Legal service for foreign clients
Draft & Review Business Contracts — NDA, JV, Shareholder in Thailand
Thai–English contract risk review and transaction-specific dispute terms.
Quick answer
Business contract review considers parties, purpose, payment, term, breach, force majeure, dispute resolution, governing law. We draft and review in Thai and English, add THAC or SIAC arbitration where suitable, and cover NDAs through SPA, JV and shareholder agreements. Contact our team for a quotation.
Contact our team for a quotation — Contact our team for a quotation · Draft dates are agreed once information and contract scope are clear
Who this is for
- Companies negotiating major deals
- SMEs relying on unreliable templates
- Founders needing shareholder agreements
- Foreign companies contracting Thai partners
What you receive
- Bilingual TH–EN contract draft
- Redline review of counterparty drafts
- Arbitration/mediation terms assessed for legal and jurisdictional limits
- Negotiation support within the agreed scope
- Reusable clause library for future deals
Documents to prepare
- Term sheet / Heads of terms
- Counterparty's draft (if any)
- Company affidavits of both parties
How it works
5-step process
- 1
Term-sheet workshop
Agree on the deal skeleton before drafting.
- 2
Draft TH+EN
Draft with defined terms and risk allocation.
- 3
Scoped draft review
Revisions addressing the assigned reviewer’s findings within the agreed work.
- 4
Negotiate
Respond to counterparty redlines.
- 5
Signing + seal
Facilitate signing, archive originals.
In depth
Draft & Review Business Contracts — NDA, JV, Shareholder: what foreign clients need to know
A good contract is not a long one; it is one where a reader can see who must do what, by when, what happens if they do not, and where a fight will be resolved. Contract risks can arise from ambiguity, statutory form, signing authority or unlawful terms; broad wording is not automatically unenforceable. We therefore draft backwards from what would have to be proved on the day of the dispute.
Terms a court can enforce against wording that only sounds firm
Good faith has legal significance: CCC5 governs exercising rights and performing obligations, while CCC368 requires good-faith interpretation with ordinary usage considered. Concrete duties and acceptance criteria still help establish what performance required. A workable contract converts intent into figures and dates: deliver the second milestone within thirty days of design approval, with a definition of what counts as approval and who has authority to give it.
CCC383 permits reduction of a forfeited penalty that is disproportionately high, considering all lawful creditor interests, not merely financial interests. Once the penalty has been paid, the right to claim reduction is lost. A daily-rate formula does not guarantee full enforcement; assess the underlying obligation and facts before paying or demanding it.
Bilingual contracts, the controlling version, and governing law
Deals with a foreign counterparty are usually executed bilingually in one document. Trouble starts when the two columns diverge and no controlling version was named. The safe practice is to name the controlling text expressly and have the drafter align the technical terms in both languages by legal meaning, not by sentence shape.
Choosing foreign law is often possible, but the enforcement stage must be considered too: how would that decision reach assets located in Thailand? Compare jurisdiction, asset location, language, institutional charges and recognition or enforcement routes; neither Thai litigation nor arbitration is invariably faster or cheaper.
The four contract types Thai businesses most often get wrong
First, works contracts with no defined scope, which produce endless change requests. Second, an immovable-property lease under CCC538 exceeding three years or lasting a lifetime without writing and registration, enforceable by action for only three years, not merely restricted against outsiders; ordinary leases also need written evidence signed by the liable party for an enforcement action. Third, shareholder agreements with no exit route when the owners disagree. Fourth, confidentiality agreements that never define what is confidential or for how long.
We fix all four with schedules built as tables rather than prose: deliverables, acceptance tests, price and due dates split into rows. Both sides see the same thing on signing day, and if a dispute comes, that same table settles who fell short.
Cost structure: government fees vs professional fees
| Item | Official fee | Professional fee | Note |
|---|---|---|---|
| Reviewing and marking up an existing contract | No government fee | Contact our team for a quotation | Includes a point-by-point risk note with suggested replacement wording |
| Drafting a new bilingual commercial contract | Stamp duty according to the instrument type prescribed by law | Contact our team for a quotation | Technical annexes and payment arrangements inform the quoted scope |
| Registering a lease longer than three years | Land Office registration fee calculated on total rent over the term | Contact our team for a quotation | Includes attending for you and checking encumbrances on the deed beforehand |
A build where the scope never closed
Situation: Suppose an owner and contractor dispute variations because scope and approvals are unclear
Assessment points: An illustrative approach records deliverables, authorised variation approvals, acceptance and payment conditions
Illustrative example; outcomes depend on the facts and the authority's decision.
A shareholder agreement with no exit
Situation: Suppose equal shareholders disagree and cannot make a business decision
Assessment points: An illustrative staged deadlock route considers: negotiation, mediation, then a buy-sell mechanism with a price formula
Illustrative example; outcomes depend on the facts and the authority's decision.
