Case study: certifying Thai company documents to register a subsidiary abroad

The situation

A Thai company establishing a subsidiary overseas

The destination asked for the company affidavit, shareholder list and the investment resolution, each fully certified along the chain.

What actually blocked the file

• The company affidavit was older than the destination’s recency limit.
• One director signed although the affidavit requires two signing jointly.
• The resolution had not yet been translated into the destination language.

The sequence we ran

1. Obtained a fresh affidavit from the Department of Business Development.
2. Checked the signing conditions and had all required directors sign before the attorney.
3. Prepared translations with the translator’s declaration for every document.
4. Sequenced consular legalization and embassy certification per destination rules.

Outcome

The pack cleared the destination registrar, and the company now has a repeatable standard for its next market.

What to prepare for company document certification

• The signer’s valid original passport or Thai ID card.
• Written confirmation from the receiving authority of which certification is required and whether onward legalisation is needed.
• A current company affidavit issued by the Department of Business Development.
• The authorised director’s ID card or passport.
• The minutes or resolution authorising signature of the document.
• The company seal, if the affidavit states that the seal is required.
• A power of attorney and the agent’s ID, where a representative handles steps that legally permit representation.
• Any additional copies specifically required by the receiving authority in your case.

This list reflects the requirements published by the responsible authority on the verification date. Authorities may change their conditions, so confirm with the source before lodging. Lawyers Council of Thailand (Lawyers Act B.E. 2528, section 27) · 2026-08-16 · source

How company documents are notarised

1. Confirm with the receiving authority which certification is required — signature certification, certified true copy, or certification of facts — because the wording differs for each.
2. Check that the attorney is registered with the Lawyers Council as a Notarial Services Attorney and holds a verifiable registration number.
3. Obtain a current company affidavit from the Department of Business Development confirming the authorised signatories and signing conditions.
4. Verify that the attending signatories match the affidavit and satisfy the stated signing condition.
5. Bring the company seal if the affidavit states that signing requires the seal.
6. Sign before the attorney and attach identity-document copies for every signatory.
7. The attorney signs, seals, and records the notarial registration number and date on the certification.
8. For overseas use, take the notarised document for legalisation at the Department of Consular Affairs and then, where required, at the destination country’s embassy or consulate.

The steps below are drawn from the procedures the responsible authority publishes itself, with the source and verification date shown. Some steps depend on the case and may change with the authority’s own announcements. Lawyers Council of Thailand (Lawyers Act B.E. 2528, section 27) · 2026-08-16 · source

Why certified company documents are still returned

The company affidavit is older than the destination accepts

Many destinations set their own recency limit for a company affidavit. Where an older extract is used, obtain a fresh one from the Department of Business Development before certification.

The signer is not an authorised director per the affidavit

Signing authority must match the affidavit’s conditions, such as two directors signing jointly or affixing the seal. Signatures that do not satisfy them are returned for re-execution.

No resolution supports the signature

For certain transactions, such as granting authority or transferring rights, the destination may require the approving resolution to be attached, and will request it if absent.

The document was signed before meeting the attorney

Signature certification confirms that the signer signed in the attorney’s presence. If the document arrives pre-signed, the attorney will ask for a fresh copy to be signed in person.

Identity document is expired or presented only as a copy

Identity verification requires a valid original passport or ID card. A copy or an expired document is not sufficient, and the certification waits until a valid original is produced.

The certificate wording does not match what the destination prescribes

Many receiving bodies prescribe their own certificate wording. Generic wording is commonly returned with a request to re-execute using the prescribed form.

The document still contains blanks or unfilled fields

The attorney certifies the document as it stands at that moment. Blanks that could be completed later should be filled in, or struck through, before signing.

Lawyers Council of Thailand (Lawyers Act B.E. 2528, section 27) · 2026-08-16 · source

What to watch next time

• Pull a fresh affidavit before starting the certification chain.
• Read the signing conditions in the affidavit carefully.
• Translate the whole pack at once to avoid a second certification round.

Questions this case raises

Is the company seal required?

It depends on the affidavit. If the affidavit states the seal is required, signing without it does not satisfy the condition.

What if a director is overseas?

They sign before an authorised certifier where they are, and that document enters that country’s certification chain as the destination requires.

Related reading

• Case study: certifying a Thai power of attorney for property abroad
• Case study: a single-status declaration for marrying abroad
• Case study: swearing an affidavit of single status for a marriage abroad
• Case study: certified passport copies for an overseas institution
• Consular legalization
• Certified translation