How must a guarantee be written in Thailand to be enforceable under the amended law?

Contents · 28 subsections
  1. Guarantees and security in each type of contract
    1. Catering Services Agreement
    2. Compromise Agreement
    3. Construction Subcontract Agreement
    4. Acknowledgment of Debt
    5. Freight Forwarding Agreement
    6. Hotel Room Allotment Agreement
    7. Cyber Incident Response Retainer Agreement
    8. Loan and Guarantee Agreement
    9. Managed Security Services Agreement
    10. Market Research Services Agreement
    11. Merchandising Licence Agreement
    12. Mortgage Agreement Addendum (Land, Building or Machinery)
    13. Registering the machinery mortgage
    14. Mutual Termination Agreement
    15. Novation Agreement
    16. Online Course Terms of Enrolment
    17. Personal Guarantee
    18. Personal Loan Agreement
    19. Public Relations Services Agreement
    20. Assignment of Receivables Agreement
    21. Recruitment Services Agreement
    22. SEO Services Agreement
    23. Service Agreement
    24. Share Purchase Agreement (Thai Company)
    25. Solar PV Supply and Installation Agreement
    26. Spousal Consent
    27. Standstill Agreement
    28. Yacht Charter Agreement
  2. Author and sources
Short answer

Thailand's guarantee rules were substantially amended to protect guarantors, and several clauses that used to be common, especially those making the guarantor liable as a joint debtor, no longer work. Many old forms still in circulation have not been updated. Below is what each English contract provides.

Key facts
Found in27 contracts
Last updated2026-09-30

Guarantees and security in each type of contract

Catering Services Agreement

  • Confirm the Guaranteed Number in writing … days before the Event (Clause 3.2). You pay for that number even if fewer guests come.

  • Send dietary requirements with the Guaranteed Number, by table or seat number only (Clause 13.1). If you ask guests for their allergies, tell them why and get their consent in the invitation or registration form.

  • Check the allergen information for each dish in Schedule 1, and tell guests with severe allergies that the kitchen handles allergens (Clause 4.4).

  • Confirm the kitchen space, power, water and waste arrangements with the Venue (Clause 6.1).

  • Keep the signed PDF, Schedule 1, the emails confirming the Guaranteed Number and dietary requirements, payment slips and photographs of the food service. A Thai court works in Thai, so English documents need a certified Thai translation in a dispute.

Open this form — 790 THB

Compromise Agreement

  • No stamp duty is payable on this Agreement. A compromise agreement is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code.
  • If a third person guarantees the payments, the guarantee is a separate instrument that carries stamp duty. If someone signs for a Party under a power of attorney, the power of attorney carries duty of 10 THB for a single act or 30 THB for more than one act (Instrument 7).

Open this form — 590 THB

Construction Subcontract Agreement

  • The Contractor must answer each payment claim in writing within 10 Business Days (Clause 10.3). The Subcontractor may suspend work after a 14-day notice if an amount due is not paid (Clause 10.6).
  • A Thai company or partnership that pays the Subcontractor withholds 3% of each payment for hire of work and gives a withholding tax certificate (Clause 10.7).
  • This Subcontract is a hire of work contract. Stamp duty is 1 THB for every 1,000 THB or part of 1,000 THB of the Subcontract Price. On the price 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. The Subcontractor pays the duty within 15 days after signing, in money to the Revenue Department if the price is 1,000,000 THB or more, or through the e-Stamp Duty system if the Subcontract is signed electronically. Variations that increase the price attract additional duty.
  • The bank guarantee must be delivered within 14 days after signing (Clause 17.1). Check its wording against Clause 17 before accepting it, and diarise its expiry date.

Open this form — 990 THB

Acknowledgment of Debt

  • An acknowledgment by the Debtor that interrupts prescription also counts against the guarantor.
  • Giving the Debtor more time to pay may release the guarantor unless the guarantor agrees to the extension in writing at the time. Before the Creditor signs, ask the guarantor to sign a short written consent to the payment plan in Clause 3.
  • If this Acknowledgment reduces the amount of a guaranteed debt, the Creditor must notify the guarantor in writing within 60 days after signing.

Open this form — 590 THB

Freight Forwarding Agreement

  • The limit of … SDR per kilogram (Clause 14.5) is usually far below the value of manufactured goods. Insure the Goods unless your buyer or seller does so under the Incoterm of the sale, or declare a higher value and pay the Forwarder's valuation charge.
  • For sea shipments, you may have to pay a share of general average even if your Goods were not damaged (Clause 5.3). Cargo insurance normally covers this and provides the guarantee that the shipping line asks for.