When to act, and when waiting is fine
The contract value exceeds a quarter of business profit
Assess exposure, security and dispute costs before signing; obtain a scoped quotation without assuming any fixed review-cost-to-loss ratio
The counterparty sends its own standard form to sign
Do not sign as-is; house forms usually favour the drafter on liability and termination
The relationship is still healthy and nothing has gone wrong
This is the best moment to make terms precise; renegotiating after a fallout is far harder
It is a small one-off engagement of low value
Length does not establish sufficiency: check statutory form, authority, tax and liability even for low-value work
Documents in detail
| Document | Issued by | Certification / translation | Validity |
|---|---|---|---|
| The commercial understanding already reached — emails, quotations, or meeting notes | Your counterparty and your own team | No certification needed, but send dated versions so the negotiation sequence is clear | Use the latest version both sides have confirmed |
| Company affidavits for both sides | Department of Business Development | Must be registrar-issued to assess signing conditions alongside relevant authority records; the affidavit alone does not eliminate every dispute | Check current signing conditions at execution; no universal three-month validity |
| ID card or passport for every signatory | The registration authority of the holder's country | Request identity evidence needed for this contract; an entry stamp is not a universal signing requirement | Must still be unexpired on the signing date |
| Power of attorney where the signer is not an authorised director | The company granting the authority | Stamp duty applies at Revenue Department rates, plus the company seal where one is registered | As wide and as long as that instrument itself states |
| Security documents or licences the contract refers to | The bank issuing the guarantee, or the licensing authority | Attach as an annex and quote its number so it matches the contract body | Must cover the whole contract term, not merely the first year |
Timeline and who does what
| Stage | Owner | Duration | Detail |
|---|---|---|---|
| Interview to understand the actual deal | Handled by our team | Session count and duration agreed for the transaction | We pin down when money moves, who carries which risk, and what would make you walk away, before a single clause is written. |
| First draft with a plain-language note on every clause | Handled by our team | Once the documents are complete; the timeframe is stated in the quotation | Each clause ships with a margin note explaining what it protects, so you can negotiate confidently with the other side yourself. |
| Revise against the counterparty's comments | You provide | Depends on comments, documents and counterparty responses; no universal duration | Revision rounds are defined in the agreed scope, and we flag which points are tradeable and which concessions hurt you over the long run. |
| Prepare the signing set and stamp duty | Handled by our team | Once the documents are complete; the timeframe is stated in the quotation | We assemble signature pages, annexes, and the full duty calculation, because an under-stamped contract is harder to rely on as evidence in court. |
| Custody and an annual review | Handled by our team | Review frequency requires an agreed ongoing scope | If ongoing support is agreed, identify who tracks renewals and when legal or business changes call for revisions, so an old contract does not fall behind the real operation. |
Common pitfalls
Copying an internet template that cites another country's law
Let us draft on the Thai Civil and Commercial Code and state the governing law and forum explicitly
Leaving damages undefined, so every baht of loss must be proved when a breach happens
Assess CCC383, including loss of the reduction claim after payment; no formula assures full enforcement
Signature by someone outside the affidavit's authority, letting the company deny it is bound
Verify signing conditions and seal requirements every time, ahead of the signing date
Annexes whose content contradicts the main agreement
State a document hierarchy in the contract and reconcile every cross-reference before signing
Doing it yourself vs working with us
| Aspect | On your own | With our team |
|---|---|---|
| Fit with the real deal | Templates rarely cover the payment and delivery terms you actually agreed | Written for that specific deal, with an exit route if either side cannot perform |
| Cost when a dispute arrives | Ambiguity can add evidential issues; dispute costs depend on the matter | Clarify duties and evidence without promising that one notice secures performance or settlement |
| Stamp duty and tax | Duty is often forgotten or under-paid for the instrument type | We compute and affix the correct duty and keep the proof on file |
| Reuse later on | You hunt for a new template with every new counterparty | You receive a company template set your own team can run, with a completion guide |
FAQ
Frequently asked questions
Bilingual contract — which governs?
State explicitly which version prevails to avoid interpretation disputes.
Company seal required?
Not by statute, but the company affidavit may require it.
SIAC vs THAC?
It depends on the parties, asset location and language; compare each institution's published fee schedule.
Stamp duty?
Per the Stamp Duty Schedule, which varies by instrument — e.g. THB 1 per 1,000 for hire of work.
NDA scope?
No universal two-to-five-year NDA term; define protected information, exceptions, recipients and duration in light of applicable rights.
Is an unwritten contract valid?
Many are valid, but some types have a prescribed form, and without writing the content is very hard to prove in court.
Are electronic signatures binding?
Yes, under the electronic transactions law, provided the signer can be identified and document integrity verified.
Must every contract be stamped?
Only instruments listed in the stamp duty schedule; failing to stamp on time risks surcharges and admissibility problems.
How do we amend an existing contract safely?
Use an addendum that cites the original clauses one by one and is signed by authorised signatories on both sides; if editing the original, record authorised consent and retain all versions; statutory form requirements still need checking.
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Written by: Thai Law & Accounting Services — attorneys and licensed accountants
Professional review: A lawyer must review the applicable law and facts before use in a real matter. This notice does not establish that this page has been reviewed or certified by a lawyer.
Last updated: 2026-08
Information as of August 2026. Government fees and processing times change — verify with the relevant agency before acting, or let our team verify for you.