Can Personal Seals Be Used Instead of Signatures in Doing Business Transactions in Thailand?

Author: Yothin Intaraprasong, Yuyu Komine, Poonyisa Sornchangwat (Co-author)

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Publisher: Nagashima Ohno & Tsunematsu

Journal / Book: NO&T Thailand Legal Update No.10 (April, 2021)

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*Please note that this newsletter is for informational purposes only and does not constitute legal advice. In addition, it is based on information as of its date of publication and does not reflect information after such date. In particular, please also note that preliminary reports in this newsletter may differ from current interpretations and practice depending on the nature of the report.

1.Background
In conducting cross-border business transactions, especially when one’s counter party is a Japanese person or a Japanese company, one may encounter the situation where such counter party affixes their personal seal instead of their signature on business documents such as powers of attorney (POA) or corporate guarantees. We are informed that, in Japan, personal seals are generally called “hanko” (判子) or “inkan” (印鑑) and are often used by individuals instead of their signatures, largely because the legal system in Japan principally allows the registration of personal seals and the law there principally assumes that a document is genuine if it bears a personal seal. In contrast, in Thailand, one may be more familiar with signature only, or, if acting on a company’s behalf, the affixing of the company seal together with signature by the authorized director. However, we would like to provide you with our analysis as to whether the affixing of only a personal seal binds individuals to the transactional documents, based on the Civil and Commercial Code of Thailand (“CCC”).

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