Open this form — 990 THB

Hotel Room Allotment Agreement

  • Check that the hotel business licence number in Clause 2.3 matches the licence displayed at the hotel and is valid for the whole Allotment Period.
  • Put every Release Date in the reservations calendar. Rooms without a rooming list return to the Hotel at the end of the Release Date, … days before arrival (Clause 4.1).
  • You chose a guaranteed allotment: the Agency pays for the shortfall below …% of the allotted room nights each month (Clause 4.3), less revenue from rooms the Hotel resells (Clause 4.4). Under Thai law this charge is a penalty, and a court may reduce it if it is disproportionate (Civil and Commercial Code section 383). Ask for the occupancy records before paying a shortfall invoice.

Open this form — 790 THB

Cyber Incident Response Retainer Agreement

  • Call the hotline and send the email (Clause 5.1). Do not wipe or rebuild affected machines before the Responder advises, because that destroys Evidence.
  • Personal data breach: as data controller you must notify the Personal Data Protection Committee Office without delay and, where feasible, within 72 hours after becoming aware of a breach, unless the breach poses no risk to individuals' rights and freedoms, and must also tell affected individuals where the risk is high (Personal Data Protection Act section 37(4)). The PDPC's notification rules list what the notice must contain; the Responder is obliged to give you those facts in time (Clause 9.2). If you cannot notify within 72 hours for a necessary reason, the rules allow you to explain the delay to the Office, but no later than 15 days after becoming aware.
  • If you are, or serve, a critical information infrastructure organisation under Thailand's cybersecurity law, or you are regulated by a sector regulator, you may have a separate duty to report cyber threats to that regulator and the national cybersecurity authority. Record those duties in onboarding (Clause 9.3).
  • Notify your cyber insurer within the time in your policy, and check whether the insurer must approve the Responder before costs are incurred (Clause 11.1).
  • Consider reporting to the police. A police report is often needed for insurance and for pursuing the attacker.
  • Do not pay a ransom without legal advice. A payment may breach anti-money laundering or sanctions laws and does not guarantee recovery; the Responder will not negotiate or pay without your written instruction (Clause 10).
  • Beware of fake payment instructions during an incident. Confirm any change of bank account by telephone (Clause 14.5).

Open this form — 990 THB

Loan and Guarantee Agreement

  • This Agreement contains two dutiable instruments in one document — a loan and a guarantee — and duty must be paid for both.

  • Loan: 1 THB for every 2,000 THB (or part of 2,000 THB) of the loan amount, up to a maximum of 10,000 THB — the amount the system calculates from the figures entered for this Agreement.

  • Guarantee: the amount the system calculates from the figures entered (10 THB for a guaranteed amount above 10,000 THB).

  • Each signed counterpart needs a further the amount the system calculates from the figures entered.- The loan is in …, so convert the loan amount into Thai Baht at the exchange rate on the date of signing. Loan duty is then 1 THB for every 2,000 THB (or part of 2,000 THB) of that Baht amount, up to a maximum of 10,000 THB.

  • Guarantee duty is 10 THB when the guaranteed amount exceeds 10,000 THB in Baht terms. Each signed counterpart needs a further 5 THB.

  • By law the Lender is liable for the loan duty and the Guarantor for the guarantee duty. Clause 10.1 makes the Borrower bear the cost of both.

  • On a paper original signed by hand, affix duty stamps and cancel them, or pay through the Revenue Department's e-Stamp service. If the Parties sign electronically (Clause 14.6), the duty must be paid through e-Stamp, before signing or within 15 days after the day of signing.

  • An unstamped or under-stamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge have been paid.

  • The Borrower signs a Receipt of Loan (Schedule 1) for each drawdown. Keep it with the bank transfer record.

  • For every repayment, the Borrower should obtain the written receipt signed by the Lender that Clause 6.2 requires. Under Thai law, a Borrower who repays a written loan can prove repayment in court only with a document signed by the Lender, or by getting the loan document back or cancelled.

  • When the loan is repaid in full, the Borrower should ask the Lender to return or cancel the signed original, and the Guarantor should ask for the written release in Clause 9.9.

  • Put a reminder in your calendar: whenever the Borrower misses a payment, the Lender must send the Guarantor a written notice within 60 days (Clause 9.5). Send it by email and by registered post, and keep proof of delivery.

  • Do not agree to give the Borrower more time to pay, or to reduce the debt, without first getting the Guarantor's written consent to that specific change (Clause 9.6 and Clause 9.7). Otherwise the Guarantor may be released.

  • The Guarantor is never liable for more than the amount in Clause 9.3.

  • A Thai court works in Thai. A Party that relies on this Agreement, or on English emails, in a Thai court must file a Thai translation certified as accurate. Budget for this cost before starting proceedings.

