Reviewed by ThaiLawOnline, a licensed Thai law firm practising in Thailand since 2006. Thai lawyer of record: Wichuda Atthamethakon, LL.M., Thai Bar Licence 3149/2556.
Last updated on September 5, 2026
A juristic person (นิติบุคคล, niti bukkhon, also translated legal entity or legal person) is an organisation that Thai law treats as a person in its own right: it can own property, sign contracts, sue and be sued, and incur debts separately from the people who own or run it. Companies, registered partnerships, foundations, associations, condominium juristic persons and government bodies are all juristic persons. For a foreigner the concept matters every time a contract is signed with a developer or a company is set up.
Table of Contents
How Thai law creates a juristic person
Sections 65 to 136 of the Civil and Commercial Code contain the general rules. A juristic person exists only where the Code or another statute says so (Section 65); it has rights and duties within the scope of its objects (Section 66); and it acts through the persons the law or its constitution designates as its representatives (Section 70). A registered partnership or company limited becomes a juristic person on registration with the Department of Business Development under Section 1015. Associations and foundations acquire personality on registration under Sections 78 to 136, while a condominium juristic person is created by the Condominium Act when a building is registered.
An unregistered ordinary partnership is not a juristic person: the partners are personally and jointly liable. Government ministries, departments, provinces and municipalities are juristic persons under their own organic laws, which is why a claim against the state names the department, not the official.
Where a foreigner deals with one
Checking who can bind the entity is the first practical point. A Thai company signs through the directors named in its affidavit (nangsue raprong) issued by the DBD, usually with the company seal if the affidavit requires it. A contract signed by a manager who is not an authorised director may not bind the company. Before paying a developer, a buyer should obtain a recent affidavit (issued within the last month or so) and compare the signatory and the seal.
The same logic applies when a foreigner runs a company: the director acts for the company but is not the company. Company money is not the director’s money, company property is not marital property, and a work permit is issued to the person, not the entity. Foundations and associations are juristic persons that cannot distribute profit, which is why they are used for charitable and community work rather than business.
Juristic person, natural person and juristic act
Separate personality is the whole point. A shareholder’s liability in a company limited is capped at the unpaid amount on the shares, and a creditor of the company cannot seize the shareholder’s house. Thai courts rarely look through a company to its owners, but they will treat an arrangement as void where the entity is a sham used to break a statute, which is the risk behind nominee shareholdings.
| Type | Created by | Common use for foreigners |
|---|---|---|
| Company limited | Registration at DBD (Section 1015) | Trading, restaurants, consulting, property holding |
| Registered partnership | Registration at DBD | Small Thai-run businesses |
| Foundation or association | Registration with the Interior Ministry registrar | Charities, clubs, expat community groups |
| Condominium juristic person | Condominium Act | Managing common property in a condominium |
The term is easily confused with a juristic act (nitikam), which is any declaration of intention with legal consequences, such as a contract or a will. A juristic person makes juristic acts.
Frequently asked questions
Can a foreigner own a juristic person in Thailand?
A foreigner can hold shares in a Thai company limited, but once foreigners hold half or more of the shares the company is treated as foreign under the Foreign Business Act and needs a licence or BOI promotion for restricted activities. A foreigner may also be a director of a Thai company and may sit on the committee of a condominium juristic person.
Is a condominium juristic person the same as a company?
No. A condominium juristic person is created automatically under the Condominium Act to manage the common property and collect fees. It has no shareholders, cannot trade for profit, and is run by a juristic person manager and a committee elected by the co-owners.
Who is liable when a juristic person breaks a contract?
The juristic person itself is liable, and judgment is enforced against its assets. Directors are personally liable only in limited cases, for example where they acted outside their authority, committed a wrongful act personally, or gave a personal guarantee for the company’s debt.
See also: company limited, foundation and association, condominium juristic person, shareholder, and our guides to business law in Thailand and registering a company in Thailand.
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