The core answer
When your client invests in Thailand, the question is rarely whether to use Thai counsel. It is who does what, who tells whom, and who approves spending. Agree those three things in writing and most problems between firms never start.
The rule (Labour Protection Act and Civil and Commercial Code). Thai law governs much of what a Thai company does day to day, whatever law governs the group. Employment is the clearest example: the Labour Protection Act B.E. 2541 applies to employees working in Thailand, and its rules on work rules, termination and severance cannot be contracted out of by a foreign-law employment contract. Company matters such as share registers, general meetings and filings follow the Civil and Commercial Code and the rules of the Department of Business Development.
Our practical view. Keep the client relationship and group strategy with the overseas firm. Give Thai counsel clear ownership of Thai-law work. Put both in a one-page responsibility table, a reporting format and a budget approval rule, and review them every quarter.
For the head-office view of the same problem, see managing a Thai subsidiary from abroad without a Thai legal team.
1. What does a workable split of roles look like?
The overseas firm usually knows the client, the group structure and the commercial aim. Thai counsel knows Thai law, Thai procedure and how Thai agencies work in practice. A good split uses both.
| Role | Overseas firm | Thai counsel |
|---|---|---|
| Client relationship and group strategy | Leads | Supports |
| Advice under the client's home law or a foreign governing law | Leads | Not involved |
| Thai-law advice, Thai documents, Thai filings | Informed or reviews | Leads |
| Contact with Thai authorities and courts | Informed | Leads |
| Consolidated reporting to head office | Leads | Provides Thai input |
| Budget approval | Approves or obtains client approval | Estimates and reports against estimate |
The table changes by client. What matters is that every row has one lead.
2. How should contract work be divided?
Contract review is where the line blurs most often. Sort contracts by governing law and by what they touch in Thailand.
| Contract type | Usual lead | Thai counsel's role |
|---|---|---|
| Thai-law customer and supplier contracts | Thai counsel | Review, negotiate, keep register |
| Leases of Thai premises | Thai counsel | Review, check registration requirements for long leases |
| Employment contracts and work rules in Thailand | Thai counsel | Draft and review under Thai labour law |
| Group intercompany agreements under foreign law | Overseas firm | Check Thai tax, signing and mandatory-rule points on request |
| Global templates rolled out to Thailand | Overseas firm | Localise: Thai-law points, language, stamp duty, signing formalities |
| Distribution or agency agreements in Thailand | Agree per contract | Check competition, termination and local-law points |
Write down who keeps the contract register for the Thai entity. If both firms keep one, neither is reliable.
3. Who looks after employment matters?
Employment is almost always Thai counsel's ground, because Thai labour law applies to work done in Thailand. Typical Thai counsel tasks:
- work rules for the Thai entity once headcount triggers the requirement
- employment contracts, probation, transfers between group companies
- warnings, investigations and terminations, including what must be stated in a termination letter
- work permits and visas for foreign staff, in coordination with immigration specialists if separate
- labour inspector visits and labour court claims
The overseas firm's role is usually to align group HR policy with what Thai law allows, and to make sure head office does not promise something in a group policy that conflicts with Thai rules. If a global policy and Thai law conflict, Thai law wins for employees in Thailand.
4. Who reports to whom, and how often?
Agree the reporting line and format before the first matter. A practical setup for most clients:
- Routine matters (contract reviews, HR questions): Thai counsel deals with the Thai entity's managers, with a monthly summary to the overseas firm.
- Significant matters (disputes, regulator letters, terminations of senior staff): Thai counsel reports to the overseas firm and the Thai entity together, the same day if urgent.
- Head-office reporting: the overseas firm consolidates, using Thai counsel's monthly summary.
Write down the escalation triggers. For example: any court document, any letter from a regulator, any claim above a level you set, any dismissal of a manager. Thresholds are your choice; no Thai law sets them.
Sample progress report (fictional)
The example below is entirely fictional. The companies and events are invented to show the format.
THAILAND MATTERS — MONTHLY UPDATE TO INSTRUCTING FIRM
Client: Example Holdings Ltd (fictional) Thai entity: Example (Thailand) Co., Ltd.
