Thailand company registration
How to register a company in Thailand
With Emerhub, you can set up your Thai company on a structure that holds: the right ownership route under the Foreign Business Act, lawful control, and capital planned around your work permits. We handle everything from the DBD registration to the bank account and compliance.
Companies we've helped set up in Thailand
Before you start
What to decide before anything is filed
In Thailand, the structure decisions outweigh the paperwork. The ones made before anything is filed decide whether the setup holds for years or unravels at the first audit.
Decision 01
Your ownership route
The Foreign Business Act treats a company as foreign once foreigners hold half the shares, and restricts foreign companies in most services. The route question comes before everything: Thai-majority structure, BOI promotion, a Foreign Business Licence, the US Treaty of Amity, or an unrestricted activity like manufacturing or export.
See the five ownership routes →Decision 02
BOI promotion, or not
Board of Investment promotion grants 100% foreign ownership, corporate tax holidays, land rights, and streamlined work permits for qualifying activities. It adds two to four months upfront and ongoing reporting. For eligible tech, manufacturing, and regional-hub businesses, it is usually worth both.
When BOI is worth it →Decision 03
Capital and the work permit math
There is no meaningful general minimum, but THB 2 million in paid-up capital per foreign work permit, staffing ratios, and THB 3 million for licensed activities set the real number. The capital follows your relocation and hiring plans rather than the legal minimum.
How the capital math works →Decision 04
Where control lives
In a Thai-majority structure, the foreigner holds a minority of shares. So control has to be designed lawfully, through signing authority, the articles, share classes, and shareholder agreements. The Thai partners must be real, with documented funds. Nominee arrangements are illegal and actively prosecuted.
How control gets designed →Or skip the homework: a thirty-minute call with our team settles each of these for your case.
Schedule a callThe checklist
Key requirements when setting up a company in Thailand
What the law requires of a Thai private limited company. If you can tick these six, you can incorporate.
- At least two shareholders. Reduced from three in February 2023, so older guides overstate it. Individuals or corporate entities; whether foreigners hold less than half decides the company's status under the Foreign Business Act.
- At least one director. Any nationality, with no residency requirement. The registered signing authority decides who can bind the company, which is where control actually lives.
- A registered address in Thailand. Residential or commercial, with the owner's consent documents. VAT registration and work permits hold the address to a higher standard than the incorporation itself.
- Capital planned to purpose. Shares of at least THB 5, with 25% paid up at registration. The real thresholds: THB 2 million paid-up per foreign work permit, THB 3 million for activities run under a Foreign Business Licence.
- A permitted activity, or a route. Foreign-majority companies need their activity outside the FBA's restricted lists, or BOI promotion, a Foreign Business Licence, or Treaty of Amity status.
- A reserved company name. Filed with the DBD in Thai script (an English version can accompany it), up to three choices, approved in one to three days and held for 30 days.
The process
Steps to register a company in Thailand
Below are the steps to set up a company in Thailand as a foreign investor, in the order they happen. For each one you will find what to prepare, what it costs, how long it takes, and the mistakes we see most often, so you can plan the whole project before you start it.
1
Choose your ownership route
Thailand's defining rule sits in the Foreign Business Act: a company where foreigners hold half or more of the shares is "foreign," and foreign companies are restricted in most service businesses. Everything else in the setup follows from how you answer this, so the route comes first.
The five routes
- Thai-majority company: foreigners hold up to 49.99%, the company is Thai under the FBA, and no license is needed. Control is designed lawfully through the structure (step 2).
- BOI promotion: qualifying activities get 100% foreign ownership, tax holidays, land rights, and streamlined work permits, at the cost of a two-to-four-month application and ongoing reporting.
- Foreign Business Licence: case-by-case permission to run a restricted activity with foreign majority. Discretionary, three to six months, and approval is not guaranteed.
- Treaty of Amity: US-majority companies can operate most activities as if Thai, one of the strongest routes where the shareholders qualify.
- Unrestricted activities: manufacturing for sale and export are largely outside the FBA's lists, so 100% foreign ownership works without any license.
