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Contracts &
Commercial Agreements
Commercial agreements determine who must do what, when they must do it, who carries the risk and what happens when the relationship breaks down. Our Thai legal team drafts, reviews and negotiates contracts for foreign businesses and investors operating in Thailand.
Commercial Protection
The contract should work before there is a dispute
A commercial contract is not simply a document to sign. It should define the relationship clearly enough that both parties understand their responsibilities throughout the life of the agreement.
For businesses operating in Thailand, the contract should reflect the actual commercial arrangement and the Thai legal environment in which it may ultimately need to be interpreted or enforced.
Our lawyers examine the agreement from both perspectives: what the client intends commercially and whether the document actually gives effect to that intention under Thai law.
Clear Obligations
Define services, products, deliverables, payment obligations, milestones, acceptance requirements and responsibilities.
Allocate Risk
Address liability, indemnities, confidentiality, intellectual property, warranties, default and commercial exposure.
Plan the Exit
Set out termination rights, notice requirements, consequences of default and the process that applies when the relationship ends.
Agreements We Handle
Commercial documents for doing business in Thailand
The agreements below are prepared or reviewed within Lawyers for Expats Thailand's existing corporate and commercial practice.
Service Agreements
Commercial and professional service arrangements, deliverables, payment obligations and service standards.
Supply Agreements
Pricing, specifications, delivery, acceptance, warranties, payment and liability between suppliers and customers.
Distribution & Agency Agreements
Territory, exclusivity, commissions, sales obligations, termination and the relationship between principal, distributor or agent.
Shareholders' Agreements
Voting rights, management control, reserved matters, share transfers, minority protection, deadlock and exit arrangements.
Joint Venture Agreements
Ownership, investment obligations, management, profit distribution, decision-making and exit arrangements between business partners.
Licensing & Franchise Agreements
Use of brands, intellectual property, commercial systems, fees, territory, standards and termination rights.
NDAs & Confidentiality Agreements
Protection and permitted use of confidential commercial information before and during a business relationship.
MOUs & Heads of Terms
Recording proposed commercial arrangements and clearly establishing which provisions are intended to be binding or non-binding.
Loan & Commercial Financing Agreements
Repayment obligations, interest, default provisions, guarantees and security arrangements where applicable.
Contract Review & Negotiation
Review and mark-up of agreements presented by another party, identification of legal and commercial risk and assistance during negotiation.
Thailand-Specific Review
A foreign contract template is not a Thai legal strategy
Contracts brought into Thailand from another jurisdiction may contain terminology, remedies or assumptions that do not operate in the same way under Thai law.
Before signing, the agreement should be reviewed against the Thai legal and commercial context in which the parties will actually perform it.
Thai Law
Commercial contracts in Thailand operate principally within the framework of the Thai Civil and Commercial Code together with legislation relevant to the particular transaction.
Foreign Business Issues
Where a foreign-owned business is involved, the underlying activity and contractual structure may also need to be considered against the Foreign Business Act and applicable licensing or BOI position.
Authority to Sign
Confirm the contracting entities, authorised representatives and corporate authority before execution.
Thai & English Documents
Where agreements are bilingual, the two versions should accurately reflect the same commercial agreement and the document should clearly address which language prevails if inconsistencies arise.
Governing Law & Disputes
The agreement should clearly address governing law and the agreed mechanism for resolving disputes, taking account of where the parties, assets and contractual performance are located.
What We Review
The clauses that carry the real risk
A commercial agreement is reviewed clause by clause. These are the provisions where an unclear or one-sided term usually has the greatest practical effect.
- Identity of the contracting parties
- Signing authority
- Scope of work, goods or services
- Pricing and payment
- Milestones and delivery
- Acceptance procedures
- Representations and warranties
- Confidentiality
- Intellectual property
- Personal data and PDPA where relevant
- Exclusivity
- Non-compete and restrictive provisions where relevant
- Indemnities
- Limitation of liability
- Damages and remedies
- Force majeure
- Default
- Termination
- Notice provisions
- Renewal
- Governing law
- Dispute resolution
- Thai-English consistency where bilingual
- Schedules and supporting documents
How We Help
From commercial terms to signed agreement
Six steps, from the first conversation about the deal through to the execution version.
