing conditions and corporate seal requirements registered at the Department of Business Development (DBD). Conflict arises when a foreign template specifies individual signatory powers or omits the mandatory corporate seal required by the Thai company's registered articles of association and DBD affidavit.

To prevent procedural rejection, these governance instruments should be drafted in bilingual format or accompanied by an authenticated English counterpart reflecting registered DBD conditions. The board resolution must recite the statutory basis of the directors' authority, record meeting compliance, and articulate specific mandates. Thai Legal & Immigration Consulting Service Co., Ltd., through its 7 Notarial Services Attorneys in Bangkok (Lat Phrao Soi 95) and Khon Kaen, assists corporate clients in aligning resolutions and powers of attorney with registered DBD records while addressing overseas expectations.

Furthermore, generic power-of-attorney formulations frequently fail foreign compliance checks. Overseas banking institutions routinely examine whether the delegation covers high-value transactions, account administration, or dispute resolution explicitly. Ensuring that the mandate is exhaustively defined, supported by board minute extracts, and executed by authorised directors whose signatures match their identification credentials avoids compliance queries from delaying commercial transactions abroad.

What role do Notarial Services Attorneys play in authenticating director capacity and corporate existence under Thai regulations?

Thailand does not maintain a civil-law public notary system analogous to those in continental European or Latin American jurisdictions. Instead, the attestation of signatures, verification of corporate status, and certification of documents for international use are performed by Notarial Services Attorneys registered by the Lawyers Council of Thailand under Regulation B.E. 2551. These legal practitioners are licensed advocates who have undergone specialised training to execute notarial acts recognised in transnational commerce.

When verifying corporate instruments destined for use overseas, the Notarial Services Attorney examines current Department of Business Development records to confirm the active corporate existence of the Thai entity and verify director signing powers. The authorised directors must appear in person before the Notarial Services Attorney, present original identification documents such as valid passports or Thai national identity cards, and execute the instrument in the practitioner's physical presence alongside the impression of the registered corporate seal. The attorney verifies that the individuals appearing possess lawful capacity to bind the juristic entity.

The Notarial Services Attorney then issues an official notarial certificate confirming the genuineness of the signatures, the signatories' identity, and their corporate capacity. While this certificate provides formal legal attestation under Lawyers Council of Thailand regulations, commercial parties should note that the ultimate determination of whether the notarisation meets specific jurisdictional criteria rests entirely with the receiving authorities, courts, or financial institutions in the destination country, who establish their own legal evidentiary standards.

How does the transition from consular legalisation to the Apostille Convention affect cross-border corporate filings originating in Thailand?

Cross-border corporate transactions involving Thai entities have historically required a multi-step chain legalisation process to achieve international evidentiary standing. Under this procedure, documents certified by a Thai Notarial Services Attorney or issued by a government registry must first undergo signature and seal authentication by the Legalization Division of the Department of Consular Affairs at the Ministry of Foreign Affairs (MFA) of Thailand. The package must then be submitted to the destination country's embassy or consulate accredited to Thailand.

This authentication regime will change following Thailand's accession to the Apostille Convention on 30 June 2026. The Apostille Convention enters into force for Thailand on 28 February 2027. Once the treaty becomes effective between Thailand and another contracting state, the requirement to present corporate documents to foreign embassies in Bangkok will be replaced by an apostille certificate issued directly by Thailand's designated competent authority for covered public documents. This transition is designed to simplify cross-border filings, tender submissions, and subsidiary registrations across participating jurisdictions.

Corporate executives must navigate this framework carefully during the transitional timeframe. Until 28 February 2027, consular legalisation remains mandatory, and foreign authorities will reject documents that lack requisite MFA and embassy stamps. Even after the Convention takes effect for Thailand, consular legalisation will continue to govern documents destined for non-contracting states or where an objection has been raised under the Convention. Companies preparing international filings can consult receiving authorities or contact Thai Legal & Immigration Consulting Service Co., Ltd. via LINE @Thailegal to verify the appropriate legalisation route.

Which common pitfalls arise when presenting Thai commercial registers and shareholder lists to overseas banks and compliance officers?

Foreign commercial banks and corporate registries routinely request primary formation records of Thai entities to conduct Know-Your-Customer (KYC) and Ultimate Beneficial Ownership (UBO) reviews. Cornerstone documents include the DBD registration affidavit, the Memorandum and Articles of Association, and the list of shareholders, known as Bor Or Jor 5. While standard domestically, overseas compliance departments frequently raise queries regarding these documents due to transliteration discrepancies, structural complexities, or the specific formatting conventions of Thai corporate filings.

A frequent source of delay involves the romanisation and translation of Thai corporate records. The DBD issues company affidavits and shareholder registers exclusively in the Thai language. When these records are translated into English, any divergence in the phonetic spelling of director or shareholder names compared to foreign passports can trigger compliance queries or administrative rejection. Furthermore, overseas institutions often question corporate shareholders disclosed on the Bor Or Jor 5, requiring certified chain-of-ownership documentation identifying natural persons. Certified translations must render every registrar notation, seal, and share class with strict fidelity to the original.

Another common pitfall involves document validity windows and corporate seal requirements. Overseas financial institutions frequently enforce strict validity periods, declining to accept DBD certificates or shareholder lists issued more than thirty, sixty, or ninety days prior to submission. In addition, where a Thai company's registered signing condition requires both an authorised signature and the corporate seal, failing to physically stamp the Bor Or Jor 5 or certified resolution leaves the document defective under Thai practice. Corporate groups should confirm all counterparty requirements prior to execution.

Related services

• Notarial Services Attorney
• Thai Limited Company Registration

Frequently asked

Sources & references

1. Lawyers Council of Thailand — checked 2026-11-04
2. Department of Consular Affairs – Legalization — checked 2026-11-04
3. Department of Business Development — checked 2026-11-04