A meeting at a business event, a convincing presentation and an attractive commercial offer can mark the beginning of a partnership. Before signing a contract, however, a business needs to establish exactly who the counterparty is, who can represent it and whether it can deliver what it promises. For Ukrainian companies working with a Thai supplier, distributor, or contractor, these checks help set acceptable payment terms and responsibilities before commitments arise.

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The scope of due diligence should reflect the transaction. A small trial order may call for a basic document package and verification of payment details. A substantial advance payment, exclusive distribution arrangement or joint investment project warrants closer examination of ownership, finances and authority. The practical purpose is to obtain enough evidence to support a specific commercial decision.

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Identify the exact legal entity

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Start with the company’s full Thai legal name, registration number and address. Match its English name, brand and domain to that legal entity. A group may use a shared website for several companies while the contract, licence and bank account belong to different group members.

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An initial check can be carried out through DBD DataWarehouse+, operated by Thailand’s Department of Business Development, or DBD. Access the service through DBD’s official website. The department warns about counterfeit websites and the use of corporate registration to create a misleading impression of reliability. A registry entry establishes a legal entity's existence but does not guarantee performance under a future contract.

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The next step is to obtain a current company certificate, commonly called a company affidavit in English-language practice, and the relevant registration documents. DBD e-Service provides official documents and document verification. The original electronic file is preferable for review; a translation should make the Thai document accessible and accurately reflect its contents.

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Check the signatory’s authority

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The title CEO, Managing Director or Sales Director in correspondence does not establish how that person can bind the company. Check its registered signing conditions: who must sign, whether directors must sign jointly and whether the company seal is required. If a representative signs under a power of attorney, review its scope, validity and the authority of the persons who granted it.

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For a significant or unusual transaction, also establish whether corporate approval is required under the law, the company’s constitutional documents and the nature of the transaction. For example, where the registered conditions require two directors’ signatures and the company seal, a single manager’s signature raises questions about proper execution. Resolve such discrepancies before signing and payment.

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Understand ownership and the required permissions

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For a Thai private limited company, the latest filed shareholder list, known as Bor Or Jor 5, is a starting point. DBD emphasises that accepting this copy does not certify the accuracy of the stated shareholder status: establishing that status requires reference to the company’s own register of shareholders.

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Where ownership matters to the transaction, request a current extract from that internal register and an explanation of recent changes. If there are corporate shareholders, trace the ownership chain to the individuals who ultimately own or control the business. For an ordinary commercial contract, the depth of this analysis should reflect the risk; regulated businesses must also follow their mandatory procedures.

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Separately, establish which permissions the proposed transaction requires. Corporate registration and a description of business activities do not replace a sectoral licence. SEC Check First is relevant to capital market and digital asset services, while BOT License Check covers relevant financial services supervised by the Bank of Thailand. Match the permission holder, permitted activity, status and any restrictions to the proposed arrangement.

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Where goods are imported or subject to specific requirements, establish in advance who will obtain the necessary registrations and permissions: the supplier, importer or another participant. A related company’s licence needs separate analysis, including clarity on which entity will perform the regulated part of the contract.

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Assess the ability to perform

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Financial due diligence should compare the size of the order with the counterparty’s resources. Review available financial statements for several periods, debts, losses, the auditor’s report where available and explanations of material changes. Registered capital alone does not show the balance in a bank account. Historical statements do not establish current liquidity, so that a large transaction may require recent management information or security.

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You can assess operational capacity through a factory or warehouse inspection, product samples, evidence of rights to supply the products, and references from previous customers obtained with their consent. For a service provider, the team, experience and available resources matter. An intermediary without its own warehouse is not necessarily unreliable, but it should explain clearly who will actually deliver the goods.

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Reputational checks should include searches using both Thai and English names, information about material disputes and applicable sanctions restrictions. Check name matches against identifiers, and assess adverse reports in light of the facts and outcome of the case. The absence of publicly available reports does not prove there are no disputes or debts.

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Confirm the payment details

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Before making a payment, compare the contracting party, invoice issuer and account holder. If payment is requested to an individual or another company, obtain documentary evidence of the legal basis and establish whether that payment will discharge the contractual obligation. Urgency or a manager’s verbal assurance does not resolve this uncertainty.

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Verify every change of bank account through an independently established contact channel. Replying to the same email is insufficient if the mailbox has been compromised. Agree in advance how payment details may be changed and require renewed internal approval of the payment.

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Reflect the findings in the contract

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Identified risks should influence the terms of cooperation. Where a new partner has not yet demonstrated its track record, consider a trial order, staged payments or inspection before shipment. For a substantial advance payment, assess a bank guarantee or another agreed form of security, considering its cost and the conditions for payment under it.

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The contract should clearly define the subject matter and specifications, deadlines, acceptance procedure, grounds for repayment of an advance and consequences of a breach. Distribution arrangements also require clear territory, exclusivity conditions and brand rights. Choose the governing law and dispute resolution mechanism with the location of assets and the practical enforceability of a decision in mind.

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For example, a Ukrainian buyer negotiates a supply agreement with Company A, receives an invoice from Company B and is given payment details in a director’s name. Even if all three are connected, document their roles and responsibilities before payment. The simplest way to reduce uncertainty is to align the contract, invoice and recipient of funds, or properly document justified exceptions.

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Checklist before signing and making the first payment

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1. Company identification. The name, number, and status have been checked, and the exact contracting entity has been identified.

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2. Documents. Obtain current registration documents and verify their authenticity.

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3. Authority. Signatories, powers of attorney and necessary corporate approvals have been checked.

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4. Ownership and permissions. Control has been understood to the required depth, and permissions match the transaction.

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5. Performance. Financial and operational resources have been assessed against the proposed commitments.

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6. Reputation. Material adverse information and relevant sanctions matches have been analysed.

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7. Payment. The recipient and bank details have been confirmed, and discrepancies explained in writing.

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8. Contract. Payment, acceptance, security and dispute resolution terms have been agreed with the risks in mind.

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Record the findings together with the date, sources and unresolved questions. Refresh relevant information before a material increase in business, a new advance payment or a change in ownership, directors or bank account. This approach helps Ukrainian and Thai companies build relationships on clear authority, demonstrated capabilities and agreed obligations.

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Connect with TUCC

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Stay updated with the latest market insights, legal guides, and networking opportunities within the Thai-Ukrainian business corridor.

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Website: thaiukraine.org

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Email: info@thaiukraine.org

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LinkedIn: Thai-Ukrainian Chamber of Commerce

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