Board Resolution & Director's Resolution Notarization Bangkok

A notarized Board Resolution (or Director's Resolution for single-director companies) is a formal corporate document, executed by the company's board of directors, that authorizes specific corporate actions and is notarized by a Notarial Services Attorney for use abroad. It contains: (1) company's full registered name + DBD registration number + registered office; (2) date and venue of board meeting (or written resolution date); (3) quorum confirmation per Articles of Association; (4) names of directors present and voting; (5) the specific resolution(s) passed verbatim; (6) authorized signatory designation; (7) chairman's signature + company seal (if Articles require). You need notarization when: (a) authorizing opening of foreign corporate bank account (HSBC HK, DBS SG, Citi, Standard Chartered, OCBC); (b) authorizing execution of cross-border M&A SPA/SHA; (c) authorizing foreign loan/credit facility; (d) registering foreign branch/subsidiary (Singapore/HK/Dubai/Delaware); (e) appointing foreign attorney-in-fact; (f) authorizing international IP assignment; (g) authorizing international arbitration commencement; (h) corporate guarantee for foreign loan.

Most common Board/Director Resolutions iVC notarizes: (1) Banking Resolution — authorizing specific directors to open/operate foreign bank account, sign cheques, transfer funds, set transaction limits — required by every foreign bank during account opening (2) M&A Authorization Resolution — authorizing specific director to negotiate, execute SPA, and complete acquisition of foreign target / sale to foreign acquirer (3) Foreign Subsidiary Incorporation Resolution — authorizing registration of Pte Ltd Singapore, Limited Hong Kong, LLC Delaware, FZ-LLC Dubai, GmbH Germany (4) Power of Attorney Resolution — appointing foreign attorney-in-fact for specific transactions (e.g., 'Singapore solicitor John Tan authorized to represent company in SIAC arbitration') (5) Corporate Guarantee Resolution — authorizing company to guarantee foreign subsidiary's loan obligations (6) IP Assignment Resolution — authorizing assignment/license of patents, trademarks, copyrights to foreign entities (7) Dividend Distribution Resolution — authorizing dividend payment to foreign shareholders (esp. tax treaty beneficiaries) (8) Director Appointment Resolution — for inclusion in foreign company registrations (9) Capital Increase Resolution — for foreign investor subscription (10) Liquidation/Wind-up Resolution — for foreign branch closure.

Distinct corporate authority levels — your Articles of Association determine which is required: (1) Director's Resolution / Board Resolution — passed by directors only — sufficient for: ordinary course of business (banking, contracts within authority, hiring, operational matters), routine cross-border transactions, attorney-in-fact appointments (2) Shareholders' Resolution (Ordinary) — passed by shareholder majority (>50%) — required for: changing Articles (some clauses), appointing/removing directors, approving annual accounts, declaring dividends, increasing capital (within authorized capital) (3) Shareholders' Resolution (Special — 3/4 supermajority) — passed by 75%+ shareholders — required by Thai CCC Section 1194 for: amalgamation/merger, dissolution, reducing capital, increasing authorized capital, changing company objectives, changing Articles re: shareholder rights (4) Both Board + Shareholders Resolutions — for major M&A: typically board approves transaction commercially + shareholders approve any related Article changes / share issuance. iVC drafting service: we review your DBD Affidavit + Articles + transaction documents and advise which resolution(s) are required + draft both with proper recitals/quorum/voting language + bilingual Thai-English when needed.

Transformative impact on cross-border corporate work since 1 Jan 2026: pre-Apostille a notarized Board Resolution required: notarization → MOFA → destination embassy (US Embassy Bangkok / UK Embassy / German Embassy / Japan Embassy) — 7-14 days, 4,500-8,500 THB per resolution. Post-Apostille workflow: notarization → single MOFA Apostille stamp → directly usable in 125 Hague countries — 3-5 days, 2,500-4,500 THB. Real client benefit: a Singapore IPO requires ~15-25 notarized board/shareholder resolutions; pre-2026 cost ~125K THB + 14 days; post-2026 cost ~75K THB + 5 days = 40% cost saving + 65% time saving. Major Hague beneficiaries: Singapore IPO/secondary listing, Hong Kong IPO/H-share, US/UK/EU M&A acquisitions, German GmbH subsidiary, Dutch holding structures, Luxembourg fund structures. Non-Hague exceptions still requiring embassy: China A-share IPO, Vietnam JV documentation, Saudi PIF investments, UAE non-DIFC subsidiaries — iVC handles dual legalization for these.

Required corporate documents (originals or DBD-certified copies): (1) DBD Affidavit (Nor.Sor.20) — must be dated within 30 days for most foreign banks/lawyers; 90 days for routine filings — iVC obtains fresh DBD same-day (300 THB DBD fee) (2) Articles of Association (Memorandum + Bor.Or.Jor.5 List of Shareholders) — proves quorum requirements and director appointment authority (3) Director appointments / changes since DBD — if directors changed recently, bring filing acknowledgments (Bor.Or.Jor.) (4) Company seal — if Articles require seal (most pre-2008 companies do; post-2008 companies generally don't but check Articles) (5) Director passports (signatories) — for identity verification by Notarial Services Attorney (6) Underlying transaction documents — draft SPA, draft banking forms, draft POA, draft loan agreement — referenced in the resolution recitals (7) Quorum verification — if board meeting was held outside Thailand, bring meeting minutes + attendance record + travel records. iVC drafts: complete Board Resolution in English (or bilingual) + cover certification + Apostille submission package.

Standard Board Resolution notarization: 4,500 THB per resolution (includes drafting, notarial act, 3 originals). Joint Board + Shareholders Resolution package: 7,500 THB. Bulk M&A package (5+ resolutions for single transaction — common for cross-border M&A): 3,500 THB each = significant discount. Add-ons: bilingual Thai-English drafting +1,500 (recommended for German/French/Spanish/Italian/Japanese counterparties), Apostille MOFA +1,500-2,500 + 3-5 days, embassy stamp for non-Hague (CN/VN/SA/UAE non-DIFC) +2,500-4,500 + 5-10 days, DHL international courier +2,500. Urgent service: same-day notarization +50%, same-day Apostille (1 working day) +50% — essential for time-critical M&A closings. Recurring corporate retainer (10+ resolutions/year): 3,500 THB each + included same-day service + dedicated attorney. Typical M&A closing package (15 resolutions + Apostille + DHL): ~75,000-95,000 THB, completed in 5-7 working days end-to-end (pre-2026 would have been 125,000+ THB and 14 days).