Thai Limited Company Basics
A Thai private limited company is the most common business entity for foreign investors in Thailand. It offers limited liability to shareholders and a straightforward setup process. Notably, as of 2023, only two shareholders are required to incorporate a Thai company, reduced from the previous three under updated laws. You’ll need at least two individual shareholders at all times, since having only one can lead to dissolution by court order. A minimum of one director is required to manage the company (this can be the foreign owner or a Thai person).
Every company must also have a registered Thai business address (an office location in Thailand). This can be a rented office, a home address (if permitted), or even a virtual office service in many cases. Ensure you have the property owner’s consent or a lease agreement for using the address.
Foreign ownership limits: Thailand’s Foreign Business Act (FBA) generally restricts foreigners to 49% ownership in many types of businesses. A company with over 49% foreign shareholding is considered a “foreign” company and may face additional licensing requirements. We will discuss ways to structure ownership to comply with these rules in the section on shareholder structure options. For now, keep in mind that if you plan to operate in a restricted sector, you might need Thai partners or special approval to register your company.
Step-by-Step Company Registration Process
Setting up a Thai limited company involves a sequence of formal steps. With preparation, it’s possible to complete the core registration in a matter of days. Below is an overview of the process:
- Reserve a Company Name: Choose a unique company name and submit it to the Department of Business Development (DBD) for approval. This can be done online via the DBD’s Biz Portal, and approval usually takes only one business day. You should provide three name options (in Thai or English) in order of preference. The name must include “Limited” at the end and not duplicate or closely resemble existing company names.
- Prepare the Memorandum of Association (MOA): The MOA is the foundational document for the company. It states the company name, its business objectives, the registered address, the intended share capital and par value, and the names of the initial shareholders (promoters). You will need to specify the number of shares and the par value (minimum ฿5 per share by law). The MOA must be signed by all promoters (shareholders) and then submitted to the DBD. If any shareholders are foreigners abroad, their signatures may need notarization. Tip: It’s common to list a broad range of business objectives in the MOA, but be mindful that if you later register for VAT, you should be engaging only in the activities you actually intend to pursue.
- Convene a Statutory Meeting: Once the DBD approves the MOA, a statutory meeting is held (this is essentially the inaugural shareholder meeting). In this meeting, the promoters officially adopt the company’s Articles of Association (if any), ratify the number of shares subscribed by each shareholder, appoint the first directors and an auditor, and authorise the directors to proceed with company registration. The Articles of Association (AOA) are the internal bylaws of the company – while not legally required, having them can help customise rules on voting, share transfers, meetings, etc., beyond what the default law provides. After the meeting, the initial shareholders (promoters) hand over control to the appointed directors, who will then handle the registration filing. (Note: With the simplification of the law and online registration, this meeting step is sometimes merged into the registration process, especially if there are only one or two founders. Still, it’s good practice to document these decisions.)
- Register the Company with the DBD: The directors have to submit the application to incorporate the company at the DBD (Ministry of Commerce). All signed documents – including the approved name reservation, the MOA, AOA (if adopted), and affidavits/details of shareholders and directors – are filed at this stage. Company registration can be completed in one day once the paperwork is in order. Upon approval, the DBD will issue a Certificate of Incorporation and a company affidavit. The company affidavit is an official document that summarises the registration details (company name, registration number, directors, address, objectives, etc.). You’ll also receive the approved Articles of Association (if you filed any) and lists of shareholders. The whole set constitutes your incorporation documents.
- Capital Contribution and Share Certificates: After incorporation, the company should collect the subscribed capital from each shareholder (typically, at least 25% of each share’s value must be paid in as per Thai law - more on capital requirements later). Share certificates are then issued to the shareholders, signed by at least one director and (if the company has one) stamped with the company seal. Note that while Thailand doesn’t require a company to have a common seal, it’s customary to create one for stamping official documents.
- Post-Registration Tasks: With your company legally established, there are several important tasks to follow up:
- Tax ID and VAT Registration: Register the company with the Revenue Department to obtain a Tax Identification Card/number. This is mandatory for all companies. If your business expects to generate more than THB 1.8 million in annual revenue, you must also register for VAT (Value Added Tax). Even below that threshold, you might voluntarily register for VAT if, for example, you need it to interact with VAT-registered suppliers or to sponsor foreign work permits (the Labour Department often requires proof of VAT registration for issuing work permits).
- Social Security Registration: If the company shall hire any employees, it must register with the Social Security Office within 30 days of hiring the first employee. This allows the company to contribute to social security funds on behalf of employees as required by law.
- Open a Corporate Bank Account: With the company documents in hand, you can open a business bank account in Thailand in the company’s name. Banks will require the company affidavit and certification documents, the company seal (if you have one), and identification of the authorised account signatories (directors). If foreign shareholders sent money from overseas for their shares, documentation of these fund transfers should be presented to the bank (this evidences the foreign investment for both bank and potential future visa/work permit purposes). Most banks in Thailand will ask that the person opening the account is a director who is physically present; some banks prefer at least one Thai resident director to be an account co-signer, though this is not a legal requirement. In practice, a foreign director can open the account, but they must show a valid visa and sometimes a work permit or letter of explanation if no work permit yet.
- Licenses and Permits: Depending on your business, you may need additional licenses after incorporation. For example, restaurants need food business licenses, tourism businesses need a TAT Tour License, schools need an education license, etc. Consult with a lawyer about any sector-specific licenses required for your company’s activities.
- Work Permits and Visas for Foreigners: If you (or any foreign staff) will work in the company, the company can sponsor work permits once it has at least 2 million baht in capital per permit and (typically) four Thai employees per foreigner. Work permits are processed at the Labour Department or the One Stop Service Center for visas and work permits. Ensure the company has completed VAT registration and is prepared to meet the 4:1 Thai-to-foreigner employment ratio before applying (companies with BOI promotion are exempted or subject to more lenient ratios).
