Corporate Secretarial · Scenario S.23

Authorise a Third Party to Sign Contracts on Behalf of Your Thai Limited Company

A contract signed on behalf of a Thai company by someone without documented authority is of uncertain legal standing — the company may not be bound, and the person who signed may face personal liability. Counterparties at the commercial level expect evidence of signing authority before they will execute any material agreement. UnionSPACE reviews the scope of authority required, drafts the board resolution, and prepares a limited Power of Attorney precisely scoped to the contract — so the delegation is clean, the authority is documented, and the counterparty has no grounds to question the execution.

UnionSPACE Bangkok — third party contract signing authority Power of Attorney Thailand
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What Is Included in the Contract Signing Authority Package?

Both documents the counterparty may require — scoped precisely for the transaction

Standard Package

Third Party Contract Signing Authority

Fixed fee

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Authority scope review — contract description, duration, and value
Authorised person details verification (name, ID/passport)
Company affidavit and signatory verification
Board resolution drafting — delegation of signing authority
Limited Power of Attorney drafting — scoped to specific contract or transaction
Defined term or contract-specific expiry drafting
Director execution coordination
Digital delivery of executed documents
Notarisation / legalisation coordination (where required by counterparty) At cost

Prices are fixed and transparent. Shown in Thai Baht (THB) and exclude VAT. Notarisation, legalisation, or translation fees where required by the counterparty are charged at cost.

Three Things to Confirm Before Delegating Contract Signing Authority

We review each of these before a single word is drafted

Scope of Authority

The POA must define what the authorised person can sign, what they cannot, and on what terms. Authority to sign a specific lease agreement is materially different from authority to sign any commercial contract up to a defined value. An overly broad POA grants authority the company never intended to give — and once executed, is difficult to limit retrospectively. We confirm the precise scope before the document is prepared.

Duration and Expiry

A POA with no defined term remains in force until expressly revoked — which requires a further corporate act and formal notification to anyone who has relied upon it. For contract signing purposes, the most appropriate structure is typically a POA that expires on execution of the specific contract, on a defined date, or upon completion of the transaction. We advise on the correct structure and build the expiry mechanism into the document.

Counterparty Requirements

Different counterparties have different standards for what they will accept as evidence of signing authority. A commercial landlord may accept a POA on its own. A bank or government agency will typically require the board resolution as well. A foreign counterparty may require notarisation or a certified translation. We prepare both documents as standard and advise on any additional counterparty-specific requirements before execution.

From authority scope to executed documents — what happens at each stage

How We Prepare a Third Party Contract Signing Authority in Thailand

Authority & Scope Review

We begin by establishing the precise nature of the authority being delegated: the contract or category of contracts to be covered, the maximum value or duration of transactions within scope (if any), whether the authority is for a single execution or a defined period, and whether the counterparty has any specific requirements for the form or content of the POA. We confirm the intended scope in writing before any document is prepared.

We also review the company's current signing authority as shown on the affidavit. The POA must be executed by the authorised signatory named on the affidavit — if that person is unavailable or if the signing authority has changed since the affidavit was last updated, we advise on the correct resolution before proceeding. An improperly executed POA is as legally defective as no POA at all.

Information & Document Verification

We collect the authorised person's personal details — full legal name and identification number exactly as they must appear in the POA — together with a description of the contract or transaction and any counterparty-specific requirements. We verify the details against the relevant identity document and confirm the company's current affidavit position before any document is drafted.

The name in the POA must exactly match the authorised person's identity document. A discrepancy — even a transliteration difference in a foreign name — gives the counterparty grounds to question the validity of execution. We verify at this stage, not after the contract has been presented for signing and the discrepancy is discovered at the table.

Board Resolution & Limited POA Drafting

We draft the board resolution authorising the delegation — establishing the internal governance basis for the authority — and the limited Power of Attorney precisely scoped to the stated contract or transaction. The POA includes a defined expiry mechanism appropriate to the purpose: contract-specific execution, a defined calendar date, or completion of a named transaction. Both documents are sent for review before finalisation.

The POA is drafted as a limited instrument — authority no broader than the contract requires. This is not a matter of legal caution for its own sake: counterparties are more comfortable relying on a POA that is clearly scoped to the transaction in front of them than one that appears to grant broad, open-ended authority. Precision on both sides of the transaction reduces execution friction.