The lists themselves are moving: Thailand has been progressively delisting service categories from the license requirement through 2025 and 2026, with further Cabinet-approved amendments in progress. Whether your exact activity is restricted today is a question we answer against the current lists, not last year's guides.
2
Structure the shareholding, control, and capital
A Thai limited company needs at least two shareholders (reduced from three in 2023) and at least one director of any nationality. In a Thai-majority structure, the design question is where control lives when the foreigner holds a minority of shares. It comes down to who has signing authority, what the articles allow, and how share classes and shareholder agreements distribute decisions. Done lawfully, with real Thai partners whose participation and funds are genuine, these structures hold. The DBD requires Thai shareholders to document their source of funds whenever a foreigner sits as director or shareholder, and structures built to disguise foreign ownership fail exactly that test.
Capital is planned to purpose. Shares carry a minimum value of THB 5 with at least 25% paid up at registration, and there is no meaningful general minimum. The real numbers come from your plans: THB 2 million in paid-up capital for each foreign work permit the company will sponsor, THB 3 million where the company operates under a Foreign Business Licence, and a registered capital above THB 5 million triggers bank evidence that the directors received the funds.
Common pitfallRegistering the minimum and planning to "fix the capital later." The work permit application checks paid-up capital, the capital increase needs a shareholder meeting and DBD filing, and the timing gap stalls the founder's own ability to legally work in the company. Set the number against the relocation plan from day one.
3
Reserve the name and register through DBD Biz Regist
Since January 2026, company registration runs exclusively through the DBD's Biz Regist platform; the paper filings and walk-in counters are gone. The name is reserved first, filed in Thai script with up to three choices, approved in one to three days and held for 30 days. The name must end in "Limited" and clear the DBD's similarity and restricted-word rules.
The registration bundle follows: the Memorandum of Association setting out the objectives, capital, and promoters, the statutory meeting that adopts the articles and appoints directors and the auditor, and the registration application itself, around THB 5,500 in government fees. Foreign documents must be translated by certified translators, and Thai shareholders' source-of-funds evidence goes in the file where a foreigner is involved. Approval typically lands within a week, and the company certificate arrives together with its tax ID.
Common pitfallDrafting the company objectives either too narrow or carelessly broad. Too narrow, and a new revenue line later means amending the MOA. Too broad, and the DBD queries activities that would need licenses the company doesn't hold. Draft the objectives against what the company will do, including next year's plans.
4
Register for VAT and the tax accounts
The company's tax ID arrives with the registration, so corporate income tax needs no separate application. VAT does: registration becomes mandatory within 30 days of turnover crossing THB 1.8 million a year, and in practice it happens much earlier, because sponsoring a foreign work permit effectively requires a VAT-registered company. The standard rate is 7%, filed monthly.
VAT registration is also where the registered address gets tested: the Revenue Department wants a real address with the owner's consent documents, and a thin virtual-office arrangement that passed incorporation can fail here. We set the address up once, to the standard the strictest application will need.
Common pitfallRegistering for VAT before the company is ready to file monthly. VAT filings are due every month from registration, with or without sales, and each missed month accumulates penalties. Register when the work permit or revenue timeline requires it, then never miss a month.
5
Open the bank account and pay up the capital
The bank account has become the slowest step in a Thai setup. Banks run full due diligence on directors, shareholders, and beneficial owners, typically want the authorized directors present in person, and scrutinize foreign-involved companies harder than local ones, including the legitimacy of the shareholder structure. Branch practice varies widely, and matching the company to the right bank and branch is half the work.
Once open, the paid-up capital lands in the account: the 25% minimum from registration, topped to the full figure your work permits and licenses require. Above THB 5 million in registered capital, the bank certifies that the directors received the funds, and the paper trail from shareholder to company account is part of what keeps the structure defensible.
What the bank asks for
- Company affidavit, certificate, and the registered objectives from the DBD
- Memorandum of Association and shareholder list
- Passports and details of directors, signatories, and beneficial owners
- Board resolution authorizing the account
- Description of expected activity and transaction profile
Common pitfallFlying out before the account is open. Most banks want the authorized director in person at the branch, and a setup scheduled around a one-week trip ends up with a registered company and no account. Plan the trip around the bank appointment rather than the DBD filing.
