Which contracts must be registered or made in a particular form under Thai law?

Commercial Lease Agreement

• A lease of more than 3 years must be made in writing and registered, or it can be enforced for 3 years only (Civil and Commercial Code section 538). Book an appointment at the Land Office where the land is registered and bring the title deed, identity documents or company affidavits, and powers of attorney for anyone attending on a Party's behalf.
• The registration fee is 1% of the total rent for the whole Term (including any key money), and the stamp duty is paid at the Land Office on the same day. Clause 18.2 states who bears these costs.- A lease of 3 years or less does not need registration, but it must be in writing and signed by the Party against whom it is enforced. Keep one original each.
• The renewal right in Clause 3.3 is a promise by the Lessor. If the building is sold before the renewal, a buyer may argue that it is not bound by the promise. If the Lessee depends on the renewal, consider a registered lease for the full period instead.
• A lease can never be longer than 30 years (section 540). If the Lessor is an individual who is married, a lease of more than 3 years of joint marital property needs the written consent of the spouse.

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Commercial Sublease Agreement

• A sublease of a building or land is a lease for stamp duty purposes (Instrument 1). Duty is 1 THB for every 1,000 THB or part of 1,000 THB of the total Rent. On the figures you entered, the duty on the original is the amount the system calculates from the figures entered, and each counterpart carries the amount the system calculates from the figures entered. Because the sublease is registered, the duty is paid in money at the Land Office on the day of registration.Because the total Rent is 1,000,000 THB or more, the duty must be paid in money at the Revenue Department within 15 days after signing.
• By law the Sublessor, as lessor, pays the duty unless the Parties agree otherwise (Clause 14.2).
• A sublease of more than 3 years must be registered at the Land Office to be enforceable beyond 3 years (section 538). The Land Office may require the Head Lease to be registered for at least the same period; ask it which documents it needs from the Head Lessor before the appointment.- A sublease of 3 years or less does not need registration. It must still be in writing and signed.

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Copyright Assignment Agreement

• Under the Copyright Act B.E. 2537 (1994), a transfer of copyright other than by inheritance must be made in writing and signed by both the transferor and the transferee (section 17). An email or an invoice marked "copyright transferred" is not enough. Keep the fully signed Agreement.
• Electronic signatures are allowed by Clause 13.5. For a valuable Work, use a signing service that verifies identity, or sign on paper, so that nobody can later deny the signature.
• Section 17 also says that if a transfer does not state its duration, it is treated as a transfer for 10 years only. This Agreement states the duration in Clause 2.3 (the full period of protection… years).

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Equipment Hire Purchase Agreement

• A hire purchase contract that is not made in writing is void. Both Parties must sign this Agreement, including Schedule 1, before the Equipment is Delivered.

• If the Equipment is machinery registered with a government authority, or has to be registered before use, check the registration status before signing and keep the registration documents with this Agreement. Clause 9.3 obliges the Owner to sign the transfer documents when the Hirer has paid in full.

• If the Owner is a married individual and the Equipment is registered machinery that can be mortgaged and forms part of the spouses' jointly owned marital property, Thai law requires the spouse's consent to let it on hire purchase. Attach a signed spousal consent to this Agreement.

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Franchise Agreement

• A licence to use a registered trademark must be in writing and registered with the Department of Intellectual Property (Trademark Act B.E. 2534 (1991), section 68). An unregistered licence may have no effect as a licence. The Franchisor files within … days (Clause 3.3), and the Outlet may not open to the public under the Marks until the Registration Date (Clause 3.4).
• The Registrar may ask for a Thai translation of the licence terms and for signed originals; the Parties must sign them (Clause 20.7). A renewal under Clause 4.2 must also be registered.
• Check before signing that each Mark in Schedule 1 is registered in Thailand in the Franchisor's name and covers the goods or services of the Outlet.

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Land and Factory Lease Agreement

• If the Term is longer than 3 years, register the lease at the Land Office where the land is located within 30 days after signing (Clause 13.1). If a renewal takes the total lease period past 3 years, register the renewal too (Clause 4.3). An unregistered lease of more than 3 years can be enforced for 3 years only (Civil and Commercial Code section 538).
• The Land Office charges a registration fee of 1% of the total rent for the registered term. The law says the costs of making a lease are shared equally unless agreed otherwise (section 539); Clause 13.2 records what you agreed.
• Registration uses the Land Office's own Thai-language forms. Bring the original title deeds, the parties' identity or company documents, powers of attorney and, if the officer asks for it, a certified Thai translation of this Agreement. A lease cannot be registered for more than 30 years at a time (section 540).
• A registered lease binds a buyer of the land. A renewal option may not bind a buyer automatically, which is why Clause 4.3 requires the Lessor to make it a condition of any transfer.