Period: [month, year] Prepared by: Thai counsel
1. SUMMARY (3 lines)
- Two supply contracts reviewed and signed with changes.
- One employee warning issued after review; no dispute so far.
- Decision needed: renewal of warehouse lease (see 4).
2. MATTERS THIS MONTH
| Matter | Status | Next step | Lead |
| Supply contract A | Signed | Add to register | Thai counsel |
| Supply contract B | Signed | Monitor delivery terms | Thai entity |
| Employee warning | Issued | Review in 30 days | Thai entity HR|
| Intercompany services | Draft | Thai tax check | Overseas firm |
3. DEADLINES (next 90 days)
- Warehouse lease: notice to renew due [date]
- Annual general meeting: to be held by [date]
4. DECISIONS NEEDED
- Lease renewal: renew on current terms / renegotiate / relocate.
Thai counsel's view: renegotiate the repair clause. Needed by [date].
5. BUDGET
- Routine work: within monthly scope.
- Out-of-scope work this month: none.
- Estimate pending approval: lease renegotiation (see separate note).
Keep Thai documents in Thai. The report points to them; it does not replace them.
5. When must Thai counsel ask for budget approval?
Agree a rule that both firms and the client can apply without debate:
- Monthly scope for routine work, with the types and volume of work written down.
- Written estimate before any matter outside the scope, approved by the client through the channel you choose.
- Phase approvals for disputes: assessment, demand, filing, trial, enforcement. Each phase is approved before it starts.
- Disbursements such as court fees, translations, notarisation and official fees listed separately.
- Variance rule: Thai counsel warns before an estimate is exceeded, not after.
This guide gives no figures. What a retainer covers and how it is priced depends on the client, the volume and the type of work; see what affects a monthly legal retainer quotation.
6. Where do conflicts and confidentiality fit?
Thai counsel checks conflicts against its own records when it takes on the client, and again when new parties appear. Tell Thai counsel when the client acquires a company, enters a joint venture or starts a dispute with a new party.
Agree who may receive advice. If Thai counsel's advice is meant for the client only through you, write it down. If the Thai entity's managers may instruct Thai counsel directly, list who they are. Do not assume that rules on privileged communications in your jurisdiction apply in Thailand; ask Thai counsel how advice in a given matter is protected.
International guidance such as the IBA International Principles on Conduct for the Legal Profession is a useful shared reference, but each firm stays bound by its own regulator's rules.
7. What goes wrong most often?
- Two firms, two registers. Contract and deadline registers kept in two places. Fix: one owner, shared access.
- Advice on foreign law by the wrong firm. Thai counsel asked to confirm a point of home-country law, or the reverse. Fix: say in every request which law the question is under.
- Instructions from too many people. Managers in Thailand and at head office both instructing Thai counsel on the same matter. Fix: list who may instruct.
- Late budget surprises. Work goes beyond the estimate without warning. Fix: the variance rule above.
- Group policy overrides Thai law. A global HR or compliance policy applied in Thailand without a Thai-law check. Fix: localisation step before rollout.
8. Checklist
- Name one lead per type of work in a responsibility table.
- Sort contracts by governing law and by what they touch in Thailand.
- Give Thai counsel ownership of Thai employment and filing work.
- Agree the reporting line, format, frequency and escalation triggers.
- Keep one contract and deadline register for each Thai entity.
- Agree a monthly scope, estimates for anything outside it and phase approvals.
- List who may instruct Thai counsel and who receives advice.
- Review the arrangement every quarter.
Further reading
- Referring a Thailand matter to local counsel: an intake checklist
- Managing a Thai subsidiary from abroad without a Thai legal team
- Measuring a legal retainer, with a sample executive report
- What affects a monthly legal retainer quotation
Give every type of Thai work one lead, one reporting line and one approval rule, and review them every quarter.
We act as Thai counsel on a monthly retainer for companies investing in Thailand, taking instructions either from the client directly or through its overseas advisers. Litigation is quoted separately, before work starts. For an initial consultation, call +66 92 254 2045 or send us the details. See also retained corporate legal counsel, labour compliance 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.