Each of the above steps is critical to complete your company setup. The government fees for registering a company are based on your registered capital – roughly ฿5,500 for every 1 million baht of capital (0.55% of capital, with a cap at ฿255,000). In addition, small administrative fees (for document copies, etc.) are about ฿1,000. Professional services (lawyers or agents) will charge extra if you use them, but many find it worthwhile to ensure all documents are correctly prepared and translated.
Registering a Thai Limited Company (Co., Ltd.)?
Get the Foundation Right — Then Everything Else Works.
A Thai Co., Ltd. is the standard route — but the real risk isn’t registration day. It’s what breaks later: tax/VAT, payroll/SSO, bank onboarding, and eventually work permit readiness.
- Registration done properly: name reservation → MOA → registration pack → capital formalities
- Structure decisions: shareholder mix, control, foreign ownership limits, capital sizing
- Post-registration chain: tax ID / VAT (if needed), SSO, accounting trail, bank + license readiness
If you’ll need a Non-B / work permit, plan the compliance trail from month 1 — “we’ll fix it later” is where renewals get painful.
Practical tip: If all your directors are foreign, note that they cannot legally act on behalf of the company (e.g. sign official applications) until they have work permits. For example, a foreign director without a work permit technically shouldn’t sign the VAT or social security registration forms, as doing so could be deemed working without a permit. To navigate this, many companies appoint a Thai director or hire a lawyer as a representative to handle initial filings with government agencies. Alternatively, the foreign director can wait to sign such documents until after obtaining a work permit (which in turn requires the company to have VAT registered and capital in place). Planning for this requirement ensures you don’t hit administrative roadblocks in the early stages of operation.
Shareholder Structure Options
One of the most important considerations when setting up a Thai company is how to structure the ownership, especially for foreign investors. The structure determines what legal requirements or restrictions will apply. Here are the main options and their implications:
- Thai-Majority Company (49% or less foreign ownership): This is the default approach for many businesses involving foreign investors. In a Thai-majority company, foreigners hold no more than 49% of shares, and Thai nationals (or Thai entities) hold at least 51%. The advantage is that the company is considered a “Thai” company under the law, meaning it is not restricted by the Foreign Business Act’s limitations on activities. You do not need a Foreign Business License to engage in most business activities, and the company can own land and certain other rights as a Thai entity (foreign companies generally cannot own land). This structure also has lower minimum capital requirements (no mandatory minimum aside from work permit considerations, discussed later) and often simpler procedures. However, the drawback is that you, as a foreign investor, won’t have majority control on paper. Many foreigners mitigate this by securing supermajority voting requirements or board control, or by carefully choosing Thai partners they trust. Important: Engaging Thai “nominee” shareholders (Thai citizens who hold shares on behalf of a foreigner without real investment or involvement) is illegal and heavily discouraged. The FBA forbids using nominees to evade foreign ownership rules, and doing so can result in fines or business license revocation if discovered. Thus, if you opt for Thai majority, it should be with genuine Thai business partners who will actively participate in the business.
- Foreign-Majority Company (over 49% foreign ownership): If you want to retain majority or 100% control, Thailand does provide legal pathways to have a foreign-majority company, but with additional requirements. A company with >49% foreign ownership is considered “foreign” and may only operate in certain sectors, or otherwise must obtain a Foreign Business License before doing business in restricted sectors. Key routes to consider: Whichever foreign-majority route you choose, remember that a >49% foreign-owned company will be under closer scrutiny. Minimum capital rules are stricter (discussed below), and you will have to file additional reports, such as obtaining a Foreign Business License or certificate. The benefit is, of course, having full control and ownership of your business legally.
- Foreign Business License (FBL): This is a license you apply for after company registration (if your company is majority-foreign) that, if granted, allows your company to engage in specific business activities despite being foreign-owned. The Ministry of Commerce will review the application to ensure your business is beneficial to Thailand (e.g. by introducing new technology or capital). Obtaining an FBL requires a minimum capital of at least THB 3 million (fully paid up) in most cases. The application process can take 2–4 months, and success is not guaranteed for all industries. Certain activities (those on FBA List 1) are completely closed to foreigners, and no license can be given for them. If you plan to go this route, incorporate your company with the higher capital from the start and be prepared to maintain compliance with any license conditions.
- BOI Promotion: The Thailand Board of Investment (BOI) offers incentives and permits for companies in promoted industries (tech, manufacturing, export, agriculture, renewable energy, etc.). If your business qualifies for BOI promotion, you can enjoy 100% foreign ownership approval regardless of the FBA restrictions. BOI companies also get benefits like tax holidays and easier visa/work permit approvals. To use this route, you must apply to the BOI with an investment plan and get approved before or at the time of company incorporation. BOI promotions often come with their own requirements (for example, a minimum investment amount, job creation, or specific industry criteria) and typically require paid-up capital of at least ฿1–2 million (often more, depending on the project scale) to demonstrate commitment. Once BOI approval is obtained, you can register the company as a foreign-majority entity that is exempt from FBA licensing.
- Treaty of Amity (U.S. citizens/companies only): U.S. investors have a unique option via the U.S.-Thailand Treaty of Amity. Companies that qualify under the Treaty can be 100% American-owned while engaging in many (though not all) types of business as if they were Thai. The treaty excludes a few sectors (like communications, transportation, and certain trade), but broadly it allows service businesses to operate without Thai majority ownership. To use this option, a company must be at least 50% owned by U.S. citizens or a U.S.-incorporated company, and you must go through a certification process with the U.S. Commercial Service in Bangkok to obtain a Foreign Business Certificate under the treaty. The company still needs to have a minimum capital (usually at least THB 3 million, similar to an FBL) and cannot engage in the treaty-excluded industries. This path is ideal for U.S. entrepreneurs who don’t have ready Thai partners and want full control, but it’s obviously limited to U.S. nationals.
