Contract Drafting & Review | English Bilingual

A bilingual Thai–English contract should state which language prevails, which law governs and where disputes are heard. Under the Civil and Commercial Code most commercial terms are freely agreed, but terms contrary to public order or good morals are void, and the Unfair Contract Terms Act B.E. 2540 lets a court reduce terms that are excessively one-sided in consumer and standard-form contracts.

Governing authority / legal basis: Civil and Commercial Code (contracts, obligations, sale, hire of work, lease); Unfair Contract Terms Act B.E. 2540 (1997); Electronic Transactions Act B.E. 2544 (2001); Arbitration Act B.E. 2545 (2002); Conflict of Laws Act B.E. 2481 (1938)
Turnaround: Review of an existing draft 2–4 working days · new bilingual drafting 5–10 working days depending on length and rounds
Fees: Quoted per matter once we see the documents, the parties and the deadline. Court, land office and government fees are charged at the authority's own rate and are separate. Confirm scope and fees with our staff by phone, Line or Email before any drafting or filing begins.

What we handle

Two columns that actually match

We draft Thai and English side by side rather than translating a finished English contract, because a translated clause frequently narrows or widens the obligation once it is rendered in Thai legal vocabulary.

Prevailing language and governing law

We set which text prevails and which law governs. Where performance and assets are in Thailand, a foreign governing law adds an evidentiary burden — foreign law must be proved — so we say plainly when it costs more than it protects.

Dispute resolution that can be enforced

Thai court, Thai arbitration under the Arbitration Act B.E. 2545, or foreign arbitration recognised under the New York Convention. The clause is chosen for how the award will be enforced against the assets that actually exist.

Signature, seal and authority

We check signing authority against the company affidavit and the objects clause, and set out whether the company seal is required, so the contract is not later attacked for want of authority.

Electronic signature position

Where the parties sign electronically we set the method against the Electronic Transactions Act B.E. 2544 and note which documents still need wet ink for a registrar or land office.

Documents required

Document	Issued / prepared by	Watch out for
Company affidavit and objects (both parties)	Department of Business Development	Recent copy; the affidavit shows who may bind the company and whether a joint signature is required.
Existing draft or term sheet	Client	Send the editable file, not a scan — a scanned PDF forces a re-key and loses the negotiation history.
Identity documents of individual signatories	Client	Passport or Thai ID; the name on the contract must match the identity document exactly.
Powers of attorney, where a proxy signs	Client / our drafting	A foreign power of attorney used in Thailand normally needs notarisation and legalisation before a registrar accepts it.
Schedules, specifications and price annexes	Client	Most disputes we see start in a schedule, not in the main body.

Document lists, official fees and acceptance conditions vary between offices, branches and provinces, and change by notification. Confirm with the receiving authority before you act on this page.

How the process runs

1
Scoping call
We take the commercial outline, the parties, where performance happens and which assets would satisfy a judgment. Fees are confirmed after this call, by phone, Line or Email.
2
Risk read of the existing text
A marked-up note of what is unenforceable, what is silent and what shifts risk in a way the client has not priced.
3
Bilingual draft
Thai and English drafted in parallel, with the prevailing-language, governing-law and dispute clauses set deliberately.
4
Negotiation rounds
We handle counterparty comments in both languages so nothing is conceded in one column and preserved in the other.
5
Signing and post-signing
Signature protocol, notarisation where a foreign party needs it, and a note of any filing the contract triggers.

Why files get rejected

A translated contract is not a bilingual contract. Where the Thai text was translated late and never reviewed, the Thai column is what a Thai court construes.
A penalty that is excessive can be reduced by the court under the Civil and Commercial Code — a very large liquidated-damages figure is not automatically recoverable.
Choosing a foreign governing law does not remove Thai mandatory rules on employment, land and public order.
An arbitration clause that names a body inaccurately can be argued to be inoperative; the institution's own model wording avoids that fight.
Signing authority taken from a business card rather than the affidavit is the most common defect we find in draft contracts sent to us.

Frequently asked questions

คำถามที่พบบ่อย (FAQ)

Does the contract have to be in Thai?+

Not for validity between the parties in most commercial cases. But if it is litigated in a Thai court, a Thai translation will be needed, and the registrar or land office will require Thai for filings. Drafting bilingually up front avoids a rushed translation at the worst moment.

Which language should prevail?+

If the dispute will be heard in Thailand, making the Thai text prevail matches how it will be read. If the parties insist the English prevails, the Thai column must still be reviewed so it does not contradict it.

Can we choose English law?+

The parties can select a foreign governing law in many commercial contracts, but foreign law must be proved as fact in a Thai court, which adds cost and delay. Mandatory Thai rules still apply.

Is an electronic signature valid in Thailand?+

The Electronic Transactions Act B.E. 2544 recognises electronic signatures where the method is reliable and appropriate to the purpose. Some registrar and land-office filings still require original signatures.

Do you notarise the signed contract?+

Where a foreign counterparty, bank or registrar asks for it, our Notarial Services Attorneys can certify signatures, and we arrange consular legalisation where the document will be used abroad.

Authoritative Sources

References & Citations

Official government, legal, and international sources cited throughout this page.

