Consultancy agreement in Thailand: Template, Key Clauses and Local Law (2026)

What a consultancy agreement is in Thailand A consultancy agreement engages an independent professional or firm to deliver advice or a defined piece of work, not to become an employee. In Thailand this distinction decides which law applies. A genuine consultancy is a hire of work governed by the Thai Civil and Commercial Code, broadly in its provisions on hire of work (Sections 587 to 607). An employment relationship, by contrast, is a hire of services governed by the Labour Protection Act B.E. 2541 (1998), which brings statutory protections such as severance, notice, and working-time rules. Getting the classification right is the first and most important decision, because Thai courts look at the substance of the relationship, not the label on the document. ## The classification test and why it matters A Thai court or labour official decides whether a person is really a contractor or an employee by looking at control and subordination. Fixed working hours, close supervision, integration into the company's internal policies, provision of tools and a workstation, and exclusivity all point toward employment. Working independently, setting one's own method and hours, carrying one's own costs, serving other clients, and being paid against deliverables point toward a true consultancy. If a relationship labelled a consultancy actually looks like employment, the company can be liable for severance, back social-security contributions, and other employee entitlements. Draft and, more importantly, operate the relationship so that it is genuinely independent. ## The clauses that matter Scope of services and deliverables. Describe precisely what the consultant will deliver, in what form, and by when. A hire of work is about a result, so define the result. Vague scope causes most consultancy disputes. Fees and payment. State the fee, whether it is fixed, milestone-based, or time-based, the currency, invoicing cadence, and payment terms. Address expenses separately. Independent-contractor status. State plainly that the consultant is an independent contractor, responsible for their own tax and social security, and is not an employee. This does not by itself defeat a misclassification claim, but its absence is a red flag. Withholding tax. Payments to a service provider in Thailand are generally subject to withholding tax that the paying company deducts and remits to the Thai Revenue Department. A commonly cited rate for professional and service fees is three percent, but the correct rate depends on the type of service and the recipient, and cross-border payments may be affected by a double tax agreement. Confirm the current rate with a Thai tax adviser and record in the contract who bears it. Intellectual property. State who owns the work product. By default the consultant may retain rights unless the contract assigns them, so if the company needs to own deliverables, say so expressly and require assignment on payment. Confidentiality. Include a confidentiality obligation, or sign a separate NDA, so that information shared during the engagement is protected during and after the term. Term and termination. Set the term, any renewal, and how either party may end the agreement, including notice and what happens to work in progress and final payment. Governing law and disputes. For work and parties connected to Thailand, choosing Thai law and a Thai forum (court or arbitration) keeps enforcement straightforward. ## Sample wording > The Consultant is engaged as an independent contractor and not as an employee, agent, or partner of the Company. The Consultant is responsible for their own income tax, social security, and other statutory obligations, and shall determine the manner and means of performing the Services, subject to the deliverables and deadlines set out in Schedule 1. > In consideration of the Services, the Company shall pay the Consultant the fees set out in Schedule 1. The Company shall deduct and remit any withholding tax required under Thai law and shall provide the Consultant with a withholding tax certificate. > All work product created by the Consultant specifically for the Company under this Agreement shall, upon full payment, vest in the Company, and the Consultant assigns to the Company all intellectual property rights in such work product. Adapt these to your engagement; they are a starting point, not legal advice. ## Foreign consultants and foreign-owned companies Where the consultant is based outside Thailand, consider permanent-establishment and double-tax-agreement questions, because service income of a non-resident may be taxable only in the home country unless the consultant has a taxable presence in Thailand. Where a foreign national will perform services inside Thailand, work-permit and visa rules may apply regardless of how the contract is labelled. These points sit outside the contract itself but should be checked before work starts. ## Red flags to avoid Watch for a scope so loose that neither side can say when the work is done. Watch for terms that quietly recreate employment, such as fixed office hours, a reporting line, and exclusivity, which raise the misclassification risk. Watch for silence on intellectual property, which can leave the company without ownership of what it paid for. And watch for no withholding-tax clause, which leaves a compliance gap that surfaces at audit. ## Social security, insurance, and benefits A genuine consultant is responsible for their own social-security position and does not receive the statutory employee benefits (such as severance, paid leave, and the protections of the Labour Protection Act) that come with employment. If the company starts providing employee-style benefits, enrolling the consultant in staff schemes, or paying the consultant like salaried staff, those facts point back toward an employment finding. Keep the commercial and benefits treatment consistent with independent-contractor status throughout the engagement, not just in the opening clause, because Thai labour officials weigh how the relationship actually ran over its whole life, not only how it was described on day one. ## Practical steps before work starts Three practical steps reduce later disputes. First, agree the deliverables and acceptance criteria in a schedule both sides sign, so completion is objective. Second, settle the tax position in writing, including who bears withholding and whether a tax treaty applies for a foreign consultant, so the invoice and the payment match. Third, decide the dispute forum before any dispute arises: Thai courts are the default for Thailand-connected work, while arbitration can suit cross-border engagements where a neutral forum and enforceable award matter more. Settling these three points up front removes the most common sources of friction in a consultancy relationship. ## Keeping engagements consistent across the business A company rarely has one consultant; it has many, often engaged by different teams on different templates, with inconsistent IP, confidentiality, and termination terms. The recurring problem is not drafting a single agreement well but keeping the whole set consistent and knowing, at any moment, who is engaged, on what terms, and when each engagement ends. That is the idea behind a single contract workspace. Adira brings drafting, a per-clause risk view, version history, and key-date tracking into one place, tuned to how your company contracts, so a consultancy agreement is drafted, reviewed, and tracked without scattering across tools and inboxes. Adira is India-first today, with other jurisdictions on its roadmap, so Thailand-specific depth should be treated as developing, and local tax and work-permit formalities confirmed with Thai advisers. This article is general information, not legal or tax advice. For a specific consultancy agreement in Thailand, confirm the current law, tax rates, and wording with qualified Thai advisers.