The core answer
A referral works when Thai counsel can answer three questions on the first day: can we act, what is due when, and what exactly are we being asked to do. Everything else can follow.
The rule (Lawyers Act, Criminal Code and Civil Procedure Code). Only lawyers registered and licensed by the Lawyers Council of Thailand may plead or appear in Thai courts (Lawyers Act B.E. 2528). Thai lawyers owe a duty to keep client secrets, backed by the Lawyers Council's rules on professional conduct and by the Criminal Code, which makes it an offence for a lawyer to disclose a secret learned through the profession in a way likely to cause harm (Criminal Code s.323). When a foreign-language document is filed, the court orders a certified Thai translation of the whole or the essential parts (Civil Procedure Code s.46).
Our practical view. Send the matter in two stages. First a short referral note that lets Thai counsel run a conflict check and scope the work. Then, once the engagement is agreed in writing, the confidential file. Firms that send the whole file on day one create work and risk for both sides.
This guide is written for the referring firm. If your client is a company managing its own Thai subsidiary, see managing a Thai subsidiary from abroad.
1. Who is the client, and who gives instructions?
Settle the structure before anything else, because it decides who signs, who pays and who receives advice.
| Model | How it works | Points to agree |
|---|---|---|
| Overseas firm instructs | Your firm engages Thai counsel on behalf of your client. Thai counsel reports to you. | Who in your firm gives instructions, how the end client is identified for Thai purposes, who signs court documents, who is invoiced |
| Direct engagement, overseas firm coordinates | The client engages Thai counsel directly. You stay involved as the client's lead adviser. | Whether Thai counsel may take instructions from you, whether you are copied on all advice, how disagreements are resolved |
| Direct engagement, handover | You refer and step back. | What Thai counsel should tell you, if anything, and with the client's consent |
Whatever the model, the person who is a party to Thai proceedings signs the power of attorney appointing Thai counsel. An overseas firm cannot sign that in its own name for a client.
2. What should the first referral note contain?
Keep the first note short. It is a scoping document, not a brief.
| Item | Why Thai counsel needs it | What to send |
|---|---|---|
| Parties | Conflict check | Full legal names of every party, parent companies and key affiliates, any known opposing counsel |
| Nature of the matter | Scoping and fit | One paragraph: dispute, transaction, regulatory issue or advice |
| Deadlines | Triage | Any served claim, court date, contractual notice, limitation concern, regulator reply date |
| Forum and law | Strategy | Governing law clause, dispute resolution clause, where assets and people are |
| Expected output | Scope | Advice memo, letter, filing, due diligence report, ongoing support |
| Reporting | Practicality | Language, format, frequency, who receives reports |
| Budget expectations | Planning | Whether the client needs a phased estimate and an approval point before each phase |
If you are not sure whether something is relevant, mention it in a line. It is easier for Thai counsel to ask for more than to discover late that a deadline was in a document nobody sent.
3. Which deadlines should be flagged on day one?
Put dates at the top of the note, with the source of each date.
- Served claims. A defendant served with a Thai claim has a short period to file an answer, counted from service. Say when and how the client was served, and send the summons as soon as you have it.
- Judgments. An appeal against a first-instance judgment must generally be filed within one month of the judgment being read. If a judgment has been given, tell us the date at once.
- Limitation. Thai prescription periods vary by type of claim and some are short. Give the dates of the contract, the breach or the last payment, and any written acknowledgement of debt, so Thai counsel can check the period for the claim.
- Contract notices. Termination notices, cure periods and renewal windows set by the contract.
- Regulators. Any date in a letter from a Thai authority.
Do not rely on a deadline that applies in your own jurisdiction. Ask Thai counsel to confirm each date in writing for the matter.
4. Which forum and governing-law questions come first?
These four questions shape almost every Thai matter.
- Is there an arbitration clause? If so, Thai courts will usually not decide the merits, and the question becomes where the arbitration sits and whether any award will need enforcing in Thailand.
- Which law governs the contract? A foreign governing law does not stop a Thai court hearing a case, but foreign law has to be proved as a fact, which adds time and cost.
- Where are the assets? A judgment is worth what can be enforced. If the other side's assets are in Thailand, a Thai judgment or a recognised award is usually what you need.
- Is there a foreign judgment already? Thailand has no general regime for registering foreign court judgments. A foreign judgment is generally used as evidence in a new action in the Thai court, so plan for that rather than for registration.
5. What should you hold back until the engagement is agreed?
Separate what clears conflicts from what is confidential.
Send in the first note: party names, a one-paragraph description, key dates, the forum question and what you want delivered.
Hold until the engagement letter is signed: the client's internal correspondence, legal advice already given, witness statements, settlement positions, commercial terms that are not needed for scoping, and personal data beyond what identifies the parties.
Two reasons. A conflict check should not be done with a full file in hand: if Thai counsel cannot act, it should not have seen the confidential material. And personal data rules in your jurisdiction and in Thailand both favour sending only what is needed for the purpose at each stage.
