Managing a Thai Subsidiary from Abroad Without a Thai Legal Team

The core answer

A Thai subsidiary can be run well from abroad without a Thai legal department. It needs four things: a clear list of who may sign, a rule for which documents must exist in Thai, a reliable way to send powers of attorney, and one named person who owns the legal calendar and reports to head office.

The rule (Thai law and agencies). A Thai limited company is managed by its directors under its articles (Civil and Commercial Code s.1144), and the directors who can bind the company are the ones registered with the DBD. Thai courts work in Thai (Civil Procedure Code s.46). An employer with ten or more employees must have Thai-language work rules (Labour Protection Act s.108).

Our practical view. Head-office policy and Thai registration are two separate layers. Policy says who must approve. Registration says whose signature the Thai company is legally bound by. Most problems we see come from the two layers not matching.

For the recurring tax and filing cycle, read accounting and tax obligations of a foreign-owned Thai company. This guide does not repeat it.

1. Who can actually sign for the Thai company?

The people named in the company certificate (หนังสือรับรอง). The DBD's incorporation material lists "the names or number of directors who may sign for the company" as a registered item, and says the company may leave out a seal registration if the directors' authority does not require the seal to be affixed. If the authority reads, for example, "two directors sign together and affix the company seal", then a document signed by two directors without the seal does not follow the registered authority.

Points to settle with head office:

• Match policy to registration. If head office wants two signatures on contracts over a set value, either register that authority or add an internal approval step before the registered signatory signs.
• A person at head office is not a signatory unless registered. A regional director or GC who is not a Thai company director cannot sign for the company by title alone. They can approve internally, or they can hold a power of attorney.
• Changing the authority takes a formal step. Changes to registered particulars are filed with the DBD by the directors with the current registered authority. See changes to a company after registration.
• Seals. The DBD says a lost or damaged seal, or a new seal design, must be registered, and that the directors with the registered authority file it. Keep the seal in Thailand under a named custodian and log its use.
• E-signatures. Whether a signature can replace the seal is covered in electronic signatures for company contracts.

2. Which documents must be in Thai?

On a bilingual contract, the safest drafting is one clause saying which version prevails, and a second saying the other is for convenience only. If you leave the question open, a Thai court deals with the Thai text and a translation, and the dispute then includes what the English meant. Head office should also know that an English-only contract is usable but will probably be translated by someone else's translator if it reaches court.

For employment contracts, English is allowed, but a Thai version avoids disputes about what an employee understood. We would not leave a dismissal or discipline document in English only.

3. How do we send a power of attorney from head office?

A power of attorney (หนังสือมอบอำนาจ) lets someone in Thailand act for the company or for a head-office officer.

1. Draft it to the task. Under the Civil and Commercial Code, an agent with a specific mandate can do only what is necessary for the task (s.800). A general mandate covers acts of management but not certain acts, such as selling or mortgaging immovable property (s.801). Name the acts, the person, and the period.
2. Sign before a notary in the country where the officer signs, together with proof that the signer has authority to sign for the foreign company.
3. Legalise for use in Thailand. Today this is normally done through the Thai embassy or consulate. Thailand deposited its accession to the Apostille Convention on 30 June 2026, and the HCCH status table gives 28 February 2027 for entry into force. Until that date, ask the Thai embassy or consulate and the Thai receiving office which route they require. After that date, an apostille from another contracting state is expected to replace the consular step for covered public documents; the Convention has exclusions, so confirm for each document.
4. Translate into Thai if the receiving office asks for it.
5. Keep a register of every power of attorney: grantor, holder, scope, expiry, original location.

For the Thai-side certification steps, see documents that need notarisation. To avoid sending paper every time, ask whether a standing power of attorney or a registered director in Thailand is the better tool.

4. How should board and shareholder decisions be run?

Directors and shareholders abroad can take part in meetings electronically if the legal conditions are met. Notice, quorum, minutes and record keeping are covered in online shareholder and board meetings. From a coordination view, the useful habit is to prepare a calendar of fixed decision points, such as the annual general meeting, approval of accounts and director changes, and circulate papers early enough for head office to review.

5. What does HR require?

If the Thai subsidiary has ten or more employees in total, section 108 requires work rules in Thai. The Labour Protection Department says the employer must announce them within 15 days of reaching ten employees, keep a copy at the workplace and post them openly. Amendments must be announced within seven days of the date they are adopted. We did not find a requirement in section 108 to file the initial rules with the labour office, but ask the local labour office if you want to be certain.

Head office should not apply its global handbook as the Thai work rules. Adapt it, and have the Thai text reviewed. For a wider check of the employment file, see the labour compliance audit guide.

6. What should the Thai team report to head office?

The law does not set a reporting rhythm between parent and subsidiary, so this is governance. We suggest a one-page monthly report with:

• registered particulars that changed (directors, address, capital, authority);
• documents expiring in the next 90 days (powers of attorney, licences, work permits, leases);
• contracts signed above the approval threshold;
• open disputes, demand letters and regulator letters;
• calendar items due in the next 60 days.

7. Hypothetical example

A European group has a Thai subsidiary with 12 employees. Two Thai directors are registered to sign together with the seal. The regional GC reviews contracts in English. Under the points above, the group should (a) have the two directors sign after the GC's approval, (b) include a prevailing-language clause, (c) confirm that Thai work rules exist, and (d) keep a log of powers of attorney. This is an illustration only, not a real matter.

8. Checklist

1. Obtain a recent company certificate and compare the signing authority with head-office policy.
2. Decide who holds the seal, and keep a log.
3. Add a prevailing-language clause to bilingual contracts.
4. Prepare certified Thai translations of key contracts.
5. Check the headcount against the ten-employee line and confirm Thai work rules exist.
6. Keep a register of powers of attorney with scope and expiry.
7. Verify with the Thai embassy or consulate which legalisation route applies to each document.
8. Name one owner of the legal calendar and agree the monthly report.

Further reading

• Accounting and tax obligations of a foreign-owned Thai company
• Documents that need notarisation
• Online shareholder and board meetings
• Company changes after registration
• Choosing corporate legal counsel

A Thai subsidiary is safest when the registered signatories, the Thai-language documents and the legal calendar are settled in Thailand, and head office approves policy rather than signing around it.

We act as a retained legal team for foreign-owned Thai companies: corporate secretarial work, contracts, powers of attorney and HR documents. Initial consultation is free — call +66 92 254 2045 or send us the details. See also legal retainer, corporate secretarial, contracts and documents and HR documents.

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.