01
Understand the Transaction
Establish who the parties are, what they are trying to achieve, how the commercial relationship will operate and where the principal risks lie.
02
Review the Legal Position
Consider the proposed arrangement against Thai contract law and any relevant corporate, foreign-business, regulatory or licensing requirements.
03
Draft or Review
Prepare the agreement from the client's instructions or review and mark up the counterparty's draft.
04
Explain the Risk
Identify provisions that expose the client commercially or legally and explain the practical consequences before signature.
05
Negotiate
Where instructed, assist with proposed amendments and negotiations with the other party or their advisers.
06
Finalise
Prepare the agreed execution version and check relevant signing formalities, authority and supporting documentation.
Preparing an agreement correctly reduces risk. It does not guarantee a commercial outcome, and the legal team does not promise one.
What to Prepare
What we need from you
Having the following ready at the first meeting means the drafting or review can begin without a second round of requests.
- Names and details of all parties
- Company affidavit or corporate information where applicable
- Shareholder or corporate documents where relevant
- A description of the commercial arrangement
- The agreed commercial terms
- Term sheet or heads of terms if available
- Any existing draft agreement
- Previous agreements being replaced or amended
- Pricing and payment structure
- Territory or exclusivity arrangements
- Intellectual-property details where relevant
- The required completion or signing date
- Correspondence containing negotiated terms
The exact documents and information required depend on the transaction. We will tell you what is relevant to your agreement once we understand the arrangement.
Before You Sign
Questions worth answering before the contract becomes binding
Q
Can a commercial agreement in Thailand be written in English?
Commercial agreements can be prepared in English, Thai or bilingual form depending on the parties and transaction. Where the agreement may need to be used with Thai authorities or enforced in Thailand, the language and consistency of the contractual documents should be considered carefully.
Q
Can you review a contract another company has sent me?
Yes. The legal team can review the proposed agreement, identify provisions that create legal or commercial exposure and recommend amendments before you sign.
Q
Do I need a shareholders' agreement if the company already has Articles of Association?
They serve different purposes. A shareholders' agreement can regulate private arrangements between shareholders such as reserved decisions, share transfers, deadlock, minority protection and exit provisions. It should be drafted consistently with the company's constitutional documents and Thai law.
Q
Can Lawyers for Expats Thailand negotiate the contract for us?
Where agreed as part of the engagement, the legal team can assist with proposed amendments and negotiations with the counterparty or their advisers.
Q
What happens if the other party has already breached the agreement?
The first step is to review the contract, the alleged breach, relevant correspondence and the available remedies. Where the matter has moved beyond contract preparation into an active dispute, the case may need to be handled through the firm's dispute-resolution or litigation practice.
Q
Should a Thai-English contract say which language prevails?
Where two language versions are used, the agreement should address how inconsistencies between them will be handled. The appropriate approach depends on the transaction, parties and intended use of the document.
Related Services
Contracts and business in Thailand
Commercial agreements sit alongside the corporate structure they are signed against. Where a relationship moves from contract into an active dispute, it is handled through the litigation practice.
Company Formation Lawyers
→Thai company registration, foreign ownership structuring and DBD liaison — the corporate documents a commercial agreement is signed against.
BOI Promotion
→Board of Investment promotion for eligible foreign businesses — eligibility assessment, business plan and post-approval compliance.
Business Banking
→Opening a corporate bank account in Thailand — documentation, bank selection and the opening appointment.
Litigation & Disputes
→Representation in the Thai courts when a commercial relationship has moved beyond contract preparation into an active dispute.
Lawyers for Expats Thailand, 2026. This page is general information about our commercial contracts service and does not constitute legal advice. The documents, terms and steps relevant to any particular agreement depend on the transaction and the parties. Contact us for advice on your specific circumstances.