  • Clause 14.7 says the English text prevails over any translation, so have the translation checked carefully against the English text.

  • A judgment of a foreign court cannot be enforced directly against assets in Thailand. If the Borrower or the Guarantor has assets only in Thailand, Thai courts are the practical forum.

Open this form — 790 THB

Managed Security Services Agreement

  • The Provider detects and advises; you decide and act (Clause 5). Patching, restoring from backups and all notifications to regulators, customers and the police remain your responsibility.

  • If personal data may be affected, the law requires you, as data controller, to notify the Office of the Personal Data Protection Committee without delay and within 72 hours after becoming aware of the breach, unless the breach poses no risk to individuals' rights and freedoms, and to tell the affected individuals without delay if the risk to them is high (Personal Data Protection Act section 37(4)). The Provider must notify you within … hours (Clause 9.2(f)) and send a written summary within 24 hours of a Critical Alert (Clause 10.2), so you have time to assess and report.

  • As a critical information infrastructure organisation, you may have separate duties to report cyber threats to your sector regulator and the national cybersecurity authority, with their own deadlines. Give the Provider those procedures in writing (Clause 10.3).

  • The Provider will not negotiate with or pay an attacker (Clause 5.3). If you receive a ransom demand, take legal advice before any payment; payments may breach sanctions or other laws and do not guarantee recovery.

  • Ask the Provider to export the relevant logs with their handling record as soon as a serious incident is confirmed (Clause 8.3). Logs are deleted after … days unless you ask for them to be preserved.

  • Service credits of …% per late Critical or High Alert, capped at …% of the monthly fee, are deducted from the next invoice (Clause 14). Under Thai law they work like a penalty, which a court may reduce if excessive, and they do not stop you claiming a larger proven loss.- The alert times are targets without service credits (Clause 14). Keep the monthly reports; three consecutive months of missed targets is a breach you can act on.

  • No provider can guarantee that every attack will be detected (Clause 19.1). The liability cap does not apply to misuse of access or data by the Provider's staff, fraud, gross negligence or personal injury (Clause 19.4). Consider cyber insurance for the losses that remain with you.

Open this form — 990 THB

Market Research Services Agreement

  • Research gives estimates, not guarantees (Clause 6.1). Read the method statement, sample size and margin of error in the report before relying on a number.
  • Advertising claims such as "Thailand's favourite" or "recommended by 9 out of 10" must be supported by evidence. Thai consumer protection law prohibits advertising statements that are false or exaggerated. Send the wording to the Agency before publishing (Clause 6.2).
  • The Client owns the report and Aggregated Data once the Project Fee is paid (Clause 10.2). A transfer of copyright must be in writing and signed by both Parties.

Open this form — 790 THB

Merchandising Licence Agreement

  • No stamp duty is payable. A merchandising licence is not listed in the Stamp Duty Schedule of the Thai Revenue Code. A power of attorney used to sign or to file with the Registrar carries 10 THB or 30 THB.

  • Royalties, the advance and Minimum Guarantee payments are royalties for Thai tax purposes. A Thai company or juristic person that pays them to a company carrying on business in Thailand normally withholds 3% and issues a withholding tax certificate (Clause 9.2).

  • If the Licensor is an individual or is abroad, different withholding rules apply and a double tax treaty may reduce the rate, and a Thai Licensee paying abroad may have to self-assess Thai VAT (Form P.P.36). Ask an accountant before the first payment, especially because you ticked gross-up, so the Licensee bears the withholding tax on top of the royalties.

  • Quarterly statements and royalties are due within 30 days after each quarter (Clause 8.1), and any shortfall against the Minimum Guarantee within 30 days after each Contract Year (Clause 7.3).

  • Launch every category within … months, or the Licensor may remove it (Clause 6.2).

Open this form — 990 THB

Mortgage Agreement Addendum (Land, Building or Machinery)

  • Both Parties, or their attorneys, attend the Land Office where the title deed is kept and sign the official mortgage form before the land official.
  • The registration fee is 1% of the Mortgage Amount, capped at 200,000 THB — about (calculated by the system from the figures entered) for this Addendum. The government reduces this fee from time to time for some transactions, so check with the Land Office on the day. Clause 12.1 puts the fee on the Mortgagor.
  • Bring: the original title deed; ID cards or passports and house registration of the individuals; for a company, a recent company affidavit, a board resolution approving the mortgage and the signatory's ID; a power of attorney on the Land Office form if an attorney signs; and the signed Principal Agreement.
  • If the land is marital property of an individual Mortgagor, the spouse must consent in writing or sign with the Mortgagor (s.1476(1)). A Spousal Consent form in English and Thai makes this simple.
  • A foreign individual or foreign company may be a mortgagee of Thai land. It cannot, however, own the land, so it cannot take the land on foreclosure (Clause 11.3(d)). Its remedy is the proceeds of a court auction. Plan the loan on that basis.

