Legal service for foreign clients
Draft & Review Business Contracts — NDA, JV, Shareholder in Thailand
Enforceable contracts — bilingual, with dispute-resolution and arbitration clauses.
Quick answer
A robust Thai business contract needs at least 8 clauses: parties, purpose, payment, term, breach, force majeure, dispute resolution, governing law. We draft/review TH+EN, add THAC/SIAC arbitration, and cover NDA (from THB 8,000) through SPA / JV / Shareholder Agreements (from 25,000).
From THB 8,000 — NDA 8k / MSA 18k / SPA/JV/Shareholder 25–65k · NDA 2 days / SPA 7–14 days
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
- Enforceable arbitration/mediation clauses
- 2 hours of negotiation coaching
- 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
Two review rounds
Revisions after senior-partner review.
- 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. Most problem contracts in Thailand are not unlawful — they are written so broadly that nothing can be enforced. 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
Phrases such as the parties shall cooperate in good faith create no measurable duty, so when trouble comes there is nothing to point at. 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.
A penalty pitched excessively high can be reduced by the court, so damages clauses should track foreseeable loss — a daily rate proportionate to the value of the delayed work, whose derivation can be explained, works better than a large round figure with no basis.
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? Where the assets and both parties sit in Thailand, Thai arbitration or the Thai courts usually resolve faster and cheaper over the life of the deal.
The four contract types Thai businesses most often get wrong
First, works contracts with no defined scope, which produce endless change requests. Second, a lease running beyond three years that nobody registered, leaving the surplus term unenforceable against outsiders. 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 | THB 8,000–30,000 per document | 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 | THB 25,000–90,000 | The upper end covers technical schedules or multi-tranche payment structures |
| Registering a lease longer than three years | Land Office registration fee calculated on total rent over the term | THB 15,000–35,000 | Includes attending for you and checking encumbrances on the deed beforehand |
A build where the scope never closed
Situation: The owner faced variation claims near half again over budget because the scope was written as prose
What we did: We converted the scope into a deliverables table, made variations valid only on a two-signature approval, and tied payment tranches to acceptance
Outcome: Remaining claims were negotiated back within an acceptable range and the project finished without litigation
A shareholder agreement with no exit
Situation: Two equal shareholders had been unable to decide anything for months
What we did: We drafted a staged deadlock route: negotiation, mediation, then a buy-sell mechanism with a price formula
Outcome: One side bought the other out on the agreed formula and the business continued without a winding-up
When to act, and when waiting is fine
The contract value exceeds a quarter of business profit
Have it reviewed before signing every time; the review costs a fraction of the exposure
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
A short form covering scope, price, delivery date and dispute route is enough
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 so the authorised signatories are beyond doubt | Issued no more than three months before signing |
| ID card or passport for every signatory | The registration authority of the holder's country | For a foreign signatory, attach the latest entry-stamp page as well | 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 | One session of roughly 60–90 minutes | 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 | 5–7 working days | 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 the counterparty, usually 1–3 weeks | Two revision rounds come as standard, 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 | 2–3 working days | 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 | Once a year | We flag renewal dates and refresh wording when the law or your business model shifts, 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
Insert a penalty or a formula that is reasonable and actually enforceable under Thai law
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 | Ambiguous wording costs many times the drafting fee in counsel time and court delay | Clear clauses mean many cases end with a single notice letter |
| 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?
SIAC advantageous for cross-border / THAC cheaper for Thai-only disputes.
Stamp duty?
Per Stamp Duty Schedule — commonly THB 1 per 1,000.
NDA scope?
2–5 years post-termination or until public.
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; never write into the original.
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Written by: Thai Law & Accounting Services — attorneys and licensed accountants
Reviewed by: Reviewed by a Notarial Services Attorney registered with the Lawyers Council of Thailand.
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.