- Branch or Representative Office: These are alternative structures (not limited companies) where a foreign company sets up an extension in Thailand. A Representative Office can be 100% foreign-owned but cannot earn revenue (limited to non-commercial activities like market research or sourcing). A Branch Office can earn revenue for the parent company but is limited to specific activities and also has high capital requirements (usually THB 3 million per branch). These options are beyond the scope of this article’s focus on new limited companies, but it’s worth noting that if your goal is simply a local presence and not a new Thai corporation, these might be options. They still require registration with the Ministry of Commerce and compliance with FBA rules (e.g. Branch Offices must still obtain an FBL for restricted businesses and have capital brought in from the foreign head office).
It's imperative to decide early on how you’ll structure your shareholding:
- If you can work with a Thai partner and your business is not prohibited to foreigners, a Thai-majority company is simpler and faster to start.
- If retaining control is a priority and your business is in a promotable sector or you qualify for a treaty, consider BOI or Treaty of Amity routes for full ownership.
- If you must be in a restricted sector and need control, be ready to capitalise well and apply for an FBL with a solid business plan.
Above all, do not be tempted to use dummy Thai shareholders just to meet the 51% Thai quota. This “nominee shareholder” tactic is illegal. The Thai government has been cracking down on such arrangements by, for example, requiring proof that Thai shareholders have adequate funds for their share subscriptions. In fact, new regulations in 2025 require Thai nationals who own significant shares in a company with foreign involvement to show a bank statement proving they have the financial capacity for their investment. This is to ensure they are bona fide shareholders, not paid nominees. Ensuring a legitimate structure from the start will keep your company compliant and out of legal trouble.
| Structure | Foreign ownership | FBA / licence status | Typical capital benchmark | When to consider it |
|---|---|---|---|---|
| Thai-majority Co., Ltd. |
≤ 49% foreign Thai ≥ 51% |
Treated as Thai Usually no FBL; FBA restrictions do not apply |
≈ ฿1–2M Higher if WPs (฿2M / foreigner) |
You have real Thai partners, want land option, and prefer simpler, faster setup over full control on paper. |
| Foreign-majority Co., Ltd. |
> 49% foreign Up to 100% |
FBA applies FBL needed for restricted activities |
≥ ฿3M Or ≥ 25% of 3-year costs if higher |
Control is non-negotiable, you’re in a restricted sector, and you’re prepared for more capital + scrutiny. |
| FBL-licensed foreign company |
Majority / 100% foreign Within approved scope only |
FBL required 2–4 months, not all sectors eligible |
≥ ฿3M fully paid Capital imported within deadlines |
You must operate in a restricted List 3 service and can justify “benefit to Thailand”. |
| BOI-promoted company |
Up to 100% foreign Sector-specific |
Exempt from FBA Within BOI-approved activities |
Project-driven Often ฿5M+ depending on industry |
You’re in a promoted sector (tech, export, manufacturing, etc.) and want incentives + lenient WP rules. |
| Treaty of Amity company |
U.S. ≥ 50–51% Often 100% American |
FBC under Treaty Behaves like Thai in many services |
≈ ฿3M+ Similar to FBL expectations |
You’re a U.S. investor in a service business and don’t want Thai majority, but your activity isn’t in treaty-excluded sectors. |
| Representative Office |
100% foreign No Thai equity needed |
Non-commercial Cannot earn revenue; FBA rules still apply |
≈ ฿3M Per office, staged injection |
You only need sourcing, market research, or QC support — not a revenue-earning Thai entity. |
| Branch Office |
100% foreign head office Profits flow back to parent |
FBL / approval Restricted by FBA; licence per activity |
≈ ฿3M / branch Must be remitted into Thailand |
You want a direct extension of a foreign HQ with revenue in Thailand, not a new Thai subsidiary. |
| “Nominee” Thai shareholders |
On paper: Thai In substance: foreign |
Explicitly illegal FBA anti-avoidance focus |
N/A Thai must show real funds |
Avoid completely. New rules require Thai shareholders in mixed-ownership companies to prove the money is genuinely theirs. |
Registering a Thai Limited Company (Co., Ltd.)?
Get the Foundation Right — Then Everything Else Works.
A Thai Co., Ltd. is the standard route — but the real risk isn’t registration day. It’s what breaks later: tax/VAT, payroll/SSO, bank onboarding, and eventually work permit readiness.
- Registration done properly: name reservation → MOA → registration pack → capital formalities
- Structure decisions: shareholder mix, control, foreign ownership limits, capital sizing
- Post-registration chain: tax ID / VAT (if needed), SSO, accounting trail, bank + license readiness
If you’ll need a Non-B / work permit, plan the compliance trail from month 1 — “we’ll fix it later” is where renewals get painful.
Registered Capital Strategies
Deciding on the registered capital of your company is another crucial step. The registered capital is the total amount of capital that shareholders agree to invest in the company, divided into shares. It will appear on the company’s registration papers and essentially represents the company’s initial funding commitment. Here are key considerations and strategies for determining the right amount of capital:
- No Legal Minimum (Thai-Majority Companies): Thailand does not impose a strict minimum capital requirement for most ordinary domestic companies. In theory, you could register a company with a very small capital (even ฿1 or ฿100 – though each share must be at least ฿5 par value). However, in practice, undercapitalizing is a mistake. A very low capital might raise red flags about the seriousness and credibility of your business. It may also be insufficient for your business needs or future legal requirements. Most experts recommend a minimum of around ฿100,000 for a Thai-owned small business, even though that’s not a legal floor. Many foreigners opt for ฿1,000,000 or more to show substance (and because this level aligns with other requirements like visas or credibility with banks).