Registering the machinery mortgage

  • Machinery can be mortgaged only after it has been registered as machinery under the law on machinery registration. If it is not registered yet, the owner must first apply to register it, with proof of ownership and a site inspection.

  • The mortgage is then registered at the Central Machinery Registration Office of the Department of Industrial Works in Bangkok, or at the provincial industry office, on the office's official form. Both Parties, or their attorneys, sign before the official.

  • The office charges a registration fee set by ministerial regulation. Ask the office for the current amount before the appointment. Clause 12.1 puts the fee on the Mortgagor.

  • Bring: the machinery registration certificate; ID cards or passports; for a company, a recent company affidavit, a board resolution and the signatory's ID; and a power of attorney if an attorney signs.

  • Keep the machinery at the Machinery Site (Clause 3.3). Moving registered machinery may also require notice to the registration office, so check with the office before any move.

  • Machinery that cannot be registered, stock and receivables can instead be offered as business collateral registered with the Department of Business Development, without handing them over. Take advice before choosing that route.

  • The Mortgagor is liable only up to the value of the Property, and cannot be made liable as a guarantor; any agreement to the contrary is void (s.727/1).

  • The Mortgagee must obtain the Mortgagor's consent at the time it gives the Debtor more time to pay. Consent given in advance has no effect, and an extension without consent can release the Mortgagor (s.727 with s.700). A reduction of the debt must be notified to the Mortgagor within 60 days (s.691).

  • When enforcing, the Mortgagee must send the Mortgagor a copy of the Enforcement Notice within 15 days after sending it to the Debtor. If it is late, the Mortgagor stops being liable for interest and charges that arise after that 15-day period (s.728, second paragraph).

  • If a director or controlling person of a company mortgages their own property for the company's debt and the lender wants them liable beyond the value of the property, they must also sign a separate guarantee agreement (s.727/1, second paragraph). This Addendum does not do that.

Open this form — 790 THB

Mutual Termination Agreement

  • Check the old agreement for a clause that says how it may be amended or terminated (for example, only by a document signed by directors). Sign this Agreement in the same way, through the same authorised signatories.
  • List everything that must be returned (Clause 6.1). Clause 3.2 says that nothing else has to be returned, which replaces the usual rule of Thai law that the parties are restored to their former positions when a contract is terminated (Civil and Commercial Code section 391).
  • List the terms of the old agreement that must continue, such as confidentiality and intellectual property (Clause 8.1). Terms you do not list end with the old agreement.
  • If the old agreement is backed by a guarantee or other security, remember that releasing the debtor may also release the guarantor. If the final payment still needs security, obtain a new written guarantee.
  • If there is a real dispute and both sides are giving up part of their claims to settle it, a compromise agreement is the better document.

Open this form — 590 THB

Novation Agreement

  • A guarantee or security that supported the Transferor's obligations does not automatically support the Transferee's. The novation takes effect only when the condition in Clause 6.1 is met.
  • Arrange the Transferee's replacement security early, because the change of party waits for it. Once it is delivered, the Continuing Party must release the old security and return the original documents within 10 Business Days (Clause 6.2).- A guarantor or other person who gave security and is not a party to this Agreement must give their own written consent. This Agreement cannot consent on their behalf (Clause 6.2). A mortgage over land that is to secure the new obligations may also need a registration at the Land Office.
  • If the condition is not met within 30 days, any party may terminate this Agreement and the Original Contract stays with the Transferor (Clause 6.3).

Open this form — 990 THB

Online Course Terms of Enrolment

  • Learners may cancel for any reason within … days and must receive a full refund within 14 days (Clause 6.1). Do not add conditions or deductions to this right.
  • Apply the conditions of the satisfaction guarantee exactly as written, and keep evidence of whether they were met (Clause 6.2).
  • "Lifetime" access is defined as at least … years. If you close a course earlier, give 60 days' notice and refund the unused part (Clause 5.2).

Open this form — 790 THB

Personal Guarantee

  • An individual guarantor cannot be made liable as a joint debtor. Any clause that says so, in this Guarantee or in the Main Contract, is void (Civil and Commercial Code section 681/1). Clause 2.2 and Clause 15.1 confirm this.

  • The guarantee must identify the debt clearly, and the Guarantor is liable only for that debt (section 681). For future debts, the guarantee must state the purpose, the nature of the debt, the maximum amount and the period in which the debts may arise. Fill in all of them (Clause 1.1).Describe the Main Contract precisely, with its date, parties and amount (Clause 1.1).

  • The Guarantor's total liability is capped at …, including interest and costs (Clause 3.2).

