Legal entity types in Thailand
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Legal entity types relevant for foreign investors in Thailand
Private Limited company – MOST POPULAR
Conduct activities in Thailand, though restrictions can apply based on nationality and business activities. Thai majority shareholder structure, allowing up to 49% foreign ownership.
Board of Investment (BOI) promoted company
Eligible companies can operate in approved business sectors with 100% foreign ownership and benefit from BOI approval privileges
Foreign Business License (FBL) holding companies
Companies with FBL approval can conduct activities in restricted categories with 100% foreign ownership
Representative Office
Extension of foreign parent company that can conduct non-revenue generating activities in Thailand
Key facts about doing business in Thailand
| Total population | 1.75 million (20th in the world) |
| Total GDP | 505.9 billion USD (31st in the world) |
| Ease of doing business ranking | 21st |
| Minimum time to incorporate a company | 1 week |
| Main economic hub | Bangkok |
| Currency | Thai Baht (THB) |
| Main languages spoken | Thai |
| English proficiencfy | 101st, very low proficiency |
Annual GDP growth
General overview of the corporate law in Thailand
Legal framework
Thailand’s legal system is based on civil law. Foreign investments are typically channeled through a Thai majority company or a representative office (for non-revenue activities).
Most companies start as Thai-majority limited companies, but 100% foreign ownership is possible in Thailand through approval by the Board of Investment (BOI), or by obtaining a Foreign Business License (FBL). Acquiring these approvals and licenses is, however, a lengthy process.
There is also a special registration provision allowing up to 99% foreign ownership for companies based in the United States known as the U.S.-Thai Amity Treaty.
Corporate structure
Shareholders
Private Limited companies are most common for foreign investors. Foreign shares are limited at 49%, but there are two types of stocks (common and preferred), enabling foreign investors to maintain control over the company.
Private Limited companies are comprised of a minimum of two Shareholders. Shareholder liability is limited to the amount of invested capital. Company assets are separate from shareholder assets and debts are non-transferable between them.
The type of entity determines the maximum percentage of foreign shares.
Board of Directors
A director handles the day-to-day business activities of the company. Companies in Thailand are only required to have one director. If a company has more than one, they are referred to as a board of directors. Directors are normally appointed by the Shareholders. Directors can also be shareholders.
There are no requirements for directors to be of Thai nationality, but it is considered best practice.
Other legal entity types in Thailand
Public Limited company
For larger companies. Shares can be bought by members of the public. Must have a minimum of 15 shareholders and 5 directors. More than half of shareholders and directors must be Thai nationals.
Limited Partnership
Business partnership between 2 or more shareholders. At least one partner has to have higher liability obligations or its liability can be shared. Only the partner with unlimited liability can act as the managing party. Foreign shareholders with unlimited liability must obtain a work permit and Non-immigrant Business Visa.
Joint Venture
Agreement between two or more companies sharing a common business purpose. Can be formed via a merger or joint coordination of company activities. Activities are considered contractual, but the companies remain separate legal entities.