- Work Permit Considerations (฿2M Rule): If you plan to hire foreign staff or have foreign directors who will require work permits, Thailand’s labor laws effectively set a practical minimum capital. For each work permit for a foreigner, the company must have at least ฿2,000,000 in registered capital, fully paid-up. For example, if you, as the foreign owner, will also be the working director needing a work permit, and you want the option to hire one additional foreign employee, you should have about ฿4 million capital, to be safe, (฿2M per person). The law requires this capital to be paid-in (not just on paper) in order to issue the work permit. In a Thai-majority company, this 2M/permit rule applies; in a BOI company, these requirements may be relaxed (BOI companies often have no set Thai-to-foreigner ratio and different rules). But as a general rule, ฿2 million is a key benchmark if any foreign work permits are involved.
- Foreign Business License Requirements: If your company will be majority-foreign and needs a Foreign Business License, the minimum registered capital is higher. The FBA mandates at least THB 3 million capital for most foreign-owned companies operating under an FBL (and it could be more, depending on the business – sometimes the rule is 25% of your three-year estimated expenses, if that figure is higher than 3M). This capital must be brought into Thailand within specific timeframes. So, if you’re planning an FBL route, you should set your capital at ฿3 million or above from the start to meet this criterion. Likewise, Treaty of Amity companies generally adhere to the same capital expectation of at least 2–3 million baht.
- BOI Companies: When you apply for BOI promotion, you’ll propose an investment amount. BOI-promoted projects often require substantial capital investment, which could be ฿5 million or more depending on the industry and incentives. BOI might not dictate an exact figure in all cases, but they will assess whether your proposed capital is sufficient for the project you plan (and you’ll need to actually invest that amount as you implement the project). Ensure your registered capital aligns with what you promise to invest under BOI. Also, some visa and work permit privileges under BOI require meeting certain financial benchmarks.
- Capital Payment and Ongoing Obligations: At the time of incorporation, you do not have to pay up all the capital immediately. Thai law requires that at least 25% of the value of each share is paid up (e.g. if a share is ฿100, at least ฿25 must be paid for each share upon issuance). The remaining unpaid portion is essentially a liability of the shareholders to the company, which the company can call for as needed. In practice, it’s wise to have the funds for the full pledged capital ready to inject into the company bank account, especially if you’ll need proof for visas or licenses. Note that if you declare a high capital but never actually fund it, you could face questions down the line. Authorities may ask for evidence of where the money came from, especially for foreign shareholders (Thai banks will require a foreign exchange transfer form for any inward remittance over USD $50,000 to document foreign investment).
- Government Fees and Stamp Duty: Be mindful that the government’s registration fee is tied to your capital. At ฿5,500 per 1M THB of capital, a higher capital means a higher one-time registration cost. For example, a ฿5 million capital company will pay around ฿27,500 in government fees, whereas a ฿1 million company pays about ฿5,500. There is a cap on this fee (around ฿255,000 maximum), which you’d only hit if your capital is extremely large (roughly over ฿46 million). If you later increase capital, you’ll pay additional fees on the increment. There is also a nominal stamp duty on the shares (five baht per 1,000 baht of registered capital, capped at 10,000 baht) to affix on the share certificates, but this is a minor cost.
- Strategic Capital Planning: It’s often better to start with a moderate capital and increase later, rather than start too low and face problems. For a small business with no foreign employees, ฿1-2 million is a common starting capital – it keeps fees low but still demonstrates seriousness. If you plan to seek loans or investors later, they may prefer you have sufficient equity in the company. On the other hand, avoid going too high without reason; those funds will be tied up as shares (they can be used in the business, but returning them to shareholders is only possible via dividends or capital reduction, which have processes). Choose a number that meets legal requirements, supports your business needs, and instills confidence in partners and authorities. Remember, regardless of the registered capital, you should have a financial plan for the company’s operating expenses – the capital should match or exceed what you’ll realistically need to start up.
| Scenario | Typical registered capital | Paid-up at incorporation | Key drivers / notes |
|---|---|---|---|
| Thai-majority, small domestic |
฿100k – ฿1M No strict legal minimum |
≥ 25% e.g. ฿1M → ฿250k paid-in |
Credibility with banks, suppliers, and future partners; avoid “token” capital. |
| Thai-majority with 1–2 WPs |
฿2M / foreigner 1 WP → ฿2M, 2 WPs → ฿4M |
100% for WP count Labour dept expects fully paid-up |
Standard Alien Employment rules; BOI may relax this. |
| Foreign-majority with FBL |
≥ ฿3M Or ≥ 25% of 3-year cost if higher |
Step-in within deadlines Capital must be brought into Thailand |
Required under Foreign Business Act; similar expectation for Treaty of Amity. |
| BOI-promoted project |
Project-driven Often ≥ ฿5M+ depending on sector |
Phased investment Must align with BOI implementation |
Capital tied to BOI plan; in return, relaxed FBA + visa / WP perks. |
| Declared vs. funded capital |
Any number you declare But must be defensible |
≥ 25% legal floor Higher in practice for visas / licences |
Immigration, banks and DBD can ask for bank proof and FX forms for foreign money. |
| Government registration fees |
~฿5,500 / ฿1M Cap ≈ ฿255k (≈ ฿46M+ capital) |
Stamp duty: ฿5 per ฿1,000 (max ฿10k) |
Higher capital = higher one-time cost; pay again on later capital increases. |
| Practical starting ranges |
No foreigners: ≈ ฿1–2M common With foreigners: ≥ ฿2M × no. of WPs |
Aim to fund early Especially if visas / FBL / BOI in play |
Start at a level that meets legal benchmarks, supports 12–18 months of burn, and doesn’t over-lock your cash. |
Building Your Company Right from the Start
Beyond the paperwork of registration, building your company “right” from day one means setting up a solid legal and operational foundation. Here are some best practices and tips to ensure your Thai company starts off strong and compliant:
- Align with the Law and Regulations: Before you even register, double-check that your planned business activities are permitted in Thailand. Consult the Foreign Business Act lists to see if your activities are restricted to Thai nationals. If they are, line up the necessary licenses (FBL) or permissions (BOI, Treaty of Amity) in advance. It’s much easier to incorporate correctly with the right structure than to change your structure after finding out you’re not in compliance. Also, some industries have separate laws (for example, financial services, food production, education, etc. have specific regulations) – know the landscape so your company’s objectives and setup cover what’s needed.