  • Send the Guarantor a written notice of the default within 60 days after the date of default (Clause 4.1). If the notice is late, the Guarantor is not liable for interest, damages and charges after the 60-day period (section 686). Use registered post with acknowledgment of receipt and email.

  • Do not demand payment from the Guarantor before the notice reaches him or her (Clause 4.2). The Guarantor may choose to pay on the Debtor's original instalment terms (Clause 4.3).

  • If you agree with the Debtor to reduce the debt, notify the Guarantor within 60 days (Clause 5.1, section 691).

  • Do not give the Debtor more time to pay without the Guarantor's written consent given at that time. An extension without that consent releases the Guarantor, and consent given in advance does not count (Clause 5.2, section 700).

  • The Guarantor may ask you to claim from the Debtor first and, if the Debtor can pay, to enforce against the Debtor's assets first (Clause 2.3).

  • A guarantee carries stamp duty under Instrument 17: 10 THB for a guarantee of more than 10,000 THB or of an unlimited amount, 5 THB for more than 1,000 THB up to 10,000 THB, and 1 THB for 1,000 THB or less. On the Maximum Amount you entered, the duty is the amount the system calculates from the figures entered, and each counterpart carries the amount the system calculates from the figures entered.

  • By law the Guarantor is liable for the duty, but Clause 11.2 makes the Creditor pay it. If the Guarantee is signed electronically, pay the duty through the Revenue Department's e-Stamp Duty system.

  • An unstamped guarantee cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid (Revenue Code section 118).

  • The Guarantor must sign personally. A guarantee can be enforced only if there is written evidence signed by the Guarantor (section 680).

  • Give the Guarantor a copy of the Main Contract before signing and a signed copy of this Guarantee after signing (Clauses 7.1 and 10.1). If the Guarantor cannot read English well, give a Thai translation and let him or her take advice.

  • If the Guarantor signs with a thumbprint, two witnesses must sign.

  • The Guarantor may ask for a statement of the outstanding debt once every 3 months (Clause 7.2).

  • The Guarantor may end the Guarantee for transactions made more than 30 days after a notice, but stays liable for earlier debts (Clause 8.1). A Creditor who still needs a guarantee should ask for a replacement guarantor before that date.

  • A new facility, a higher credit limit or a different contract is not covered unless the Guarantor signs a new guarantee (Clause 3.1).

  • A Thai court works in Thai. The Creditor must file a certified Thai translation of this Guarantee and of the notices sent under it.

  • A Guarantor who pays the Creditor can recover the amount from the Debtor and takes over the Creditor's security (Clause 6.3). Keep the Creditor's signed receipt.

Open this form — 790 THB

Personal Loan Agreement

  • Send a written demand stating the overdue amount (Clause 6.1(a)). Only after … days without payment may the Lender call in the whole Loan, by a second written notice (Clause 6.3).
  • Interest on late payment is charged only on the amount overdue, which for instalments means only the principal of the missed instalment (Clause 6.2). Collect the debt only through the courts; threats, public shaming or calls to the Borrower's employer are prohibited (Clause 6.4) and may be offences.
  • A small claim can usually be filed at the Thai district court (Kwaeng court) for the area where the Borrower lives or where the Agreement was made. A court works in Thai, so the Lender must file a certified Thai translation of this Agreement.
  • As a general rule, the right to sue for the principal is lost 10 years after it becomes due, and for unpaid interest 5 years after each amount becomes due. Do not wait.
  • If the Borrower leaves Thailand and has no assets here, a Thai judgment may be difficult to enforce abroad. Lend only what you can afford to lose, or ask for a guarantor or collateral instead.

Open this form — 590 THB

Public Relations Services Agreement

  • Name your Spokespersons and the Crisis contact in Schedule 1, and agree who in your company approves statements. Nothing may be released in your name without written approval (Clause 6.1).
  • Coverage cannot be guaranteed (Clause 4). Judge the Agency on the outputs in Schedule 1 and the monthly reports (Clause 2.4).
  • Paid articles, advertorials and paid interviews must be labelled as advertising (Clause 5.2). Paying journalists or giving them valuable gifts for favourable coverage can damage your reputation and may breach anti-corruption and advertising laws.
  • If your company is listed, check with your company secretary before any release that may affect the share price. The disclosure rules come first (Clause 7.2).

