The core answer
A company with no legal department does not need a lawyer to read every contract. It needs a route that every contract follows before anyone signs: one intake form, a risk tier, a named approver for each tier, a signature only from an authorised signatory, and a record kept afterwards. Most SME contract problems come from skipping that route, not from one bad clause.
The rule (Civil and Commercial Code and the Department of Business Development). A limited company is managed by its directors under its articles (Section 1144), and the dealings between directors, the company and outsiders follow the law of agency (Section 1167). In practice, the company certificate shows who is authorised to sign and how. The Department of Business Development also confirms that the company seal is registered only where the directors' authority requires it.
Our practical view. Write the route down on two pages, assign an owner, and use it for every contract for 90 days. The tier thresholds below are examples, not legal requirements. Set them to what your company can afford to lose.
This guide is about the workflow. For what the clauses should say, see our guides on software development contracts and verbal agreements.
1. What does a minimum contract-control system contain?
Seven parts. None needs software; a shared drive and a spreadsheet are enough to start.
- Intake. Nobody starts negotiating until a request form is filled in.
- Risk tier. The request is sorted into low, medium or high.
- Approval matrix. Each tier has named approvers.
- Review and negotiation log. Changes and who agreed to them are recorded.
- Signing. Only an authorised signatory signs, in the registered way.
- Storage. One place holds the final signed copy and the approval record.
- Register. A list of live contracts with the dates that matter.
2. Who is actually allowed to sign?
This is the step owners most often assume instead of check.
- The registered authority controls. The company certificate from the Department of Business Development lists the authorised directors and how they sign: one alone, two together, or with the seal. A signature outside that pattern is a question of authority waiting to be argued.
- The company seal is not always required. The Department's registration guidance says a company may choose not to register a seal if the directors' authority does not require the seal. If your certificate does require it, the seal is part of signing.
- Non-directors need written authority. A manager who signs needs a power of attorney that states what they may sign and up to what value. Under the agency rules, a company that holds someone out as its agent can find itself bound towards a good-faith outsider (Section 821). That is why you should not let a salesperson sign "for convenience."
- Check the other side too. Ask for the counterparty's recent company certificate and keep it with the contract.
- Do not rely on a certificate that is a year old. Registered authority can change. Pull a fresh one for contracts in the middle and high tiers.
For online signing, the seal and the identity evidence, read signing company contracts online. We do not repeat it here.
3. What goes on the intake form?
One page, filled in by the person who wants the contract, not by the director. Keep it short enough that people complete it.
| Field | Why it matters |
|---|---|
| Counterparty legal name and company number | Contracts are often signed with a brand, not the entity |
| What we get / what we pay or earn | Sets the value and the tier |
| Term, renewal and notice period | Feeds the register |
| Our internal owner | One person responsible after signing |
| Who drafted it (us, them, standard form) | Their paper needs closer review |
| Unusual terms the requester noticed | Penalties, exclusivity, foreign law, IP transfer, personal guarantees |
| Deadline to sign | Shows whether review time is real |
| Related documents (quote, order, terms and conditions) | Many disputes are about which document applies |
4. How do you tier risk and set approvals?
Use value and type of risk. The amounts below are a hypothetical example; replace them with figures that match your cash position.
| Tier | Example trigger | Reviewer | Approver | Outside counsel |
|---|---|---|---|---|
| Low | Standard form, value under 50,000 baht, term under 12 months, no unusual terms | Requester's manager | Department head | No |
| Medium | Value 50,000 to 500,000 baht, or auto-renewal, or exclusivity | Finance or operations lead | Managing director | Only if a trigger below applies |
| High | Over 500,000 baht, or long term, or any trigger below | Managing director plus finance | Authorised director(s) | Yes |
Adjust three things for your business: the money thresholds, who reviews, and which clauses always push a contract up a tier. Put the matrix in a single table that everyone can see.
5. What should always go to outside counsel?
Pick triggers that do not depend on someone's judgment that day. Examples:
- The contract transfers or licenses intellectual property, or the counterparty will build something for you.
- Liability is unlimited, or you give an indemnity or a personal guarantee.
- You are asked to accept foreign law, foreign courts or arbitration.
- Land, buildings, leases or shares are involved.
- The contract is exclusive, includes a non-compete, or is a long-term supply deal.
- Personal data is shared or processed on your behalf.
- The counterparty or its lawyers have drafted it and will not accept changes.
- A dispute is already brewing.
The lawyer's time is cheaper when you send the right pack: the intake form, the full contract and attachments, your commercial priorities, and the points you are unsure about. For when a retainer is better than case-by-case hiring, see choosing corporate legal counsel.
6. How do you run the negotiation without losing control?
- One version at a time. Name files with a date and a version, and have one person circulate them.
- A short negotiation log. For each point record what they asked, what you decided, and who approved. A spreadsheet row is enough.
- Keep your fallback positions written on the intake form, so staff know what they can concede without asking again.
- Do not agree by message and sign later without checking. Chat messages and emails during negotiation can still matter as evidence of what was agreed. See verbal agreements.
- Final read. Before signing, one person compares the signature version against the last agreed version.
7. What do you keep after signing?
- The signed copy, complete with annexes, in one folder with fixed naming.
- The approval record: the intake form, the approver's sign-off, and the negotiation log.
- The signer's authority: the certificate used or the power of attorney.
- A copy for the internal owner with the key dates.
On form, the Electronic Transactions Act says a message must not be denied legal effect just because it is electronic data (Section 7), and that where the law requires writing, electronic data that can be accessed and reused without changing its meaning counts as writing (Section 8). Whether an electronic signature is enough for the particular contract is a separate question; see the e-signature guide above. Contracts for some transactions, such as land, still need special formalities.
How long to keep files: the general limitation period under the Civil and Commercial Code is ten years where no shorter period applies (Section 193/30), and some claims have shorter periods. Accounting and tax records have their own retention rules. Check those with your accountant instead of using one period for every file.
8. What belongs in a contract register?
A spreadsheet with one row per live contract is enough. Columns:
- Counterparty and contract title
- Internal owner
- Start date and end date
- Renewal type (manual or automatic)
- Last date to give notice of non-renewal or termination
- Value and payment dates
- Tier and approver
- Where the signed copy is stored
Add a calendar reminder at least 60 days before each notice date, or longer for big contracts. Review the register monthly in a management meeting, and have a lawyer sample it once a year.
9. Common failures
- Signing by someone not in the certificate, with no power of attorney.
- Signing first, approving later. The route exists but is used after the event.
- Using the counterparty's form untouched because the deal is "standard."
- Missing the notice date so a contract auto-renews.
- Different versions in different inboxes, with no record of what was agreed.
- No internal owner, so nobody manages the contract after signing.
10. Checklist: set up in one month
- Write the two-page route: steps, forms, owners.
- Pull the current company certificate and note the signing pattern, seal included.
- Prepare powers of attorney for any staff who must sign, with value limits.
- Create the intake form and the register.
- Agree the tiers and approval matrix at director level.
- List the outside-counsel triggers.
- Move existing contracts into the register, starting with the ones that renew soon.
- Review the system after 90 days.
Further reading
- Signing company contracts online
- Are verbal agreements enforceable in Thailand?
- Choosing corporate legal counsel in Thailand
- Software development contracts and source code
A contract control system is a route every contract follows: form, tier, named approver, registered signatory and a register of dates, so a lawyer is used where it matters.
We help companies draft contract templates, approval routes and powers of attorney. Initial consultation is free — call +66 92 254 2045 or send us the details. See also contracts and documents, legal retainer and corporate secretarial.
This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.
