Thailand · Local team in Bangkok
Types of company structures in Thailand
Every way a foreign investor can set up in Thailand, from a Thai-majority limited company to a fully foreign-owned BOI company, a branch, or a liaison office. We help you pick the structure that fits, then register it.
Overview
Choosing a structure in Thailand
For a foreign investor, almost everything starts with one rule. The Foreign Business Act treats any company that is more than 49 percent foreign-owned as a foreigner, and limits what a foreigner can do without permission. So the real question is not just which entity to form, but how you reach the ownership you want: stay Thai-majority, or take one of the routes to full foreign ownership.
Companies and partnerships register with the Department of Business Development, and as of 2026 that is done online through the DBD Biz Regist platform. The structures below are grouped by who they suit, the vehicles foreign investors actually use first, then the other forms.
At a glance
Compare company structures in Thailand
The vehicles a foreign investor weighs against each other.
| Structure | Best for | Foreign ownership | Minimum capital | Registered with |
|---|---|---|---|---|
| Private limited company | Most foreign businesses | Up to 49% * | THB 2M for a work permit | DBD |
| BOI-promoted company | Tech, manufacturing, high-value sectors | Up to 100% | From THB 1M | BOI + DBD |
| Treaty of Amity company | US owners | Up to 100% | THB 2M | DBD + MOC |
| Foreign Business License company | Restricted activities, no BOI or treaty | Over 49% | THB 3M | MOC + DBD |
| Branch office | Running the parent’s business | Extension of the parent | THB 3M | MOC + DBD |
| Representative office | Liaison, no income | Extension of the parent | THB 2M | DBD |
| Limited partnership | Small partnerships | Per the FBA | No set minimum | DBD |
| Public limited company | Large or listed companies | Per the FBA | No set minimum | DBD |
* Up to 49 percent by default, and up to 100 percent through BOI promotion, a Foreign Business License, or the US Treaty of Amity. See Foreign ownership rules.
Foreign investors
Company structures for foreign investors
These are the structures foreign companies and founders actually use. The first question is whether you want a Thai company of your own, set up to reach the ownership you need, or to operate as an extension of the company you already have abroad.
Your own Thai company
Private limited company
The default vehicle: a separate company with limited liability and as few as two shareholders. A foreigner can hold up to 49 percent, and preferred shares with weighted voting let you keep control within that limit.
Company registrationBOI-promoted company
A limited company promoted by the Board of Investment, which lifts the 49 percent cap to 100 percent in promoted sectors like technology, manufacturing, and high-value services, and adds tax holidays, land rights, and easier work permits.
BOI guideTreaty of Amity company
For US citizens and US-owned companies, the Treaty of Amity allows up to full ownership with the same treatment as a Thai company, outside a few reserved sectors. It needs a majority of US shareholders and directors.
Treaty of Amity guideForeign Business License company
Where an activity is restricted and neither BOI nor the treaty applies, a Foreign Business License lets a company hold more than 49 percent. Approval is case by case and slower, with THB 3 million minimum capital.
FBL guideAn extension of your foreign company
Branch office
Your foreign company operating in Thailand directly, in its own line of business and able to earn income. Not a separate entity, so the parent is liable, and a restricted activity needs a Foreign Business License and THB 3 million.
Branch office guideRepresentative office
A non-revenue liaison office for sourcing, quality control, and reporting to the head office. It cannot earn income, has needed no license since 2017, and is funded with THB 2 million from the parent.
Representative office guideNot sure which route gets you the ownership you need? Tell our Bangkok team what you plan to do and we will tell you whether to stay Thai-majority or go through BOI, an FBL, or the treaty. Talk to our team.
Other structures
Other company structures
Three more forms come up less often for a typical foreign business, but matter for larger ventures and partnerships.
Public limited company
For large or listed companies. It needs at least 15 shareholders and 5 directors, with at least half the directors resident in Thailand, and can offer its shares to the public.
Talk to our teamLimited partnership
A registered partnership with at least one partner who manages and carries unlimited liability, while limited partners risk only what they contribute. Foreign participation follows the Foreign Business Act.
Talk to our teamJoint venture
A contractual arrangement between companies sharing a project, or a new limited company they own together. The contractual form is taxed as one entity while the companies stay separate.
Talk to our teamA registered ordinary partnership and a sole proprietorship also exist, but a foreigner cannot register a sole proprietorship in Thailand, so these mostly serve Thai owners.
Foreign ownership
Foreign ownership rules
The Foreign Business Act sorts business activities into three lists: List 1 is closed to foreigners, List 2 needs Cabinet approval, and List 3 needs a Foreign Business License. For activities on these lists, a foreigner can hold no more than 49 percent of the company. Many activities, including manufacturing and export, sit outside the lists and allow full foreign ownership with no special approval.
