The core answer
A chain does not lose control of its paperwork because it has too many branches. It loses control because every branch signs, hires and files in its own way. The fix is a short list of rules: the company decides which documents are standard, who may sign what, and where the originals and registers live.
The rule (Civil and Commercial Code, Revenue Code, Labour Protection Act). A shop lease longer than three years must be in writing and registered, or it is enforceable for three years only (section 538). A registered VAT operator that opens another place of business must notify the Revenue Department on ภ.พ.09 at least 15 days before opening. An employer with ten or more employees in total must have work rules in Thai (section 108 of the Labour Protection Act).
Our practical view. Give branch managers authority to run the shop, not to bind the company. Put head office in charge of three things: the lease and supplier template set, the signing authority list, and one master register of contracts and staff files. Everything else can be delegated.
1. What should head office control, and what can branches decide?
Think in three tiers.
| Tier | Examples | Who decides |
|---|---|---|
| Branch | Daily purchases within a budget, shift swaps, minor repairs, written warnings using the standard form | Branch manager |
| Area or head office | New suppliers over a set value, staff pay changes, dismissals, any contract with an automatic renewal | Head office or area manager |
| Directors | Leases, franchise or management agreements, loans, anything outside the template | Registered directors, with legal review |
Write the tiers down, give each a baht ceiling, and have the directors approve the list. A branch manager who is not a director can bind the company only by authority the company has given. Keep that authority as a signed delegation or power of attorney. Check who may sign for the company against its registered company certificate before a contract goes out; our guide on choosing corporate legal counsel covers when to bring a lawyer in.
2. Central templates: which documents and how to keep them uniform?
Standardise the documents that repeat across branches:
- Employment contract and probation terms
- Supplier and delivery terms
- Customer terms, vouchers and refund rules
- Confidentiality undertakings for staff
- Branch-opening checklist
Keep one master version with a version number and date. Branches use the master, not a copy of last year's contract from another shop. If a branch needs a change, it asks head office and the change is logged. A contract that was only agreed verbally can still bind the company, so tell branch managers not to promise terms by chat or phone; see verbal contracts in Thailand.
3. Shop leases: why does the three-year line matter?
For leases of land, shops and buildings, section 538 of the Civil and Commercial Code requires a written lease. If the term is more than three years, or for the life of the lessor or lessee, the lease must also be registered with the competent official. If it is not registered, it can be enforced for only three years, even if the paper says nine.
For a chain, that is a business risk, not a technicality. You may fit out a restaurant for four million baht in reliance on a ten-year lease that the landlord can ignore after year three. Before signing, check:
- Is the term over three years, including renewal options that are automatic?
- Who bears the registration fee, and is registration a condition in the lease?
- Does the landlord own the property, or is the landlord itself a tenant? A sub-lease depends on the head lease.
- Do you have a right to remain, or to be compensated, if the landlord sells?
- What happens to fit-out and deposit on exit?
Many chains solve this with a three-year term and renewal by a new agreement. That is simpler but gives less security for the fit-out. Decide deliberately, and record the choice in the lease register. For a related commercial lease issue, see ready-built factory leases; the registration point is the same.
4. Do branches need their own VAT registration?
The Revenue Code refers to the registered operator and its places of business (สถานประกอบการ), not to branches as such. In a ruling on a company that stored goods at a director's home, the Revenue Department said a place regularly used to store goods can itself be a place of business, so the company had to notify the additional place on ภ.พ.09 (section 85/7). The ruling also noted that the Code does not use the word "branch" for VAT.
What this means for a chain:
- Opening a new shop or kitchen: notify the Revenue Department on ภ.พ.09 at least 15 days before opening, to receive a registration certificate for that place (Revenue Department VAT Notification No. 131).
- Changing the name, address, type of business or goods and services of a place: notify within 15 days of the change.
- Closing a place: return its certificate within 15 days of closing.
- A central warehouse or commissary kitchen may also count. Ask your accountant before deciding that a storage site does not need to be registered.