- Use Genuine, Capable Shareholders and Directors: Every person on your shareholder or director list should be someone who is truly involved or invested in the business. As mentioned, using nominee shareholders is illegal and a recipe for future legal trouble. Similarly, appointing a token director (just for show) can backfire – directors have legal duties in Thailand. Make sure your Thai partner (if any) has the financial substance to contribute their share of capital; authorities may require a bank statement from Thai shareholders showing funds equal to their subscribed shares. If a Thai friend or lawyer is “helping” by lending their name as a shareholder, think twice – it could put both of you at risk. Instead, if you need a Thai majority structure but don’t have an active Thai investor, consider alternatives like limited partnerships or consult with a law firm for legal ways to structure control without violating nominee rules.
- Draft Strong Articles of Association (AOA) and Shareholder Agreements: Thailand’s default corporate law (in the Civil and Commercial Code) will govern many aspects of your company, but you have the abilty, to tailor certain rules in the Articles of Association. For instance, you can set quorum requirements, special voting rights, or restrictions on share transfers in the AOA. If you have multiple partners, you should also consider a separate shareholders’ agreement outlining rights and exit strategies. These documents won’t be filed with the DBD (except if the AOA is filed, if you choose to have one), but they are crucial for preventing and resolving disputes. It’s easier to agree on how to handle things like profit sharing, buy-sell clauses, or director appointments at the start than when conflicts arise later. Engaging a lawyer to draft these in both English and Thai (for enforcement) is often worthwhile.
- Maintain Proper Compliance from Day One: After registration, a company must abide by various ongoing requirements. These include yearly financial statement filings and audits, paying taxes, and holding at least one shareholders’ meeting annually (the Annual General Meeting) within 4 months of fiscal year end. Even if you’re a small startup, you cannot ignore these formalities. If your paid-up capital is above 5 million baht, you must submit an audited balance sheet to the DBD every year (actually, all limited companies must file financial statements with the Department of Business Development annually, and if capital > 30M, a formal audit report is needed). Plan to hire an accountant or accounting firm early to help with bookkeeping and mandatory filings. Non-compliance with accounting and tax rules can result in fines or even dissolution of the company.
- Plan for Visas and Work Authorisation: If you, as the owner, will be working in Thailand, make sure you secure the correct visa (typically a Non-Immigrant “B” visa) and then a work permit through your company. The company needs to be properly set up (with capital and initially, perhaps VAT registration) to sponsor these. Additionally, if you don’t have a Thai co-director, consider giving your lawyer or another agent a power of attorney to represent the company for certain tasks so that you remain within the law prior to getting your work permit. Thailand also has new options like the SMART Visa for certain high-skill industries, which can allow you to work without a work permit in some cases – see if you qualify, as this might influence how you structure the company’s capital and plan (SMART visa requires meeting high qualification criteria but offers more flexibility).
- Avoid Common Pitfalls: Some pitfalls to avoid have already been mentioned (nominees, undercapitalizing). Another is engaging in business activities that your company is not licensed for. When you register, you list the company’s objectives – stick to those. Don’t, for example, start importing goods with a company that registered for consulting services only, without updating the authorities or licenses. Also, be mindful of Thailand’s foreign employment ratio – if you hire foreign staff without the requisite Thai employees, you could face work permit denials or fines. In general, running a company in Thailand is very doable for foreigners, but it requires respecting the system. Don’t treat the registration as a mere formality – treat it as the legal birth of an entity that must play by Thai rules.
- Seek Professional Advice When Needed: Last but not least, don’t hesitate to consult professionals. Thailand’s bureaucracy can be complex, and regulations do change (as we saw with the recent changes reducing required shareholders and new measures to enforce capital funding). A qualified corporate lawyer or consultant can save you time and trouble by ensuring everything is done right the first time. Many law firms offer packages for company setup that include guiding you on optimal share structure and capital, obtaining tax registrations, and even handling work permits. Using experts can be especially helpful if your business model is complicated or if you need to avail yourself of BOI incentives or other special schemes.
By following these guidelines and laying a solid foundation, you ensure that your Thai limited company is built right from the start. A properly structured and well-capitalised company with good governance will not only comply with all laws but also instill confidence in banks, partners, and potential investors. With the company set up, you can focus on actually running and growing your business in Thailand rather than untangling legal knots.
Now, let’s move on to answer some of the Frequently Asked Questions about company registration in Thailand:
FAQ: Frequently Asked Questions about Company Registration in Thailand
Question 1 of 12
How many shareholders are required to start a Thai limited company?
Tap to reveal answer
You need a minimum of two shareholders to incorporate a private limited company in Thailand. This is a recent change (effective from 2023) – previously at least three shareholders were required, but now only two are needed to both form and maintain the company. These can be either individuals or entities.