Up to 49 percent by default, up to 100 percent by exception. A foreigner can hold up to 49 percent of a restricted Thai company without permission. Full ownership is possible through three routes: a BOI promotion for a qualifying activity, a Foreign Business License, or the US Treaty of Amity for American owners. Each suits a different case, and the right one depends on what the business does.
Two limits sit alongside this. Using a Thai shareholder as a front to hold shares a foreigner controls is a nominee arrangement, and it is illegal under the Foreign Business Act; Thai shareholders in a foreign-involved company are now asked to show three months of bank statements proving their capital is real. And foreigners cannot own land, though a BOI-promoted company can be granted the right to own land for its project.
On capital, there is no real statutory minimum for a Thai company, but a foreign-majority business needs THB 2 million, or THB 3 million for a restricted activity under a license. If you will sponsor a work permit, plan on THB 2 million of registered capital per foreign employee and four Thai staff for each work permit.
Restricted activity, or not sure which list yours falls under? Have our team check it and tell you the cleanest route to the ownership you want.
Process
How registration works
The path for a standard private limited company, run for you end to end.
| Stage | What it involves | Typical timing |
|---|---|---|
| Name reservation | Reserve the company name with the DBD | A few days |
| Memorandum of association | File the memorandum with the shareholders, directors, and capital | Within days |
| Registration | Hold the statutory meeting and register the company online through DBD Biz Regist | About 1 week |
| Tax and VAT | Register for a tax ID within 60 days, and for VAT if turnover will pass THB 1.8 million | 1–2 weeks |
| Social security | Register as an employer with the Social Security Office once you hire | Within 30 days of hiring |
A BOI promotion, a Foreign Business License, or a Treaty of Amity certificate adds an approval step, usually two to four months, before or alongside the company registration.
How we help
Set up the right structure with Emerhub
One team for the choice, the filing, and everything after.
The right structure and route
We match the structure to your activity, check it against the Foreign Business Act, and advise whether to stay Thai-majority or go through BOI, an FBL, or the treaty.
Registration with the DBD
We reserve the name, prepare the documents, and register the company online through the DBD Biz Regist platform.
BOI, FBL, and Amity
Where you need more than 49 percent, we handle the Board of Investment, Foreign Business License, or Treaty of Amity application end to end.
Tax, work permits, compliance
Tax and VAT registration, work permits and visas for your team, and the annual filings once the company is running.
Common questions
Company structure questions
What foreign investors ask most.
Can a foreigner own 100% of a company in Thailand?
Yes, through one of three routes: a BOI promotion for a qualifying activity, a Foreign Business License, or the US Treaty of Amity for American owners. Some unrestricted activities, such as manufacturing for export, allow full ownership with no approval. Otherwise the default limit is 49 percent.
What is the foreign ownership limit?
For an activity restricted by the Foreign Business Act, a foreigner can hold up to 49 percent, with Thai shareholders holding the rest. Above 50 percent the company counts as a foreigner under the FBA and needs a BOI promotion, a Foreign Business License, or the treaty to operate.
How much capital does a company need?
There is no real statutory minimum for a Thai company, but a foreign-majority business needs THB 2 million, or THB 3 million for a restricted activity under a license. If you sponsor a work permit, plan on THB 2 million of registered capital per foreign employee, with 25 percent paid up.
BOI, Foreign Business License, or Treaty of Amity?
BOI suits technology, manufacturing, and high-value sectors and adds tax and other incentives. The Treaty of Amity is the fast route to full ownership for US owners. A Foreign Business License is the fallback for a restricted activity neither covers, though its timeline is less predictable.
How many shareholders and directors are required?
A private limited company needs at least two shareholders and one director, after a 2023 amendment lowered the shareholder minimum from three. A public limited company needs at least 15 shareholders and 5 directors, with at least half the directors resident in Thailand.
Private limited company or branch?
A private limited company is a separate Thai entity that ring-fences liability and is the usual choice for a foreign business. A branch is the foreign parent operating directly, so the parent is liable, and a restricted activity still needs a Foreign Business License and THB 3 million.
Can foreigners own land in Thailand?
Generally no. Land ownership is reserved for Thai nationals and Thai-majority companies. A BOI-promoted company can be granted the right to own land for its promoted project, and foreigners can own a condominium unit and lease land long term.
How long does registration take?
A standard private limited company takes roughly one to two weeks once the documents and capital are in order, through to a company with its tax registration. A BOI promotion or a Foreign Business License adds two to four months for the approval.
On the ground in Thailand
Talk to our Thailand team
Our Bangkok team works out which structure fits your activity and ownership, whether that is a Thai-majority company, a BOI promotion, or a branch, and registers it with the DBD. Tell us what you plan to do in Thailand and we will set it up.
Emailthailand@emerhub.com
Phone+66 92 554 5444
OfficeUnited Business Center II
591 Sukhumvit 33, Watthana
Bangkok 10110
591 Sukhumvit 33, Watthana
Bangkok 10110