The ภ.พ.09 form also has boxes for temporary closure of more than 30 days. Penalties for failing to notify exist under the Revenue Code; we have not listed amounts here. Assign one person at head office to own VAT registration changes, and tie it to the branch-opening checklist. For ongoing compliance, see accounting and tax compliance.
5. Work rules and staff files: do they apply branch by branch?
Work rules. Section 108 requires an employer with ten or more employees "together" (รวมกัน) to have work rules in Thai. According to the labour ministry, the employer must announce them within 15 days of reaching ten employees, keep a copy at the workplace or head office, and post them openly where employees work. They must cover working days and hours, breaks, holidays, overtime, pay day and place, leave, discipline and grievances. Amendments are announced within seven days of taking effect (section 110). The ministry page does not require the amended rules to be sent to the Department of Labour Protection and Welfare.
The text counts employees of the employer, which for a company means the whole company. Do not assume that ten small branches each fall below the threshold. Use one set of work rules, posted in every branch, with a record of the posting date and a photo. If a branch needs a local rule (for example, opening hours), add it in an annex.
Staff files. Keep one file structure for every branch:
- Signed employment contract and any amendments
- ID copy, work permit copy for foreign staff
- Warning letters, signed or witnessed
- Leave, overtime and pay records
- Training and licence records (clinics: professional licence expiry)
- Resignation or termination papers
Originals should reach head office within a fixed period, say 7 days of signing. A scan at the branch is a working copy. Have head office review dismissals and serious warnings before they are issued. If you move staff between branches, see our guide on relocating workplace employees.
6. How should employee data be handled under PDPA?
Staff are data subjects whichever branch holds their files. The company is the controller, and branches are not separate controllers. Practical rules:
- Tell staff, in a privacy notice given at hiring, what data you collect and why (ID, bank, health, fingerprint or face scan, CCTV).
- Limit access: the branch manager sees schedules and attendance; payroll and personal files stay with HR.
- Treat health data, biometrics and criminal-record checks as higher-risk and decide whether you need them at all.
- Do not circulate ID copies or contracts through branch LINE groups.
- Set a retention period and a rule for deleting files of departed staff.
Our guide on PDPA for HR sets out the lawful bases and the CCTV and fingerprint issues in full.
7. One register for contracts and staff: what goes in it?
A spreadsheet is enough to start. Record:
| Field | Why |
|---|---|
| Branch, counterparty, type | Who and where |
| Signatory and approval tier | Shows authority was checked |
| Start date, end date, renewal and notice dates | Prevents silent auto-renewal |
| Value, deposit, guarantee | Cash exposure |
| Registered? (leases over 3 years) | Section 538 |
| Location of the signed original | Needed in a dispute |
Review the register monthly and set reminders 90 days before every notice date.
8. When should a branch escalate to the advisor?
Send these to your lawyer or legal retainer before signing or acting:
- Any lease, franchise, management or joint-venture agreement
- Any contract outside the template, or with unlimited liability
- A dismissal, a disciplinary case with allegations of theft or misconduct, or a labour office summons
- A landlord notice to leave, a government inspection, or a customer injury claim
- A contract in a foreign language or with a foreign governing law
A short checklist saves the branch from guessing, and keeps legal cost for the cases that carry real risk.
Checklist: before the next branch opens
- Board approves the signing authority list and baht ceilings.
- Lease reviewed; if over three years, registration arranged.
- ภ.พ.09 filed at least 15 days before opening.
- Work rules posted at the new branch (employees counted company-wide).
- Employment contracts signed on the master template; originals sent to head office.
- Privacy notice given to new staff; access rights set.
- New branch added to the contract and staff registers.
- Escalation list given to the branch manager.
Further reading
- PDPA for HR: employee data, CCTV and monitoring
- Ready-built factory leases and registration
- Foreign-owned restaurants and cafés
- Choosing corporate legal counsel
- Verbal contracts in Thailand
Control a chain with three things: a signing authority list, a registered long lease and one set of work rules and files across every branch.
We help chains with lease and supplier templates, work rules, employment documents and an ongoing legal retainer. Initial consultation is free — call +66 92 254 2045 or send us the details. See also contracts and documents, HR documents and legal retainer.
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.