Execution Coordination & Delivery

We coordinate execution of both documents by the company's authorised signatory. Where the signatory is overseas, we advise on the most practical execution approach — and whether notarisation or a certified translation is required by the counterparty. The executed board resolution and POA are delivered digitally, ready for the authorised person to present at execution of the contract.

Where the counterparty requires the board resolution as well as the POA — common in bank transactions, government contracts, and institutional arrangements — both documents are prepared to the standard required, so no supplementary request delays the closing.

  • Drafting and signing coordination: 1–3 working days from receipt of required information.
  • Total timeline: 2–5 working days.

Frequently Asked Questions — Authorising Third Party Contract Signing in Thailand

Answers to the questions we are asked most often

Yes — provided the person holds a valid Power of Attorney executed by the company's authorised signatory as named on the current affidavit. Without a properly documented POA, only the authorised signatory can bind the company. A contract signed by an employee, agent, or representative who lacks a valid POA is of uncertain enforceability — the company may not be bound, and the person who signed may face personal liability.

A limited Power of Attorney grants authority to sign a specific contract, a defined category of contracts, or contracts up to a specified value — and expires on execution, on a defined date, or on completion of the transaction. A general POA grants broad authority to act on behalf of the company across a wide range of matters and remains valid until revoked. For contract signing purposes, a limited POA is almost always the more appropriate instrument: it defines exactly what the holder can sign, limits exposure to the specific transaction, and automatically extinguishes authority once the purpose is served.

For routine commercial contracts in Thailand, most counterparties will accept the POA without requesting the board resolution. However, banks, government agencies, institutional counterparties, and foreign entities executing significant agreements frequently request a certified copy of the board resolution as well — to confirm that the POA was validly granted by the directors and that the delegation was properly authorised under the company's governance. UnionSPACE prepares both documents as standard to ensure the company is equipped for either requirement.

Yes — there is no nationality or residency restriction on who may be authorised by POA to sign contracts on behalf of a Thai company. Where the authorised person is overseas, the POA may need to be delivered to them digitally or physically depending on the counterparty's requirements. Where the counterparty requires a notarised or legalised original, we advise on the most practical execution and delivery approach based on the authorised person's location.

Scenario S.23 (this service) covers delegating authority to sign commercial contracts — agreements with counterparties in the private sector, commercial landlords, service providers, and similar parties. Scenario S.22 covers appointing a representative to act before government agencies — the DBD, Revenue Department, Social Security Office, and similar bodies. The documents are structurally similar, but the scope, form, and content requirements differ for each context. Where both are needed — for example, where a corporate secretary will both manage government filings and execute contracts — we advise on the most appropriate structure.

A Power of Attorney can be revoked at any time by the grantor by a written notice of revocation — but to be effective against third parties who have previously relied on it, notice of revocation must also be communicated to those parties. For a limited, contract-specific POA that expires on execution or on a defined date, revocation is typically not required — the authority extinguishes automatically. Where a POA with an ongoing term must be revoked before its expiry, we advise on the correct revocation mechanism and prepare the relevant notice.

Related Corporate Secretarial Services

Appoint Authorised Representative — DBD & Tax

POA and board resolution for government agency matters — DBD, Revenue Department. THB 5,000

Change Director Signing Authority

Update who can sign on behalf of the company — board resolution and updated affidavit. THB 9,000

Apply for Credit Facility / Loan

Board resolutions, POA, and complete bank submission pack. Contact Us

Appoint a New Director

Resolutions, Bor Or Jor 5 DBD filing, and updated affidavit. THB 9,000

Change of Shareholder

Share transfer, updated register, and company affidavit. From THB 8,000

Accounting & Tax Reporting

Monthly compliance — VAT, withholding tax, and financial statements. From THB 8,500/month

Ready Before the Contract Is Signed

The Contract Has No Legal Standing — If the Signature Has No Authority

A contract signed by someone without a valid POA is unenforceable. The company may not be bound. The person who signed may be personally liable. The counterparty has grounds to dispute. Document the authority before the signing — not after the dispute.

Board resolution and limited POA — scoped precisely to your contract. 2–5 working days.

UnionSPACE Bangkok — third party contract signing authority Power of Attorney Thailand
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