6
Set up work permits and social security
If foreigners will work in the company, including a founder doing the running, the company sponsors their work permits. The standard math: THB 2 million in paid-up capital per work permit and, in practice, four Thai employees per foreign employee, with the ratios relaxed for BOI-promoted companies and holders of certain visa categories. The foreign hire enters on a Non-Immigrant B visa, and the permit follows from the company's documentation.
Hiring anyone triggers the Social Security Office registration within 30 days of the first employee, with contributions of 5% from employer and employee each, capped at THB 750 a month per side. Payroll withholding starts with the first salary, so the registrations and the payroll setup move together.
Common pitfallA founder working in their own company without a permit "just for the setup phase." Working without a permit is an offense for the individual and the company, immigration enforcement is active, and the violation surfaces at exactly the wrong moments: visa renewals, license applications, and bank reviews. The permit comes before the work.
7
Activate the company's compliance
Thailand audits everyone: every limited company files audited financial statements annually, regardless of size or activity, with no small-company exemption. The auditor is appointed at the statutory meeting, before the company has traded a baht, and the annual cycle is built around that fact.
What needs to be set up
- Auditor of record: appointed from formation, since every Thai company files audited statements
- AGM calendar: the annual general meeting within four months of the financial year end, with statements filed to the DBD after approval
- Corporate income tax: the annual return (PND 50) within 150 days of year end, and the half-year return (PND 51) with its prepayment
- Monthly cycle: withholding tax returns, VAT where registered, and social security, every month, with or without activity
- Shareholder list (BOJ 5) filed annually after the AGM and kept consistent with the share register
- License maintenance: BOI conditions and reporting, or FBL conditions, where your route carries them
Our Thailand accounting service then runs the recurring cycle: bookkeeping, the monthly filings, the audit, and the annual returns, handled by the same team that set the company up.
Map your Thai setup in one call
A free, no-obligation consultation with our Bangkok team. You'll come away knowing which ownership route fits your activity, the capital figure your work permit plans require, and a realistic timeline for your case.
Required documents
Documents required to register a company in Thailand
Everything the incorporation needs, split into what you gather and what gets prepared and filed for you. Run through it before kickoff.
Documents you provide
- Passport copiesColor scan for each foreign shareholder and director
- Thai ID and house registrationFor Thai shareholders and directors
- Thai shareholder financial evidenceSix-month bank statements or a bank letter, required when a foreigner is a director or shareholder
- Three name preferencesWith Thai-script versions; we prepare the transliteration
- Registered address documentsLease or consent letter plus the owner's house registration
- Corporate shareholder documentsCertificate of incorporation and registers, certified, with Ministry-certified translation
- Description of planned activitiesFor the objectives, the FBA check, and the route decision
Prepared and filed for you
- Name reservationFiled with the DBD in Thai script
- Memorandum of AssociationObjectives, capital, and promoters, drafted for where the business is going
- Statutory meeting recordsArticles adopted, directors and auditor appointed, shares allocated
- Registration filingThrough DBD Biz Regist, the sole channel since January 2026
- Shareholder list and share certificatesIssued and kept consistent with the register
- VAT and employer registrationsRevenue Department and Social Security Office, when your plans require them
- Compliance calendarAudit, AGM, PND 50/51, and monthly filing dates for the first two years
The timeline
Thailand company registration timeline
The DBD registration completes in about a week once the structure is settled. The bank account is now the slowest standard step, and where your route runs through BOI promotion or a Foreign Business Licence, that approval sets the launch date.
Incorporation (DBD)
Banking (depends on bank and profile)
Compliance setup (parallel work)
Common questions
Thailand company registration FAQs
Specific questions about setting up a Thai limited company as a foreigner.
How long does it actually take to register a company in Thailand?
The DBD registration completes in about a week through Biz Regist once the structure is settled: name approval in one to three days, then the filing. The bank account is the slow step at two to four weeks. Where the route runs through BOI promotion or a Foreign Business Licence, add two to six months for that approval, which is why the route decision comes first.
How much does it cost?