Keep in mind that you must maintain at least two shareholders at all times; if the number falls to one, the law provides that the company may be dissolved by a court order. In practice, most companies have more than one shareholder anyway (for example, if you have a business partner or are issuing some shares to an investor or Thai partner). But the flexibility of just two required shareholders makes it easier for small startups or family businesses to incorporate.
Question 2 of 12
Do I need a Thai partner (Thai shareholder) to register a company?
Tap to reveal answer
It depends on the type of business and how you plan to operate. Legally, Thailand allows 100% foreign ownership in certain cases, and there is no general requirement that a Thai citizen must be a shareholder. However, under the Foreign Business Act, many business activities are restricted if a company is majority foreign-owned.
In those restricted sectors, if you want to avoid the extra licensing (Foreign Business License) or qualifications, you would need to have Thai partners hold at least 51% of the shares – in other words, be a Thai-majority company. For example, simple trading or service businesses often fall under restricted categories, so foreigners commonly use a 49/51 ownership split with a Thai partner.
If your business is not in a restricted category (examples: exporting goods, some manufacturing, certain BOI-promoted sectors), you can be 100% foreign-owned without a licence. Also, Americans have a unique option via the Treaty of Amity to own 100% in many sectors.
In summary: No, a Thai partner is not universally required, but practically many businesses will include Thai ownership to comply with regulations or ease operations. Always check if your planned business activity is on the restricted list – if it is, you either need a Thai partner majority or you must pursue a Foreign Business License/BOI route for full foreign ownership. And if you do have a Thai partner, ensure they are genuine and will fulfill their role (nominee arrangements are illegal).
Question 3 of 12
Can a foreigner own 100% of a Thai company?
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Yes, it’s possible for a foreigner to own all (or the majority) of the shares in a Thai company, but only in certain circumstances. Generally, foreign ownership is capped at 49% for most ordinary businesses unless you obtain special permission. There are three main ways foreigners can legally have 100% (or majority) ownership:
Obtain a Foreign Business License (FBL): For restricted businesses, you can apply for an FBL to operate with majority foreign ownership. If granted, your company can be foreign-owned in that specific business activity. This process requires meeting minimum capital (usually ≥฿3M) and demonstrating that your business will benefit Thailand.
BOI Promotion: If your business is in a sector promoted by the Board of Investment, BOI approval can allow 100% foreign ownership along with other incentives. BOI companies are exempt from many FBA limits.
Treaty of Amity (U.S. citizens only): American-owned companies can be 100% foreign in many sectors thanks to the U.S.-Thai Treaty of Amity, although they still need to be certified and there are some sector exclusions.
Outside these, a few activities don’t fall under the FBA at all (e.g. some export businesses, manufacturing of goods not on the restricted list), so a foreigner can own 100% from the start in those cases without a license. Always verify the status of your intended business activity.
If you go the fully foreign-owned route, remember you’ll face higher capital requirements and possibly other conditions. Many small businesses therefore opt for a Thai-majority structure (with trusted Thai shareholders) for simplicity. Bottom line: 100% foreign ownership is attainable, but you must follow one of the legal pathways to do it – otherwise, you should stick to the 49% foreign share limit.
Question 4 of 12
What is the minimum registered capital for a Thai company?
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Legally, there is no fixed minimum registered capital for a standard Thai company (if it’s Thai majority). You could register with a very low capital. However, there are practical minimums you should consider:
For a purely Thai-owned or Thai-majority small company, while you could register with just a few thousand baht, it’s recommended to have at least ฿100,000 or more to show credibility. Many choose ฿1,000,000 as a round number that indicates seriousness.
If you plan to have foreign work permit holders, you need at least ฿2,000,000 fully paid-up capital per foreign employee or director to satisfy work permit rules. So practically, ฿2M is a base minimum if a foreigner will work in the company.
If your company is majority foreign-owned and requires a Foreign Business License, the minimum capital required is generally ฿3,000,000 (and it must be paid in, within certain time after getting the license).
There are also specific cases: for example, certain industries or licenses (like a tourism license for a travel agency) might require a set minimum capital (often around ฿2M) as part of their own regulations. And if you are using the U.S. Treaty of Amity, typically at least ฿3M capital is expected as well.
In all cases, at least 25% of the declared capital must be paid in at the time of incorporation. So if you register with ฿1,000,000 capital, you need to pay at least ฿250,000 into the company initially (and the rest can be called in later). There is no maximum capital – it depends on your funding needs. Choose a capital that fits what you intend to do but meets these practical thresholds if applicable.
Question 5 of 12
Do I have to deposit all the registered capital right away?
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Not the full amount, but a portion of it must be paid up initially. Thai law requires at least 25% of each share’s value to be paid when the company is formed. For example, if you have 1,000 shares at ฿100 each (฿100,000 capital), at least ฿25,000 must be paid by the shareholders upon issuance of those shares. The company can call the remainder of the capital as needed later (the unpaid portion is like a liability that shareholders owe to the company).
That said, certain circumstances effectively require full payment of capital:
If you need a work permit for a foreigner, the labor department will expect the relevant ฿2M capital to be fully paid-up (not just registered). They often ask for proof, such as the bank statement showing the capital funds in the company account.
If you’re applying for a Foreign Business License or under the Treaty of Amity, you’ll usually need to show the authorities that the required capital (฿2M or ฿3M, as required) is brought into Thailand and paid into the company’s account within a certain period (usually within a few months of starting business).