Open this form — 790 THB

Assignment of Receivables Agreement

  • Under Thai law, the assignment must be in writing (this Agreement), and it can be relied on against the Debtor and other third persons only after the Debtor has received written notice or has consented in writing (Civil and Commercial Code section 306).
  • The Assignor must deliver the Notice of Assignment within … Business Days after payment (Clause 4.2). Deliver it by hand against a signed and dated receipt, or by registered post with advice of delivery (EMS with a return receipt), and keep the proof. If the Assignor does not deliver it on time, the Assignee may deliver it itself.- You chose not to notify the Debtor yet (Clause 4.2). Until the Debtor receives the notice, a payment by the Debtor to the Assignor discharges the Debtor, and the Assignee depends on the Assignor to pay the money over within … Business Days. If the Assignor were to assign the same Receivables to someone else who notifies the Debtor first, that person may have the better right. Deliver the notice as soon as you have any doubt about the Assignor.
  • After the notice, the Debtor must pay only to the account in Schedule 2. The Assignor must pass on any payment it still receives (Clause 5.1).
  • The Debtor keeps the defences it had against the Assignor, for example that goods were defective. If the Debtor refuses to pay for such a reason, the Assignor must buy the Receivable back (Clause 8.1).
  • Guarantees and security for the Receivables pass to the Assignee with them. The Assignor must notify each guarantor and security provider in writing and help with any registration, such as registering the transfer of a mortgage at the Land Office (Clause 6.2).

Open this form — 990 THB

Recruitment Services Agreement

  • The Fee is due when the Candidate starts workaccepts the written offer (Clause 5.2). Tell the Agency the Annual Base Salary as soon as the offer is accepted (Clause 4.1).
  • Withdrawing an accepted offer for a reason unconnected with the Candidate costs 50% of the Fee (Clause 5.3). Thai courts may reduce an agreed payment of this kind if it is excessive compared with the Agency's actual loss (Civil and Commercial Code section 383).
  • If a placed Candidate leaves within … days, give written notice within 14 days (Clause 6.1). The guarantee does not cover redundancy or a changed role (Clause 6.3).
  • A Fee is payable if you hire a Candidate within … months after the Introduction, even for another role (Clause 7.1). If you were already talking to the person, tell the Agency within 5 Business Days.
  • The retainer is credited against the first Fee (Clause 5.7). It is refundable in full if the Agency fails to deliver a shortlist on time or ends the Agreement; if you cancel, the Agency may keep only a fair amount for the work it has actually done and reported.

Open this form — 790 THB

SEO Services Agreement

  • Rankings and AI citations cannot be guaranteed (Clause 5). Judge the Service Provider by the work listed in Schedule 1 and the monthly reports, and raise problems in writing within 30 days (Clause 16.2).
  • Ask for the list of links and paid placements every month (Clause 4.3). Buying links or publishing undisclosed sponsored articles can breach search engine policies and advertising law. Paid placements need your prior written approval (Clause 6.4).
  • Content on health, medicine, law or finance should be checked by a qualified person on your side before approval (Clause 8.2). Claims about your products in the content are your responsibility once approved.
  • Statements about competitors can create liability for defamation or unfair advertising. Keep comparisons factual and supported by evidence.

Open this form — 790 THB

Service Agreement

  • Ask the Service Provider's bank for an irrevocable guarantee for … in the wording the Client approves, valid until 30 days after the Agreement ends (Clause 14.1). The Client may call on it only for amounts owed and unpaid after a written demand (Clause 14.2). Return the original guarantee to the Service Provider when the Agreement ends.

  • A Thai court works in Thai. A Party that relies on this Agreement, or on English emails and documents, must file a Thai translation certified as accurate. Budget for this cost.

  • If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad. Payment terms that protect you, such as monthly invoicing, advance payment or a bank guarantee, often work better than a court case. An arbitral award is easier to enforce in other countries, but it also needs a certified Thai translation to be enforced through a Thai court.

Open this form — 790 THB

Share Purchase Agreement (Thai Company)

  • This Agreement signed by all three parties, and the signed and stamped share transfer instrument
  • The approvals and waivers under Clause 4.1, and the board resolutions of any company party
  • The certified copy of the updated register of shareholders and the new share certificate
  • Proof of payment of the price and of the stamp duty, and, if the Buyer withheld tax, the Seller's cost evidence (Clause 12.3) and the withholding tax certificate, and the creditor's written release of the Seller's guarantees (Clause 10)

Open this form — 990 THB

Solar PV Supply and Installation Agreement

  • Register the manufacturers' warranties in your name and keep the serial numbers. Report defects in writing with photographs — for anything that smells of burning, sparks, or lets water into the building, call the Installer at once and switch the System off using the shutdown procedure (Clause 13.3).
  • Keep the monitoring data for each guarantee year. The Installer must report on the Guaranteed Output within 30 days after each year (Clause 12.3).
  • Under the Civil and Commercial Code, a claim for a defect must be brought within one year after the defect appears. Do not wait for the end of the warranty period.