1
Office of the Council of State· แหล่งทางการ
Office of the Council of State — Thai law database ↗
www.krisdika.go.th
2
Thai Arbitration Institute· แหล่งทางการ
Thai Arbitration Institute (TAI), Ministry of Justice ↗
tai.coj.go.th
3
ETDA· แหล่งทางการ
Electronic Transactions Development Agency (ETDA) ↗
www.etda.or.th
4
Department of Business Development· แหล่งทางการ
Department of Business Development — company affidavits ↗
www.dbd.go.th
5
Office of the Judiciary of Thailand· แหล่งทางการ
Office of the Judiciary of Thailand ↗
www.coj.go.th

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General information, not legal advice on your specific matter. We are not a bank, not an insurance broker and not an agent of any state authority, and we do not guarantee any authority's decision.

Talk to us before you file — reply within 24 hours

Tell us your nationality, visa category and the deadline. Our staff confirms the scope and the fee by phone, Line or Email before any work begins.

Chat on Line Call 094-8958999 Email contact@thainotary.co.th

Explore More

Deep Context and Service Standards

Sourced from the Lawyer Act B.E. 2528 (1985), the Lawyers Council Regulation on Notarial Services Attorneys B.E. 2546 (2003), the Personal Data Protection Act B.E. 2562 (2019), the Hague Apostille Convention of 1961, and official publications of the Department of Consular Affairs (MFA).

Firm Overview and Practice Framework

Thai Notary Service is a full-service Thai law office providing document notarization, certified translation, legalization chain management, and international document consultancy. Our team includes Notarial Services Attorneys licensed by the Lawyers Council of Thailand under the Royal Patronage, and we operate offices in Bangkok, Greater Bangkok, and a partner network in every province across Thailand. We serve individuals, expatriates, cross-border couples, students, corporates, multinationals, and government agencies requiring documents with legal effect both inside Thailand and abroad.

All notarial acts follow the Lawyer Act B.E. 2528 (1985) Section 27 read with the Lawyers Council Regulation on Notarial Services Attorneys B.E. 2546 (2003), the sole legal basis authorizing Thai attorneys to certify documents comparable to a foreign Notary Public. Every attorney on our team has completed the accredited training and examination administered by the Lawyers Council and holds a verifiable registration number searchable on the Lawyers Council public registry.

By choosing a firm that houses Notarial Services Attorneys in-house, clients consolidate a multi-stage legalization chain under one accountable roof: attorney notarization, followed by Ministry of Foreign Affairs (MFA) legalization at the Department of Consular Affairs, followed by embassy or consular legalization for the destination country. Since 21 November 2024 the Kingdom of Thailand has become a party to the Hague Apostille Convention (Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents). Documents apostilled in Thailand are now accepted in more than 125 member states without embassy re-legalization, materially reducing turnaround time and cost.

General Information and Firm Framework — Deep Context

The firm operates under an ISO 9001:2015 quality-management framework and enforces data protection consistent with the Personal Data Protection Act B.E. 2562 (2019). All client documents are stored with AES-256 encryption at rest and in transit and are retained for ten years in accordance with lawyer-record obligations under the Lawyer Act.

Our team combines Notarial Services Attorneys, NAATI-certified translators, and legal specialists in intellectual property, taxation, cross-border family law, corporate law, and immigration law, together with a support team dedicated to documentation, translation, and government-agency liaison.

Fees are transparent and disclosed both on the website and in the pre-engagement quote, separating professional fees, government fees, travel disbursements (if any), and other line items. The firm issues VAT invoices and official receipts and accepts payment by bank transfer, credit card, PromptPay, and cash.

Trust Standards — PDPA, SLA, Quality Assurance

On data protection, the firm strictly follows the Personal Data Protection Act B.E. 2562 (2019), Sections 24, 26, and 27 — collecting, using, and disclosing personal data only to the extent necessary for the engagement, disclosing purposes, and obtaining consent from data subjects in advance. Clients retain the right to inspect, obtain a copy, rectify, erase, or withdraw consent at any time through the firm's Data Protection Officer (DPO). For clients in the European Union, processing follows GDPR Article 6 (lawful basis) and Article 46 (Standard Contractual Clauses).

Our Service Level Agreement targets an inquiry response within one hour during business hours (09:00–18:00, Monday to Saturday), attorney appointments within twenty-four hours, standard notarization within one business day (or two to three hours on express service), certified translation within three to five business days per ten A4 pages, MFA legalization within two business days on standard service (one business day express), and embassy legalization typically within three to fifteen business days depending on the mission's own policy.

Every deliverable passes a three-tier quality-assurance chain: (1) the responsible attorney or translator, (2) a Senior Attorney or department head reviewing substance and formatting, (3) a Quality Control desk performing the final pre-delivery check. Any firm-side error is remedied at no additional cost, and if a document is rejected by a government authority due to a firm-side error, we cover the entire re-filing fee.

Contact and Initial Consultation

Initial consultation is complimentary via Line @thainotary or by phone at 094-8958999. The team responds within one hour during business hours. Every inquiry is treated confidentially under the Lawyers Council ethics rules and the Personal Data Protection Act.

Thai–English contract drafting and review

What we handle

Two columns that actually match

Prevailing language and governing law

Dispute resolution that can be enforced

Signature, seal and authority

Electronic signature position

Documents required

How the process runs

Scoping call

Risk read of the existing text

Bilingual draft

Negotiation rounds

Signing and post-signing