In practice, even if the law allows 25% initial payment, it’s wise to inject as much of the capital as you claim as soon as possible, especially if you’re a foreign investor. It demonstrates that the company is properly capitalized. Also note, when opening a bank account, foreign shareholders should deposit their share of capital from an overseas transfer (so it’s recorded as foreign investment). Keep the bank transfer records, as these will be useful for visa and work permit processes later.
Question 6 of 12
How long does it take to register a company in Thailand?
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The core company registration can be done surprisingly fast – in many cases around 3–5 working days if all documents and approvals are ready. Here’s a rough timeline:
Name Reservation: ~1 day for approval (sometimes same-day).
Document Preparation: A few days to gather and sign all required documents (could be 1–3 days depending on complexity and if translations are needed).
DBD Company Registration: 1 day processing at the DBD – if you submit in the morning, you often get the company registered by the end of the day. In some cases, it might take 2–3 days if the DBD has queries or a backlog.
Post-incorporation steps (tax ID, etc.): Tax ID can be obtained immediately at the Revenue Department, VAT registration (if needed) takes a couple of days to process. Social Security registration also a day or two once you hire staff.
Bank Account Opening: Depends on the bank; can often be done in 1 day once you have the company papers, though some banks take a couple of days for their internal approval. As a foreign director, be prepared that account opening might take a bit longer because banks may ask for additional documents (visa, etc.) – but typically within a week you should have a functioning account.
In summary, many companies complete everything (from name reservation to bank account) within 2–3 weeks. If you’re in a hurry and all shareholders are present to sign documents, it can be as fast as under a week for just the incorporation part. Do note: If you need special approvals (BOI, FBL, Treaty), that can extend the timeline by months for those permits, but the company itself can be registered while those are in process. Always factor in some buffer time in case paperwork needs corrections. Using a professional service can speed things up because they know the process well.
Question 7 of 12
Can I register a Thai company even if I’m not in Thailand?
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Yes, you can. It is possible to handle the company registration remotely by granting a power of attorney to someone (often a lawyer or agent) in Thailand to submit documents on your behalf. Many foreigners set up companies without being physically present for every step.
You will need to courier the signed documents (originals) if you’re abroad, and if you are a shareholder or director signing from overseas, your signature may need to be notarized by a Notary Public and authenticated (for example, by a Thai embassy) to be accepted by Thai authorities. Professional firms in Thailand can guide you through this paperwork. The actual DBD registration can then be done by your representative.
However, certain subsequent tasks do usually require physical presence:
Bank Account Opening: Most Thai banks require the authorized signatory (director) to appear in person at the bank to open the company account. There are a few international banks that might open an account with a notarized passport if you’re abroad, but generally expect to be in Thailand for this step or arrange it when you visit.
Work Permit Application: If you will be working in the company, you eventually need to be in Thailand on the proper visa to get the work permit, as it involves in-person signatures and presence for things like health check and labor office procedures.
Other than those, you can have your attorney handle things like tax registration, etc., in your absence. So, you can start the company from abroad, but plan a trip to Thailand when it’s time to open the bank account or commence operations.
Question 8 of 12
Do I need a Thai national as one of the directors?
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Legally, no – a Thai limited company can have all foreign directors. There is no requirement that a Thai citizen be on the board or be an authorized director. You need at least one director, but that person can be of any nationality. In fact, many foreign-owned companies have only foreign directors.
That said, there are practical reasons you might consider having a Thai co-director:
Initial Compliance: When the company is newly formed, a foreign director doesn’t yet have a work permit, so they aren’t technically allowed to sign certain government documents. Having a Thai director on board means that person can sign the VAT registration, bank forms, or other official paperwork in the interim. This can smooth out a lot of the startup formalities.
Banking and Transactions: Some banks are more comfortable if at least one director is Thai or has a long-term visa. While not strictly required, a Thai director’s presence can expedite bank account approvals.
Licences: Certain business licences or permits (outside of company registration) require a Thai responsible person or technical director. For example, a school licence might need a Thai director for liaising with the Education Ministry. It depends on the field.
If you trust someone to be a co-director, it can be beneficial to appoint them. Remember, a director has authority to bind the company, so only choose someone trustworthy and ideally have internal agreements on limits of their power. If you’d rather not include a Thai director, you can still manage – many do – but you might need to use law firm services to act as your agent in some cases until you are properly authorized. In summary, having a Thai director is not a legal must, but can be a practical convenience during the setup phase.
Question 9 of 12
What documents are required to register a company in Thailand?
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Here’s a checklist of the main documents and information you’ll need for company incorporation:
Company Name Reservation form: Showing the approved company name from DBD.
Memorandum of Association (MOA): Filled out with all required details (company name, address, objectives, capital, shareholders/promoters names, etc.) and signed by all promoters.
Articles of Association (if any): If you choose to have custom Articles of Association, prepare this document and have it signed (usually adopted in the statutory meeting). Not strictly required by law, but if you have one it must be submitted.
Promoters’/Shareholders’ information: Copies of Thai ID cards (for Thai nationals) or passports (for foreign individuals) of all shareholders. If any shareholder is a company, you need that company’s affidavit and shareholder resolution approving the investment.
Director(s) information: Copies of IDs or passports of all directors, along with signed consent forms from each director acknowledging their appointment.
Registered Address documents: Proof of the company’s address – this can be a signed consent letter from the owner of the premises, a copy of the title deed or house registration (Thai “Tabien Baan”) of the property, and often a copy of the owner’s ID. If you rent an office, a copy of the lease may be required. For a virtual office, the provider will usually supply the needed consent documents.
Evidence of capital payment: You will eventually need evidence of fund transfer for capital. If foreign shareholders are involved, a foreign exchange transfer form or bank letter showing the funds came from overseas for their portion is important. If Thai shareholders are contributing, new regulations require a bank statement or letter for Thai shareholders to prove they have the financial means for their share subscription.