Open this form — 990 THB

  • No stamp duty is payable on this consent. A spouse's consent is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code.

  • The transaction itself may carry duty or fees: for example a loan contract, a guarantee, a lease of more than three years, or the registration fee for a sale or mortgage at the Land Office. These are paid on those documents, not on this consent.

  • If the consenting spouse gives someone a power of attorney to sign at the Land Office, that power of attorney carries duty of 10 THB for a single act or 30 THB for more than one act (Instrument 7).

  • Under section 1476 of the Thai Civil and Commercial Code, spouses must manage marital property together, or one spouse must have the other's consent, to sell, exchange, sell with a right of redemption, let on hire-purchase, mortgage, release or transfer a mortgage over land or mortgageable property; create or end a servitude, habitation, superficies, usufruct or charge; lease immovable property for more than three years; lend money; make a gift (other than a suitable gift for charity, social or moral purposes); compromise; submit a dispute to arbitration; or give property as security to an official or a court.

  • A transaction made without a required consent may later be set aside by a court at the request of the other spouse. That is why buyers, banks and Land Offices ask for this document.

  • Borrowing, giving a guarantee or pledging property are not on that list. A lender may still ask for the spouse's consent, because it may help the lender claim against marital property if the loan is not repaid. Ask the lender what it will rely on before signing.

  • The law applies to spouses of any gender. This document uses "spouse" throughout.

  • Describe the property exactly: title deed or condominium title number, land number and location, or share certificate numbers. Adding the Thai words in brackets helps the officer match the document.

  • Set a maximum amount for a mortgage, loan or guarantee. Clause 2.1 limits the consent to that amount and to the named transaction; a later increase in a mortgage or loan needs a new consent.

  • If you set an expiry date, the transaction must be registered or signed by then. Leave enough time for the Land Office appointment.

Open this form — 590 THB

Standstill Agreement

  • Each guarantor must sign the consent in Schedule 2 within 10 Business Days (Clause 7.2). Under Thai law, a guarantor may be released if the creditor gives the debtor more time to pay without the guarantor's consent (Civil and Commercial Code section 700). Until every consent is received, the Creditor may end the standstill at once (Clause 7.3).

  • If the Debtor has defaulted, remember that the law also requires the Creditor to notify a guarantor within a set time after the default. This Agreement allows those notices to be sent (Clause 2.2(c)).- If anyone has guaranteed the Claims, use the guarantor option so that the guarantor signs a consent. Otherwise the guarantee may be at risk.

  • All security stays in place and interest continues to run (Clause 6.1).

  • A standstill agreement and a written acknowledgment of debt are not instruments listed in the Stamp Duty Schedule, so this Agreement does not carry stamp duty. A loan agreement on which a Claim is based must already carry its own duty.

  • Keep the signed Agreement, all notices and the guarantor consents. A Thai court will need a certified Thai translation of any English document you rely on.

Open this form — 990 THB

Yacht Charter Agreement

  • Inspect the Yacht together, fill in the condition report in Schedule 1 and take dated photographs, including the fuel gauge and engine hours (Clause 9.2).
  • The Owner may deduct from the security deposit only for damage caused by the fault of a Guest or the skipper, with evidence, and not more than … per incident unless there was gross negligence, alcohol or drugs, or a breach of the main prohibitions (Clauses 9.3 and 9.4). Damage not recorded at disembarkation must be notified within 48 hours (Clause 9.5).

Open this form — 990 THB

Author and sources

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-4A632B. If you reuse this content, please credit the author and link to the original.

Frequently asked questions

How does the Catering Services Agreement deal with guarantees and security?

Confirm the Guaranteed Number in writing … days before the Event (Clause 3.2). You pay for that number even if fewer guests come. Send dietary requirements with the Guaranteed Number, by table or seat number only (Clause 13.1). If you ask guests for their allergies, tell them why and get their consent in the invitation or registration form. Check the allergen information for each dish in Schedule 1, and tell guests with severe allergies that the kitchen handles allergens (Clause 4.4). Confirm the kitchen space, power, water and waste arrangements with the Venue (Clause 6.1). · Keep the signed PDF, Schedule 1, the emails confirming the Guaranteed Number and dietary requirements, payment slips and photographs of the food service. A Thai court works in Thai, so English documents need a certified Thai translation in a dispute.

How does the Compromise Agreement deal with guarantees and security?

No stamp duty is payable on this Agreement. A compromise agreement is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code. If a third person guarantees the payments, the guarantee is a separate instrument that carries stamp duty. If someone signs for a Party under a power of attorney, the power of attorney carries duty of 10 THB for a single act or 30 THB for more than one act (Instrument 7).

How does the Acknowledgment of Debt deal with guarantees and security?

