GLOSSARY
A three-language glossary of Thai legal terms
The words a foreign client meets on day one, defined in Thai, English and Chinese, with what each one actually does to a matter.
Formation and licensing
- Foreign Business Licence FBLThe permission a company treated as a foreigner must obtain before carrying on an activity listed in the schedules to the Foreign Business Act B.E. 2542, applied for through the Department of Business Development, the granting authority differing between List 2 and List 3, and issued for the specified activities only.
- Lists 1, 2 and 3 to the Foreign Business ActThe three schedules to the Foreign Business Act B.E. 2542 that decide how a foreigner may carry on a business: List 1 is closed to foreigners — whether any route opens a List 1 activity has to be confirmed before it is relied on — and List 2 and List 3 activities need the permission each list requires.
- BOI investment promotion certificate BOIThe certificate issued by the Office of the Board of Investment to a project approved for promotion by the Board under the Investment Promotion Act B.E. 2520 (1977), carrying tax and non-tax privileges.
- Thai-US Treaty of AmityThe treaty under which a company majority-owned and controlled by United States nationals may obtain a certificate from the Department of Business Development to carry on business on the same footing as a Thai company, save in the sectors the treaty excludes.
- Memorandum of association MOAThe founding document filed with the Department of Business Development to register a company, stating its name, the province of its registered office, its objects, the registered capital divided into shares, and the promoters who subscribe for them — at least two, since 7 February 2023, under Civil and Commercial Code section 1097 as amended by the Act Amending the Civil and Commercial Code (No. 23) B.E. 2565 (2022).
- Registered capitalThe capital stated in the memorandum and shown on the register, divided into shares of a fixed par value; paid-up capital is the part of it the shareholders have actually paid in, and the two figures are not always the same.
- VAT registration certificate (Por Por 20) ภ.พ.20 / PP20The certificate the Revenue Department issues on entering a business in the value added tax register, recording the taxpayer identification number and the date the registration takes effect, and the document counterparties, landlords and government offices routinely ask to see.
- Company certificate (company affidavit)The certificate the Department of Business Development issues from the register showing a company's current particulars: its registration number, date of registration, capital, registered office, objects, directors, and the way the directors bind the company.
Visas and work permits
- Non-Immigrant B visa Non-BThe temporary-stay visa category issued to a foreign national entering Thailand to work or to do business; it permits entry and stay only, and the right to work comes separately from the Department of Employment.
- Extension of stayPermission from the Immigration Bureau to remain in Thailand beyond the period currently granted, whether that period was given on entry or on a previous extension, applied for before it ends and decided on a stated ground — employment, marriage, dependency — which must be consistent with the visa category held. It is not the issue of a new visa.
- Re-entry permitA permit obtained before departure that preserves an existing permission to stay, so that the holder re-enters on the same permission instead of losing it at the border; it is issued in single-entry and multiple-entry form.
- Ninety-day reportThe duty of a foreign national staying in Thailand continuously to notify the Immigration Bureau of their current address every ninety days, for as long as the continuous stay lasts.
- TM.30 — the householder's notification ตม.30 / TM.30The notification a house owner, householder or person in charge of premises must give to the Immigration Bureau when a foreign national takes up residence there; the duty rests on the person providing the accommodation, and where the foreign national is himself the owner or occupier of the premises the position has to be checked case by case.
- Work permitThe permission issued by the Department of Employment allowing a named foreign national to do specified work for a named employer at a named place; it is separate from the visa and gives no right to enter or remain.
- One Stop Service Centre for Visas and Work Permits OSSThe centre at which Immigration Bureau and Department of Employment officers sit together, so that an extension of stay and a work permit can be applied for and issued in one place, for those entitled to use it.
- Occupations reserved for Thai nationalsThe categories of work that a foreign national may not perform in Thailand at all, or may perform only on stated conditions, fixed by instruments made under the Emergency Decree and revised from time to time.
Disputes and enforcement
- Power of attorney POAA signed document by which one person authorises another to act in a defined matter on their behalf — signing filings, receiving service, instructing counsel — and which a Thai official or court will read strictly against its own wording.
- Legalisation and certified translationThe chain of certifications that turns a document issued abroad into one a Thai office or court will accept: notarisation, certification in the country of origin, endorsement by a Thai embassy or consulate where the receiving office requires it, and a Thai translation certified as that office requires.
- Limitation periodThe period within which a claim must be brought, running from the day the right could first be enforced; once it has run, the debt is not erased but the debtor gains a defence that will end the case if it is raised.
- Writ of executionThe court order that allows a judgment to be carried out by force — seizure, attachment, sale or eviction — issued on the creditor's application after the time the judgment allowed for voluntary compliance has passed.
- Asset tracingThe work of finding property a judgment debtor can be made to give up — land, vehicles, bank accounts, shares, money owed to it by others — using the public registers and, where those run out, an application to the court for an inquiry.
- AttachmentExecution against a claim the debtor holds against someone else — wages from an employer, a balance at a bank, invoices owed by customers — so that the third party pays the execution officer instead of the debtor.
- Arbitral awardThe tribunal's final decision in an arbitration, binding on the parties but not self-executing: to reach the losing party's assets in Thailand it must be taken to a competent court, which may refuse enforcement only on the narrow grounds the Arbitration Act B.E. 2545 (2002) lists.
- Proof of debtThe application a creditor files with the official receiver to be admitted in a bankruptcy, made on the prescribed form after the court's absolute receivership order is published, and, in a bankruptcy, the only way an ordinary creditor shares in what is collected; the position in a business rehabilitation is different.
ENQUIRIES