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Agreement to Sell and Purchase Land and Factory

• Land and buildings: a sale of land and buildings is void unless it is made in writing and registered at the Land Office (Civil and Commercial Code section 456, first paragraph). This Agreement is enforceable as an agreement to sell because it is in writing and backed by a deposit, but ownership passes only on registration (Clause 2.3).
• Machinery and equipment: ownership passes on completion once the full price is paid (Clause 2.3). Keep the signed delivery note as proof of handover.
• Registered machinery: file the transfer with the machinery registrar within 15 days after completion (Clause 2.4). If the machinery is mortgaged, the mortgage must be released first; ask the Seller's bank how it will deliver the release documents.
• Licences: a factory operation licence, BOI promotion or industrial estate permission belongs to the company that holds it and does not pass with the assets automatically. The Buyer must obtain its own, or have the existing licence transferred where the law allows. That is why they are Approvals in Clause 4.
• Land ownership by a foreign-owned company: a company treated as foreign under the Land Code can own land only with permission under a special law, such as investment promotion or industrial estate law, and only for the approved purpose. The permission must be granted before the Land Office will register the transfer.
• Bring certified Thai translations of foreign documents, such as a foreign parent's resolution, to the Land Office and other authorities.

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Deed of Gift of Land

• The original title deed (chanote) for every plot in Schedule 1.
• The ID cards and house registrations of the Donor and the Donee. A foreign donor also brings a passport, and any document from abroad may need a certified Thai translation and legalisation.
• The Donor's marriage certificate, and the Donor's spouse in person or the spouse's written consent on the Land Office's form, with the spouse's ID card or passport. The spouse's consent is required for a gift of marital property (s.1476(5)).
• If the Donor is divorced or widowed, the divorce certificate or the spouse's death certificate. The Land Office usually asks every married owner for the spouse's consent, so tell the officer the Donor's marital status.
• If a Party cannot attend, a power of attorney on the Land Office's own form, signed in front of witnesses, with a copy of that Party's ID card.
• If the Donee is married to a foreign national, the Land Office may ask the Donee and the spouse to confirm in writing that the land is the Donee's personal property. A gift received during marriage is the recipient's personal property under Thai law, and Clause 1.2 of this Deed says so.

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Agreement to Sell and Purchase Land

• A sale of land is void unless it is made in writing and registered at the Land Office (Civil and Commercial Code section 456, first paragraph). This Agreement is an agreement to sell, which can be enforced in court because it is in writing, signed and backed by a deposit (section 456, second paragraph). Ownership passes only on registration.
• The Land Office uses its own Thai-language forms. Bring certified Thai translations of any foreign documents (for example a foreign company's resolution) and check the list of documents with the Land Office a week before.
• Documents usually needed: original title deeds, identity cards or passports and house registrations of individuals, company affidavits (issued within the last month is safest) and board resolutions of companies, spouse consent for marital property, and powers of attorney on the Land Office form for anyone signing on someone else's behalf. A power of attorney signed abroad usually needs notarisation and legalisation at a Thai embassy or consulate.
• Declare the real price. The Land Office compares it with the official appraised value, and under-declaring is an offence.

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Merchandising Licence Agreement

• A licence to use a trademark registered in Thailand must be made in writing and registered with the Registrar of Trademarks (Trademark Act B.E. 2534 (1991) section 68). Without registration, the licence of the trademark does not take effect.
• The Licensee must file within 30 days after signing (Clause 3.2), and must not use the registered names or logos until the Registrar accepts the licence. The artwork itself, protected by copyright, may be used from the Start Date.
• Only goods within the trademark's registered classes can be covered. If a product category in Schedule 2 falls outside them, the Licensor should apply to register the mark for that class.
• When the Agreement ends, both Parties ask the Registrar to cancel the registration (Clause 3.3).

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Novation Agreement

• If the Original Contract had to be registered or made in a special form (for example, a registered lease of land or buildings for more than 3 years), the change of party may need the same formality. Check this before the Effective Date.
• Tell the people who deal with the contract day to day, such as banks, insurers and delivery addresses, about the new party. Update any payment instructions in writing and signed, to reduce the risk of payment fraud.
• The Transferor should hand over records and credentials by the Effective Date (Clause 8.1) and delete personal data it no longer needs (Clause 8.2).

