The core answer
Changing legal advisers is a transfer of work in progress, not only a change of supplier. The risk is not the new adviser's quality. It is the gap between two advisers, where a hearing date, an appeal period, a notice date or a licence renewal is held by nobody. This guide covers companies that are changing law firms, or bringing in an outside adviser after an in-house lawyer has left.
The rule (Civil and Commercial Code). The appointment of a lawyer to act for the company is an agency relationship. Under section 827, the principal may withdraw the agent, and the agent may resign, at any time. A party that ends it at a time inconvenient to the other is liable for the damage that follows, unless there was urgent necessity. Section 826 says the agency also ends when either party dies, becomes legally incapable or goes bankrupt, unless the contract or the nature of the work says otherwise. Your retainer contract may add its own notice terms.
Our practical view. Do not give notice until the new adviser is ready to receive the files. Run a short overlap, agree a written handover list, and make one named person on each side responsible for it. Whatever is owed between you and the old firm is a commercial matter to settle separately, and it should not hold the client files or pending deadlines hostage on either side.
1. What should you check before giving notice?
Read the old retainer or engagement letter first. Look for the notice period, the form of notice, what happens to matters already started, and whether the firm may keep files until something is settled. If there is no written agreement, the position is that of a plain agency and section 827 applies.
Then list the matters that are open with the old adviser:
- pending court cases and agency proceedings;
- contracts being negotiated or awaiting signature;
- demand letters sent and replies awaited;
- filings or licence renewals in progress;
- any matter where the old adviser holds a power of attorney.
Also decide why you are changing. If it is response time, scope or reporting, put those points in the new engagement. For a way to compare firms, see choosing corporate legal counsel. If the aim is to measure what a retainer delivers, your own records of matters closed and contracts amended are the starting point.
2. What is the right order of steps?
- Collect your own copy of whatever you hold: contracts, the old engagement letter, case numbers.
- Choose the new adviser and run the conflict and confidentiality check (section 6 below) before sharing sensitive files.
- Agree a start date and an overlap period with the new adviser.
- Give written notice to the old adviser in the way the retainer requires, and ask for the handover list.
- Hold a handover meeting with both advisers (or both advisers' representatives) and your coordinator.
- Revoke and replace authorities, and tell agencies and counterparties.
- Close the overlap only when the new adviser has confirmed the deadline register against the files.
3. What does the old adviser need to hand over?
| Item | Who holds it | Why it matters | What to ask for |
|---|---|---|---|
| Original signed contracts and deeds | Old firm, or your own cabinet | Originals may be needed in court or at an agency | A list of originals held, then return of the originals |
| Matter files and correspondence | Old firm | Shows advice given, positions taken, promises made | Copies or the full file, with an index |
| Court and agency case files, with status | Old firm | The new lawyer needs the current stage and next date | For each case: case number, court or agency, next date, last step taken, what is awaited |
| Deadline register | Old firm | Deadlines run regardless of who acts | A written list of court dates, appeal periods, limitation dates, notice dates and renewals |
| Powers of attorney and authority letters | Old firm, agencies, banks | The old firm can still appear to act for you | List of every authority given; originals returned; written revocation |
| Company seal, registry logins, e-filing accounts | Sometimes the old firm | Access to filings and notices | Return of items, change of passwords and registered contacts |
| Draft documents in progress | Old firm | Avoids redrafting and loss of agreed wording | Latest drafts in editable form, with comments |
| Third-party contacts | Old firm | Opposing counsel, agency officers, notary or translator | A contact list for each open matter |
4. How do you handle pending court cases?
A change of counsel in a court case needs action in that case. The usual approach is that the new lawyer is appointed to act for the company and the court is informed of the change. We did not verify the exact filing step in the Civil Procedure Code for this guide, so we describe it only in general. Ask the new lawyer to confirm, for each case, what must be filed and when.
Practical points that do not depend on the exact form:
- Ask for a current status sheet for every case, not a general summary.
- Check the next hearing date and who is attending, on the day of handover.
- Do not let the old appointment end before the new lawyer is ready to act. A hearing falling between two lawyers is the most avoidable risk.
- If a deadline is close, say so on the first day. A new lawyer can usually act within it, but needs the file.
- Keep the old lawyer reachable for a short time for questions about the file.
5. What happens to powers of attorney and authority letters?
A power of attorney is the document that lets the firm act for the company. If the old firm gave it to a bank, a land office, a government agency or a counterparty, that body may keep treating the old firm as authorised until told otherwise.
- List every authority given: to whom, for what, and where the original or copies are.
- Revoke in writing, addressed to the old firm and to each body that holds the old document.
- Collect the originals.
- Issue new authority to the new adviser, limited to what is needed.
- Tell each agency or counterparty who now acts for the company.
Who may sign these documents for the company is a separate question. See who can bind your Thai company. If the new documents will be signed electronically, see electronic signatures on company contracts.
6. What should the new firm check before it starts?
A responsible firm checks conflicts and confidentiality before opening files:
- Conflicts. The new firm should confirm that it does not act for a party on the other side of your open matters.
- Confidentiality. Agree how files are transferred and who may see them, and ask the old adviser how it will treat its retained copies.
- Scope. Write down which matters move now, which stay with the old firm for a short time, and which are new.
- Coordinator. Name one person on your side and one on theirs for the handover.
7. What if the in-house lawyer has left instead?
The same list applies, but the handover is often missing because the person is no longer reachable. Start with what remains: the shared drive, email archive, contract folders and any case files. Then check each open matter against court and agency records, since a departed lawyer may have been the only person who knew the next date. Ask the new adviser to build the deadline register from those records rather than from memory.
8. How long should the overlap last?
There is no legal minimum. A short overlap is usually enough for a company with few open matters. A longer one suits a company with several pending cases or recurring filings. End the overlap when the new adviser has confirmed the deadline register, accepted every pending matter, and received every authority and original that matters.
Hypothetical example. A company with a pending civil case, two contracts under negotiation and a licence due for renewal decides to change firms. It gives notice only after the new firm has agreed to start. The old firm hands over files and a status sheet. The new firm checks the next hearing date and the renewal date against the records and finds the renewal date is earlier than the old list said. Because the two firms overlapped, the new firm files in time.
9. Handover checklist
- Old retainer or engagement letter read; notice terms understood
- Open matters listed by type
- New adviser chosen; conflict and confidentiality check done
- Start date and overlap agreed in writing
- Notice given in the way the retainer requires
- Handover list requested and agreed
- Originals of contracts and deeds returned
- Status sheet for every pending case received
- Deadline register received and checked against court and agency records
- Powers of attorney revoked in writing and originals collected
- New authority issued; agencies and counterparties informed
- Seal, registry logins and e-filing accounts recovered and passwords changed
- One named coordinator on each side
- Handover meeting held; written record signed
- Overlap closed only after the new adviser confirmed all pending matters
Further reading
- Choosing corporate legal counsel
- Changing accountants after missed filings
- Who can bind your Thai company
- Electronic signatures on company contracts
- Contract review and approval without a legal department
Treat a change of adviser as a transfer of live work: read the notice terms, get a written handover list and deadline register, and revoke old authorities before you let the old adviser go.
We advise companies on retained legal counsel, contracts and company records. For an initial consultation, call +66 92 254 2045 or send us the details. See also legal retainer, corporate secretarial, contracts and documents and our civil law practice.
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.