Government fees are about THB 5,500 for the registration itself. Service fees depend on the route: a straightforward Thai-majority or unrestricted-activity setup costs much less than a BOI application or Foreign Business Licence. The capital thresholds are not fees; the money goes into your own company's account. Schedule a call and we'll quote your exact case.
Can a foreigner own 100% of a Thai company?
Yes, by the right route: BOI promotion for qualifying activities, a Foreign Business Licence, the US-Thailand Treaty of Amity for American-majority companies, or activities outside the Foreign Business Act's restricted lists, notably manufacturing and export. For restricted services without one of those, the lawful structure is Thai-majority ownership.
What about nominee shareholders?
Thai nominees, locals holding shares on a foreigner's behalf to fake a Thai majority, are illegal under the Foreign Business Act, and enforcement is active: the DBD traces shareholder funds, requires Thai shareholders to document their finances, and prosecutions hit both the foreigner and the nominee. A lawful Thai-majority structure with genuine partners and properly designed control is a different thing entirely, and it's the one we build.
How do I keep control with 49%?
Through the structure, designed lawfully: who holds signing authority as director, what the articles require for key decisions, how share classes and shareholder agreements allocate rights, and how dividends are arranged. Done with real Thai partners, these mechanisms are legitimate corporate design. Structures engineered to disguise foreign ownership are where the legal line sits, and the DBD's scrutiny has sharpened on exactly that distinction.
What is BOI promotion and is it worth it?
Board of Investment promotion for qualifying activities, technology, manufacturing, regional headquarters, and a long list besides, grants 100% foreign ownership, corporate tax holidays, import duty relief, land ownership rights, and streamlined work permits without the standard capital-per-permit math. The cost is a two-to-four-month application and ongoing reporting against your promotion conditions. For eligible businesses planning to hire foreigners, it usually pays for itself.
I'm American. Does the Treaty of Amity help?
Substantially. Companies majority-owned by US citizens can register under the Treaty of Amity and operate most businesses as if Thai, without a Foreign Business Licence. A few sectors stay excluded (land, transport, communications among them), and the certification is its own process, but for qualifying American founders it is one of the cleanest routes available.
How much capital do I really need?
Plan it backwards from your needs. There is no meaningful general minimum, and 25% of shares must be paid up at registration. The real numbers: THB 2 million paid-up per foreign work permit the company sponsors, THB 3 million where it operates under a Foreign Business Licence, and bank evidence of receipt once registered capital exceeds THB 5 million. A founder relocating with a spouse who'll also work needs THB 4 million paid up, not the minimum a cheap package quotes.
Can I work in my own company?
With a work permit, yes, sponsored by your own company once it meets the capital and staffing requirements: THB 2 million paid-up and, in practice, four Thai employees per permit, relaxed under BOI promotion and certain visa schemes. Working without one, even unpaid and even briefly, is an offense that surfaces at renewals and reviews. Get the permit before starting the work.
Why is the bank account the hard part?
Thai banks have tightened onboarding for foreign-involved companies: full due diligence on the shareholder structure, directors present in person at the branch, and practice that varies bank to bank and branch to branch. The same company can be declined at one branch and opened at another, which is why matching the profile to the right bank is part of the service rather than an afterthought.
Does every Thai company need an audit?
Yes. Every Thai limited company files audited financial statements annually, dormant or trading, large or small, with no exemption. The auditor is appointed at the statutory meeting before the company exists, the AGM happens within four months of year end, and the statements file to the DBD after approval. Budget for the audit from day one; there is no exemption to plan for.
When do I need VAT registration?
Legally, within 30 days of turnover crossing THB 1.8 million a year. Practically, earlier: sponsoring a foreign work permit effectively requires a VAT-registered company, and the registration tests your address documentation harder than incorporation does. Once registered, returns file every month with or without sales, so time the registration deliberately.
Setting up in Thailand?
Talk to our Bangkok team
A free, no-obligation consultation: thirty minutes with our Bangkok team to confirm your ownership route, the right capital figure for your plans, and a realistic timeline.
Emailthailand@emerhub.com
Phone / WhatsApp+62 811 1053 9667
OfficeUnited Business Center II
591 Sukhumvit 33, Watthana
Bangkok 10110
591 Sukhumvit 33, Watthana
Bangkok 10110