The Hidden Power of Authorization: Lessons from Courtrooms and Contracts

Regardless of the practice areas, the importance of obtaining a valid authorization is a lesson I’ve learned time and time again throughout my legal career, which continues to humble me for the better. 

1. Litigation: The Underestimated Power of a POA

When I first co-managed several litigation cases, I didn’t quite understand why one detail-oriented litigation lawyer insisted on revising the Power of Attorney (POA) so carefully. I had seen different versions of POAs used by various lawyers, and none seemed to have issues at the police station or in court. For that reason, I’ve always prioritized fact-checking other pre-litigation processes such as sending letters before claims, preparing pleadings, gathering evidence, and getting ready for settlement or trial. However, I remember feeling my heart drop when an opposing lawyer filed a motion to dismiss our pleading based on an invalid POA with inconsistent details and unpaid stamp duty. Fortunately, the court asked whether he truly wanted to win a case on such a technical ground, and so the motion was kindly withdrawn. We later corrected the POA and paid the stamp duty in full. 

I share this not to criticize anyone for filing such motions, for every lawyer has the duty to act in their client’s best interest and every right to raise such issues (Section 118 of Thailand’s Revenue Code and Supreme Court Decision No.1750/2532). This experience just reminded me that in a fast-paced law firm environment that rewards efficiency, endurance, heavy workloads, tight deadlines, and long hours, it’s easy to overlook small details in favor of speed. However, being thorough with a POA or any authorization isn’t perfectionism: it’s professionalism. 

That said, standardization also matters. While Thais are known for their creativity (something I deeply admire), certain documents like POAs should remain as uniform as possible to ensure validity. Of course, uniform doesn’t mean identical or impersonal. A POA can authorize many types of legal actions, and using overly broad templates that cover every imaginable task might pressure clients into granting more authority than they intend to. Clients can authorize their lawyers for specific matters or exclude certain powers like handling funds or settling disputes. Even when a lawyer has settlement authority, Section 12(2) of the Lawyer Council Regulations on Lawyer’s Ethics B.E. 2529 still requires that they inform their client before making any decision. For both my domestic and foreign clients who have embraced Thailand’s “sabai sabai” and “kreng jai” spirit, I truly appreciate the grace and patience you bring to the legal process. Still, I always encourage you to read carefully, ask questions and make sure the wording of the POAs, pleadings, settlement agreements and other documents fully reflect your intentions.

2. Corporate Transactions: Proof of Authority Matters More than Warranties

A valid authorization is equally crucial in contracts. Having co-drafted and revised numerous high-value Sale and Purchase Agreements (SPAs), I’ve often been questioned for emphasizing proof of authorization, yet one missing authorization can undo even the most well-drafted deal.

No matter which side of the transaction you represent, buyer or seller, both parties should always verify each other’s recent company registration certificates and confirm the number of authorized directors. The authorized director(s) or their representatives must sign the agreement, and relevant proof of authority should be attached. Company seals, though sometimes viewed as old-fashioned, still play an essential role, especially in share certificates or major transactions in Thailand. In practice, execution formalities also matter. Where an agreement is drafted in English, it is prudent to have it witnessed by individuals who understand the language, rather than by staff with no comprehension of the document, particularly in anticipation of future disputes. To further evidence authority, a director's signature may be certified by a notarial services attorney. Where no company affidavit is attached or where it does not expressly confirm that the signatory is an authorized director, authority can still be verified through constitutional documents such as the articles of association or relevant board shareholders' meeting minutes. If execution occurs abroad or through a representative, additional safeguards such as notarization and legalization of a POA or contemporaneous records of execution may help preserve evidentiary clarity.

A flawless 100-page agreement means little if it is executed by someone without proper authority such as a minor shareholder. While contractual warranties usually confirm that both parties are duly authorized, these warranties are only truly useful when a dispute has already arisen. The real purpose of due diligence and contract drafting is to entirely prevent disputes, not to rely on warranties in fixing problems later. Ignoring doubts about authorization and relying solely on warranties is like building a beautiful house on weak foundations. This same principle applies to other key issues that require scrutiny, such as verifying whether a company holds the proper license, has a registered lease agreement if it exceeds three years, and maintains an up-to-date register of shareholders and share certificates since incorporation. 

3. Marital Property: When Consent Becomes Crucial

Even in family-related transactions, authorization can matter more than it first appears. In practice, disputes often arise not because the law is unclear, but because emotions later intervene. While Section 1476 of the Civil and Commercial Code limits the acts requiring spousal consent, a spouse may still challenge the use of marital property once the transaction has already been completed. In certain transactions, obtaining written consent, even when not strictly required, can serve as a practical safeguard against future disputes and litigation. Where such transactions also involve foreign parties, proper authorization further supports transparency and helps reduce compliance risks during regulatory scrutiny.

4. Final Thoughts

Whether in litigation, corporate transactions, or family matters, a valid authorization is far more than a formality. It’s the foundation of legal integrity, client trust, and professional diligence. Taking the time to verify it upfront prevents disputes, protects your client, and reflects the quiet art of good lawyering.

Disclaimer & Contact

This article is provided for general information only and does not constitute legal advice. While I strive to keep my legal insights accurate and practical, changes in law or other factors may affect your decisions. For tailored advice or assistance with verifying authorization or contract drafting, please contact me at: osa.chaichit@gmail.com

Osaris Chaichit 

Attorney-at-Law (Thailand)

Notarial Services Attorney

Corporate & M&A Advisory