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Partnership Agreement

• File the registration with the Department of Business Development within … days (Clause 2.1). The registration states the name, office, business, each Partner's name and contribution, the Managing Partner and any limit on the Managing Partner's authority. A limit that is not registered may not bind outsiders who deal with the Managing Partner in good faith.
• Changes to Partners, contributions or the Managing Partner must be registered as well (Clause 17.2).
• An unregistered partnership cannot register its name and may find it hard to open a bank account or sign contracts in its own name. Keep the Partnership's money in an account that needs two signatures (Clause 7.1).

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House and Condo Lease Agreement

• If the Term is more than 36 months, both Parties (or their attorneys) must register the lease at the Land Office where the property is located (Clause 12.1). Without registration, the lease can be enforced for 3 years only (Civil and Commercial Code section 538).
• The Land Office charges a registration fee of 1% of the total rent for the whole term, plus the stamp duty above. Registration is done on the Land Office's own Thai-language forms. A foreign Party should bring a passport and, if the officer requires it, a certified Thai translation of this Agreement or of a power of attorney.

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Rooftop and Equipment Site Agreement

• A lease of part of a building is a lease for stamp duty (Instrument 1). Duty is 1 THB for every 1,000 THB or part of 1,000 THB of the total rent for the Term. On the monthly Rent and the Term you entered, the duty is the amount the system calculates from the figures entered on the original and the amount the system calculates from the figures entered on each counterpart. Because the lease is registered, the duty is paid in money at the Land Office on the day of registration.Because the total rent is 1,000,000 THB or more, the duty must be paid in money at the Revenue Department within 15 days after signing.
• The figure uses the starting Rent. Because the Rent increases every year, calculate the duty on the actual total.
• A lease of more than 3 years must be registered at the Land Office, or it can be enforced for 3 years only. The registration fee is 1% of the total rent. Ask the Land Office in advance how it will describe a lease of part of a roof; a clear plan of the Site helps.- Rooftop solar and telecom sites often need 10 years or more. A lease of 3 years or less does not need registration, but a buyer of the Building may not be bound by a promise to extend it. If the Operator needs a long term, register the lease.

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Spousal Consent

• Most Land Offices ask the consenting spouse either to come in person and sign the Land Department's own consent form in front of the officer, or to sign a consent whose signature is certified. Call the Land Office or bank before the appointment and ask which they need. This bilingual document helps the foreign spouse understand exactly what is being signed, and can be filed where the office accepts it.
• Bring the original ID card or passport of both spouses, the marriage certificate, and the house registration or other address evidence. A foreign spouse's passport may need a certified Thai translation of the name page.
• Marriage registered abroad. A Thai authority may ask for the foreign marriage certificate to be legalised and translated into Thai, or for the marriage to be recorded at a Thai district office. Check this well before the transaction.
• Signing abroad. A spouse who cannot come to Thailand can sign before a Thai embassy or consulate, or before a notary public whose signature is then legalised. Ask the Land Office or bank in advance which form of certification it will accept.

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Trademark Licence Agreement

• Under the Trademark Act B.E. 2534 (1991), a licence to use a registered trademark must be made in writing and registered with the Registrar at the Department of Intellectual Property (section 68). An unregistered licence does not take effect as a trademark licence. This Agreement therefore starts the licence only on the Registration Date (Clause 2.1) and bars sales before then (Clause 3.4).
• The LicenseeLicensor must file within … days after signing (Clause 3.2). Use the Department's current application form, attach this Agreement and the documents it requires, and have each Party sign or appoint a trademark agent.- The Marks are still applications. A licence can be registered only after a Mark is registered. The LicenseeLicensor must file within … days after each Mark is registered (Clause 3.2). Until then the Licensee may not sell products bearing the Marks.
• The application must show conditions that let the Licensor genuinely control the quality of the Licensee's goods, and list the licensed goods (section 68). That is why Schedule 2 must contain real, measurable standards and Schedule 1 must list only registered goods.
• The Registrar may accept the licence with conditions, or refuse it, and a refusal can be appealed to the Trademark Board within 60 days (section 69). Clause 3.3 sets out what the Parties do in that case.
• The Department usually requires a Thai translation of an English agreement. Clause 19.8 makes the English version prevail between the Parties, but the Registrar works from what is filed, so have the translation checked.

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Compiled from the notes that accompany the English contract templates on this site, published by Phuwara Krobtaku (ภูวรา ครอบตะคุ), Thai attorney-at-law, licence no. 477/2558. The short answer and summary at the top of this page are put together by the site from the template's clause headings and notes. Statutes are quoted only in the official Thai text: Thai is the only official language of Thai legislation, and an unofficial translation can mislead. Article registry OKC-012FD3. If you reuse this content, please credit the author and link to the original.