Nearly all Thai cosmetics businesses start the same way: you have an idea, find a contract manufacturer, and have someone who "knows how to get things done" file the notification for you. The question of who should hold the notification certificate is usually skipped, because at that point it looks like just paperwork.
Then two years later, when you want to change factories, change importers, or sell the business, you will find that the question you skipped is the most expensive question in the business. This guide answers three purely legal matters: who should hold the certificate, who is liable when something goes wrong, and what must be written into the contract before you begin.
Notification Is Not a Certification of Safety
Cosmetics in Thailand are subject to a notification system with the Thai Food and Drug Administration (Thai FDA). The business operator notifies the product details and is responsible for the accuracy of the information submitted, while the agency has the power to inspect, order corrections, suspend, or take legal action at a later stage. Receiving the notification receipt is therefore not a certification that the product is safe, is of good quality, or may be advertised as stated in the notification.
The practical implication is significant: many brand owners believe that once they have "passed the FDA," they are legally safe. In reality, the notification receipt is merely evidence that the notification has been filed. If the formula contains a prohibited substance, the notified information does not match the actual product, or the label and advertising are incorrect, liability remains in full and falls first on the notifier.
That is why the question of who holds the notification receipt is not about convenience, but a decision about whose name will appear on the document that the agency will seek out first.
Who Should Be the Holder: Comparing Three Options
| Holder of the registration certificate | Advantages | Risks you must accept |
|---|---|---|
| Brand owner (your own Thai juristic entity) | Full control over the product; can change factories or distributors without disrupting the product | Your name is on the document that is called on first; you must have a documentation system and a genuinely responsible person |
| Importer or distributor | No need to set up a Thai juristic entity; can start selling quickly; the documentary burden is on the counterparty | The certificate is tied to the counterparty; if you change counterparties, the product may have to stop selling; the bargaining power is on their side |
| OEM factory | Most convenient at the start; the factory handles everything end-to-end | Tied to a single factory; difficult to switch manufacturers; and the formula may be entirely in the factory's hands |
The second row is the case we see most often in complaints from foreign brand owners, because the registration certificate is tied to the registrant, not to the brand. When the relationship with the distributor ends, brand owners often find that they still own the formula and the trademark, but have no right to sell their own products in Thailand until the process is carried out again in the name of a new registrant, which takes time and leaves all the stock sitting idle. In negotiation terms, that means the former partner holds the cards, forcing you to accept their terms.
The third row has a parallel problem: when the factory holds both the certificate and the formula, switching manufacturers because of declining quality or rising prices becomes a complete restart.
The main recommendation is to have the juristic entity you control be the holder, with other partners receiving rights under contract instead. If this option is not possible at the outset, at minimum there must be a contract clause requiring the holder to hand over and cooperate when the contract ends, together with a penalty of sufficient weight.
This decision is in the same set as the decision whether to sell into Thailand through a distributor or set up your own company, and should be made together, not as separate matters.
Trademarks Must Be Cleared Before Ordering Boxes Printed
The most painful damage in this business is not fines, but having to discard an entire batch of boxes and labels because the brand name conflicts with a trademark already held by someone else. Thailand's trademark system gives priority to whoever files first. Therefore, selling first does not mean you will win.
The correct order is: check the availability of the name and logo, file the application, and only then order the packaging to be printed — not the other way around. Details on who should hold the trademark and how the Thai company may use it are in the guide to brand ownership when setting up a company. If, however, your selling point is a formula or a production process, you must make a separate decision whether to register a patent or keep it as a trade secret (how to choose).
Labels and Advertising: Where Businesses Get Hit the Most
Cosmetic labels must display the statements required by law and must be in Thai. The part that causes businesses problems more often is the claims text.
Cosmetic advertising must not use statements that are false or exaggerated, or that mislead in a material respect about the product, especially statements that cause the understanding that the product can treat, alleviate, cure, or prevent disease, or alter the structure and function of the body, which exceeds the scope of being a cosmetic. Liability may extend to the advertiser and the publisher depending on the nature of the act, and is not limited only to the notifier.
The dividing line lies in whether the statement claims the normal beautifying and cleansing effects of a cosmetic, or oversteps into making a medical claim. The wording that frequently trips up businesses is the group that conveys the treatment of acne, melasma, hair loss, or the permanent alteration of skin structure.
The issue that today's entrepreneurs overlook is influencers and reviews. Statements that you did not write yourself but hired others to say are still a risk to the brand. What you should have is a set of guidelines for permitted and prohibited claims, specified in the review contract, the obligation to submit the script for approval before publication, the right to order removal or correction, and an indemnification clause for when the hired party speaks off-script.
When a User Has an Allergic Reaction or Suffers Harm
The law on liability for damage arising from unsafe products provides that business operators are jointly liable to the injured person. The injured person does not need to prove that the business operator acted intentionally or negligently, and a person who uses their own name or trademark in a way that leads others to believe they are the manufacturer is also liable as a business operator. However, agreements that exempt or limit liability to consumers in advance are unenforceable.
A brand owner who hires a factory to manufacture therefore stands fully in the position of a defendant, even if they have never touched the production line. A contractual clause stating that "the factory is solely responsible" does not deprive consumers of the right to claim against you, but it is still useful for recourse against the factory. The same principle applies to general industrial products. (Who is liable when products fail to meet standards)
What must be in place before an incident occurs, not after, is:
- An OEM contract that clearly specifies the formula and specifications, together with a warranty that no prohibited substances are present and an obligation to submit analysis results for every batch.
- Recourse and indemnification clauses covering consumer damages, product recall costs, fines, and legal fees.
- Product liability insurance with a coverage limit reasonable for the sales volume.
- A batch numbering and traceability system to contain a problem within a single batch instead of letting it spread across the entire brand.
- Clarity on who owns the formula, because if the formula belongs to the factory, you cannot switch manufacturers at all.
Checklist before launching your first product
- Decide in advance which juristic person will hold the product notification receipt, and put it in writing in the agreements with all parties.
- Check trademarks and file the application before ordering printed packaging.
- Have a lawyer review the label text and efficacy claims in a single round.
- Execute an OEM agreement that contains representations on the formula, audit rights, recourse provisions, and the formula owner.
- Set guidelines for advertising wording and contract terms for influencers starting from the first campaign.
- Keep documents for every batch in an organized manner, because they are the only thing that can actually be used on the day a complaint arises.
Summary
In the cosmetics business, the ใบรับจดแจ้ง (notification receipt) is not a safety certificate; it is a document identifying who is responsible, and it is the key that locks whether you can change business partners. Letting the importer or the factory hold it because it is convenient at the start is unknowingly handing bargaining power to the other side. Consumer liability, meanwhile, always follows the brand owner when your name is on the box. The safeguards are contracts with recourse, traceable documents, and checking the brand name before printing.
Suwanvara Law Firm provides brand-ownership and document-holder structuring, drafts and reviews OEM contracts, distribution contracts, and review-hiring contracts, and handles disputes when complaints or consumer cases arise. Consult the business law team or see business services.
This content is general information for understanding purposes and is not legal advice for any specific case. The requirements of each product and each formulation differ, so you should check with a legal advisor before ordering production or placing products on the market.