An acknowledgment by the Debtor that interrupts prescription also counts against the guarantor. Giving the Debtor more time to pay may release the guarantor unless the guarantor agrees to the extension in writing at the time. Before the Creditor signs, ask the guarantor to sign a short written consent to the payment plan in Clause 3. If this Acknowledgment reduces the amount of a guaranteed debt, the Creditor must notify the guarantor in writing within 60 days after signing.

How does the Freight Forwarding Agreement deal with guarantees and security?

The limit of … SDR per kilogram (Clause 14.5) is usually far below the value of manufactured goods. Insure the Goods unless your buyer or seller does so under the Incoterm of the sale, or declare a higher value and pay the Forwarder's valuation charge. For sea shipments, you may have to pay a share of general average even if your Goods were not damaged (Clause 5.3). Cargo insurance normally covers this and provides the guarantee that the shipping line asks for.

How does the Hotel Room Allotment Agreement deal with guarantees and security?

Check that the hotel business licence number in Clause 2.3 matches the licence displayed at the hotel and is valid for the whole Allotment Period. Put every Release Date in the reservations calendar. Rooms without a rooming list return to the Hotel at the end of the Release Date, … days before arrival (Clause 4.1). You chose a guaranteed allotment: the Agency pays for the shortfall below …% of the allotted room nights each month (Clause 4.3), less revenue from rooms the Hotel resells (Clause 4.4). Under Thai law this charge is a penalty, and a court may reduce it if it is disproportionate (Civil and Commercial Code section 383). Ask for the occupancy records before paying a shortfall invoice.

How does the Market Research Services Agreement deal with guarantees and security?

Research gives estimates, not guarantees (Clause 6.1). Read the method statement, sample size and margin of error in the report before relying on a number. Advertising claims such as "Thailand's favourite" or "recommended by 9 out of 10" must be supported by evidence. Thai consumer protection law prohibits advertising statements that are false or exaggerated. Send the wording to the Agency before publishing (Clause 6.2). The Client owns the report and Aggregated Data once the Project Fee is paid (Clause 10.2). A transfer of copyright must be in writing and signed by both Parties.

How does the Merchandising Licence Agreement deal with guarantees and security?

No stamp duty is payable. A merchandising licence is not listed in the Stamp Duty Schedule of the Thai Revenue Code. A power of attorney used to sign or to file with the Registrar carries 10 THB or 30 THB. Royalties, the advance and Minimum Guarantee payments are royalties for Thai tax purposes. A Thai company or juristic person that pays them to a company carrying on business in Thailand normally withholds 3% and issues a withholding tax certificate (Clause 9.2). If the Licensor is an individual or is abroad, different withholding rules apply and a double tax treaty may reduce the rate, and a Thai Licensee paying abroad may have to self-assess Thai VAT (Form P.P.36). Ask an accountant before the first payment, especially because you ticked gross-up, so the Licensee bears the withholding tax on top of the royalties.

How does the Novation Agreement deal with guarantees and security?

A guarantee or security that supported the Transferor's obligations does not automatically support the Transferee's. The novation takes effect only when the condition in Clause 6.1 is met. Arrange the Transferee's replacement security early, because the change of party waits for it. Once it is delivered, the Continuing Party must release the old security and return the original documents within 10 Business Days (Clause 6.2).- A guarantor or other person who gave security and is not a party to this Agreement must give their own written consent. This Agreement cannot consent on their behalf (Clause 6.2). A mortgage over land that is to secure the new obligations may also need a registration at the Land Office. If the condition is not met within 30 days, any party may terminate this Agreement and the Original Contract stays with the Transferor (Clause 6.3).

How does the Online Course Terms of Enrolment deal with guarantees and security?

Learners may cancel for any reason within … days and must receive a full refund within 14 days (Clause 6.1). Do not add conditions or deductions to this right. Apply the conditions of the satisfaction guarantee exactly as written, and keep evidence of whether they were met (Clause 6.2). "Lifetime" access is defined as at least … years. If you close a course earlier, give 60 days' notice and refund the unused part (Clause 5.2).

How does the Personal Guarantee deal with guarantees and security?

An individual guarantor cannot be made liable as a joint debtor. Any clause that says so, in this Guarantee or in the Main Contract, is void (Civil and Commercial Code section 681/1). Clause 2.2 and Clause 15.1 confirm this. The guarantee must identify the debt clearly, and the Guarantor is liable only for that debt (section 681). For future debts, the guarantee must state the purpose, the nature of the debt, the maximum amount and the period in which the debts may arise. Fill in all of them (Clause 1.1).Describe the Main Contract precisely, with its date, parties and amount (Clause 1.1). The Guarantor's total liability is capped at …, including interest and costs (Clause 3.2).

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