In many jurisdictions the question "who can sign for the company" is answered by a job title and an internal delegation policy. In Thailand it has a documentary answer that outsiders check: the company affidavit, showing which directors may sign and in what combination.
Foreign parents that skip this end up in one of two situations — a contract whose validity is arguable, or a local director who can bind the company alone while the parent believed otherwise.
The registered signature arrangement
When a Thai company is registered, its authorised signature arrangement is registered with it. It might require one named director signing alone, any two directors signing jointly, or a specific director together with one other — with or without the company seal.
That arrangement is not internal housekeeping. It is what appears on the affidavit, and it is what a bank, a landlord, a customer or a court will rely on.
Two consequences follow immediately:
- A signature outside the arrangement creates an argument, whatever the signer's title
- The arrangement is a control mechanism, and it is one of the few that operates without the parent being present
The affidavit
The company affidavit is the certified extract of registered particulars: directors, signing arrangement, registered capital, registered address, objectives. It gets requested constantly — bank onboarding, leases, supply agreements, tenders, litigation.
Because it reflects what is registered rather than what is true internally, it is where governance drift becomes visible. Directors who resigned but were never deregistered. An address the company left two years ago. Objectives that do not cover what the business now does.
Check it once a year against reality. It takes an hour and prevents the category of problem that surfaces mid-transaction.
Powers of attorney
Where someone other than an authorised director needs to act — a manager attending a government office, a lawyer filing something, an employee collecting documents — the instrument is a power of attorney, granted by whoever has authority to grant it.
Practical points that catch foreign parents:
- The power should be specific to the task; broad open-ended authority is both risky internally and often unhelpful in practice
- Some offices require the power on their own form, and will not accept a general one
- A power granted by a person who did not have authority to grant it is worth nothing, which loops back to the signature arrangement
- Powers executed abroad usually need certification and translation before they are usable here
Where control quietly leaks
The single-signature local director. Convenient during setup, then never revisited. The parent's control depends on goodwill rather than on the registered arrangement.
The unregistered change. A director leaves, an address changes, capital is increased. The internal record moves; the registered record does not.
The manager who has always signed. Years of contracts executed by someone outside the arrangement. Nobody objected because nothing went wrong — until one counterparty had a reason to look.
The seal nobody can find. Where the registered arrangement requires it, a missing seal stops a signing.
Objectives that no longer describe the business. Which becomes an issue exactly when a bank or a licensing authority compares what you do to what you registered.
A short annual check
- Pull a current affidavit and read it against reality
- Confirm every director listed is still a director, and every actual director is listed
- Confirm the signature arrangement still matches how the parent intends to keep control
- Confirm the registered address is where correspondence will actually be received
- Confirm the registered objectives cover current activities
- Review outstanding powers of attorney and revoke the ones that have outlived their purpose
📌 See more: business law services · civil litigation
If you are unsure who can currently bind your Thai company, or want the signature arrangement changed to reflect how the group actually governs it, talk to our team.
Related: business contract checklist · structuring your Thai subsidiary