Mark confidential material as such when you send it, and agree one secure channel for documents.
6. What should the scope and exclusions say?
The scope is where most later disagreements start. Write what is in and what is out, and how changes are approved. The block below is a hypothetical example. The matter is invented to show the format.
SCOPE OF ENGAGEMENT — EXAMPLE ONLY (fictional matter)
Instructing firm: [Overseas firm] End client: [Client Co.]
Matter: Unpaid supply invoices owed by a Thai buyer
INCLUDED
1. Review of contract, invoices, delivery records and correspondence
2. Written assessment: claim strength, limitation, forum, likely steps
3. One demand letter in Thai, with an English copy for the client
4. Report to instructing firm after each step
EXCLUDED unless separately agreed
- Filing suit and court attendance
- Asset searches beyond public company records
- Advice on the law of any country other than Thailand
- Translation of documents beyond the key contract terms
- Official fees, translation, notarisation, legalisation and courier costs
- Enforcement of any judgment or award
CHANGES
- Any step outside the scope: written estimate first, client approval
through the instructing firm before work starts
Note the line on foreign law. Thai counsel advises on Thai law. Questions under the governing law of a foreign contract, or under your client's home law, stay with you or with counsel in that country.
7. How should conflicts, confidentiality and fees between firms be handled?
The IBA International Principles on Conduct for the Legal Profession are a common reference point for cross-border work. They cover independence, conflicts of interest, confidentiality and fees, among others. They are guidance. They do not replace the rules of the Lawyers Council of Thailand or the rules of your own regulator, and where the rules differ, each lawyer remains bound by their own.
In practice:
- Conflicts. Thai counsel runs its own check against its own records. Tell us promptly if new parties appear, because the check has to be repeated.
- Confidentiality. Agree who may see what. If you want Thai counsel to communicate only through you, say so in writing.
- Privilege. Do not assume your home jurisdiction's rules on privileged communications apply in Thailand. Ask Thai counsel how communications in the matter are protected before sensitive advice is exchanged.
- Fees. Agree in writing who is billed, in which currency, how estimates are given and approved, and what happens to costs if the client does not pay. Any referral payment or fee arrangement between firms is governed first by each firm's own professional rules. Check yours before raising it, and record whatever is agreed.
8. What about documents signed or issued abroad?
Plan documents early, because they often set the timetable.
- Power of attorney. For court work, the party signs a power of attorney appointing the Thai lawyer. If signed abroad, it usually needs notarisation and legalisation before use in Thailand. Thailand has acceded to the Apostille Convention, which takes effect for Thailand on 28 February 2027; until then, plan for legalisation through a Thai embassy or consulate.
- Corporate documents. A foreign company usually needs proof of existence and of the signatory's authority, in a form Thai courts and agencies accept.
- Translations. The court orders a certified Thai translation of foreign-language documents filed with it, in full or of the essential parts. Agree early which documents need full translation and which only need key parts.
- Originals. Thai courts may ask to see originals. Find out where they are now.
Ask Thai counsel for a document list with the required form of each item before the client signs anything. A document signed in the wrong form is signed twice.
9. Sample intake checklist
The list below is a format you can adapt. It is not a firm form and nothing in it is drawn from a real matter.
THAILAND REFERRAL NOTE — CHECKLIST (adapt as needed)
[ ] Referring firm, contact person, email, time zone
[ ] Engagement model: we instruct / client engages directly / handover
[ ] All parties: full legal names, parents, affiliates, opposing counsel
[ ] One-paragraph description of the matter
[ ] Key dates with source: service, hearing, judgment, notice, regulator
[ ] Contract dates, breach date, last payment, any acknowledgement
[ ] Governing law and dispute clause (quote it)
[ ] Where the assets and people are
[ ] Output wanted: memo / letter / filing / report / ongoing
[ ] Reporting: language, format, frequency, recipients
[ ] Budget approach: phased estimate, approval point per phase
[ ] Documents to follow after engagement (list only, do not attach)
[ ] Personal data in the file: what, whose, and whether needed
10. Checklist
- Agree the engagement model in writing before sending the file.
- Send party names and a short description for the conflict check.
- Put every deadline at the top of the note with its source.
- Quote the governing law and dispute resolution clauses.
- Hold confidential documents until the engagement is signed.
- Agree scope, exclusions and how changes are approved.
- Settle billing, estimates and any arrangement between firms in writing.
- Ask for a document list with the required form before anything is signed.
Further reading
- Recovering a Thai debt without leaving head office
- Managing a Thai subsidiary from abroad without a Thai legal team
- How overseas counsel and Thai counsel share ongoing client work
- Measuring a legal retainer, with a sample executive report
A good referral tells Thai counsel who the parties are, what is due when and what is wanted, and keeps the confidential file back until the engagement is agreed.
We take instructions from overseas law firms and advisers on behalf of their clients, as well as directly from clients. For an initial consultation, call +66 92 254 2045 or send us the details. See also our desk for foreign clients, notary and translation and civil litigation.
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.