Power of Attorney: If you aren’t going in person to file, and you have a lawyer or agent submit the application, you’ll need to give them a power of attorney (with duty stamps affixed) to represent you.
Application forms from DBD: The DBD has standard forms for registration (including the list of shareholders, company registration application, director affidavit, etc.). These will be prepared (often by your lawyer) and need to be signed by relevant parties.
Additionally, if you are pursuing a BOI promotion or Foreign Business License concurrently, there will be separate documentation like a detailed business plan, financial projections, and specific application forms for those. All documents submitted to the DBD must be in Thai language or accompanied by a Thai translation. Ensuring everything is correctly translated and filled out is crucial to avoid rejection.
Question 10 of 12
Can my Thai company own land or real estate in Thailand?
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If your company is majority Thai-owned, yes, it can own land in Thailand as it is considered a Thai entity. Many foreigners use Thai-majority companies to purchase land or property (though doing so with the sole intention of owning a house for a foreigner can be legally problematic if it’s deemed a nominee situation). But under the law, a Thai company (with real Thai control) can own land.
On the other hand, a foreign-majority company generally cannot own land due to Thailand’s Land Code which restricts land ownership by foreigners. There are a couple of exceptions:
BOI-promoted companies in certain industries can be granted the right to own land for business use (e.g., to build a factory or offices for the BOI-approved project). This is a special privilege and must be approved as part of the BOI incentives.
A foreign company might be able to lease land long-term (up to 30 years, renewable) or own apartments (condominium units) under the Condominium Act (foreigners can own up to 49% of a condo building’s units). But outright land ownership is off-limits without Thai majority.
If owning land (for a facility or office) is a goal and you cannot have Thai majority owners, consider alternatives like long-term leases or going for BOI promotion if applicable. Also be aware, Thai authorities watch out for companies that are Thai in name but formed only to buy land for foreigners – that can be investigated as a nominee situation. Ensure your company has legitimate business activities beyond just holding land, and proper Thai shareholder involvement if it’s owning immovable property.
Question 11 of 12
What ongoing obligations will my company have after registration?
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After your company is set up, it must maintain good standing by fulfilling certain ongoing obligations:
Annual General Meeting (AGM): You must hold a shareholder meeting at least once a year (within 6 months of the fiscal year end) to approve financial statements and address any major company matters.
Financial Statements and Audit: Every limited company must prepare financial statements for each fiscal year and submit them to the Department of Business Development and Revenue Department. In practice, almost all active companies hire an auditor annually to meet tax filing requirements.
Annual tax filings: The company needs to file a corporate income tax return (Form PND50) yearly, normally by May 30th for a calendar year fiscal year, and half-year tax (PND51) mid-year. VAT filings (if applicable) are monthly. Social security contributions for employees are monthly. Withholding tax filings (for certain payments) are also monthly.
Work permit and visa renewals: If you have foreign staff or directors, their work permits and visas will need periodic renewal (usually annually). This means the company must continue to meet the requirements (adequate capital, Thai employees, tax compliance) each time.
Licence renewals: Any special licences your business has (e.g., food licence, factory licence, tourism licence) might have renewal or reporting requirements.
Keeping corporate records: Any changes in the company (new shareholders, change of directors, address change, etc.) must be officially updated with the DBD. Major changes will require shareholder approval and updated documentation.
Overall, while Thailand’s private companies are not overly difficult to maintain, you can’t just “set and forget” the company after registration. Budget for accounting and legal compliance costs each year. With a good accountant or firm, the burden on you as an owner is manageable – but you must stay on top of these obligations to avoid penalties.
Question 12 of 12
Are nominee shareholders legal in Thailand?
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No, nominee shareholding is illegal when used to circumvent foreign ownership restrictions. The Foreign Business Act explicitly prohibits Thai nationals holding shares on behalf of foreigners in restricted businesses.
If a company is found to be using nominees (for example, Thai shareholders who don’t actually invest their own funds or have no real involvement, just to make it appear Thai-owned), both the company and the nominees can face severe penalties. These penalties may include fines and even imprisonment, and the business could be ordered to cease activities.
The government has stepped up scrutiny on this by requiring proof of funding from Thai shareholders in companies with foreign investors. It’s not illegal for a Thai to invest on behalf of a foreigner per se, but it is illegal if it’s done to evade the law.
In short, the authorities want to see that if a company is Thai, it’s genuinely Thai-owned in substance, not just form. If you can’t or don’t want to meet the Thai ownership requirement, use the legal methods (FBL, BOI, etc.) rather than a proxy arrangement. It’s not worth the risk of having your business shut down. Always ensure each shareholder in your company is the real beneficial owner of those shares.
By following the above guidance, you will be well on your way to successfully establishing your Thai limited company. Company registration in Thailand, when done properly, sets a strong foundation for your business ventures in the Kingdom. Always stay informed and updated on regulations (they can evolve, as seen with recent changes), and when in doubt, seek professional advice. Good luck with your company formation and future business in Thailand!
Registering a Thai Limited Company (Co., Ltd.)?
Get the Foundation Right — Then Everything Else Works.
A Thai Co., Ltd. is the standard route — but the real risk isn’t registration day. It’s what breaks later: tax/VAT, payroll/SSO, bank onboarding, and eventually work permit readiness.
- Registration done properly: name reservation → MOA → registration pack → capital formalities
- Structure decisions: shareholder mix, control, foreign ownership limits, capital sizing
- Post-registration chain: tax ID / VAT (if needed), SSO, accounting trail, bank + license readiness
If you’ll need a Non-B / work permit, plan the compliance trail from month 1 — “we’ll fix it later” is where renewals get painful.
