Foreigners registering in Thailand hit two walls at once. The mechanical filing runs through the Department of Business Development (DBD), and the Foreign Business Act caps foreign ownership. The answer is straightforward. A Thai Private Limited Company (Co., Ltd.) is the default vehicle for almost every foreign founder. DBD registration itself takes days. The real work is structuring ownership legally.
This guide covers company registration in Thailand end to end: the steps, the ownership routes, capital, costs, timelines, and post-registration compliance.
How Do You Register a Company in Thailand? Step by Step
Register a company in Thailand in seven steps: reserve the name, file the Memorandum of Association (MOA), hold the statutory meeting, register with the DBD, register for tax and Value Added Tax (VAT), open a bank account, and register with the Social Security Office (SSO). DBD incorporation itself completes in one to a few days when documents are ready.
| Step | Authority | Output | Typical time |
|---|---|---|---|
| 1. Reserve company name | DBD | Name reservation (valid 30 days, per DBD) | 1–3 days |
| 2. File Memorandum of Association | DBD | Registered MOA | 1–3 days |
| 3. Statutory meeting and directors | Company promoters | Adopted articles, appointed directors | Same day possible (OSOS) |
| 4. Register and get certificate | DBD | Certificate of Incorporation | 1–5 working days (DBD) |
| 5. Register for tax and VAT | Revenue Department | Tax ID, VAT registration | Days |
| 6. Open corporate bank account | Thai bank | Company account | 1–3 weeks |
| 7. Register as employer | SSO | Employer registration | Within 30 days of first hire (SSO) |
Since 1 July 2026, the DBD requires new company and partnership registrations to be filed through its online system nationwide, after online adoption for new registrations reached 95% in June 2026, per the DBD.
Step 1: Reserve your company name with the DBD
Submit three name choices in order of preference. The DBD reviews them against Thai naming rules and reserves the approved name. A DBD-approved name reservation is valid for 30 days with no extension, per the BOI One-Stop Service Center; file the MOA within that window or the approval lapses. Test availability first with Commenda’s company name checker.
Step 2: File the Memorandum of Association
The Memorandum of Association (MOA) states the company name, objectives, registered address, capital and shares, and promoter details. The 2023 amendment to the Civil and Commercial Code cut the minimum promoters and shareholders from three to two, effective 7 February 2023, per the amending Act published in the Royal Gazette on 8 November 2022. This corrects the old “three shareholders” rule.
Step 3: Hold the statutory meeting and appoint directors
Promoters hold a statutory meeting to adopt the Articles of Association (AOA), appoint the director or directors, and confirm share subscription. The statutory meeting and registration can happen the same day, per the BOI One-Stop Service Center. The 2023 amendment also caps timing: an MOA becomes void if registration is not completed within three years of the Registrar accepting it (Section 1099).
Step 4: Register the company and get the certificate of incorporation
Submit the filing to the DBD, pay the registration fee, and receive the Certificate of Incorporation. The DBD issues the certificate within roughly one to five working days of a complete filing, with same-day incorporation possible for straightforward electronic filings, per the DBD. The certificate proves legal existence and unlocks banking, tax, and visa steps.
Step 5: Register for corporate income tax and VAT
Obtain a tax ID from the Revenue Department. Register for VAT once annual turnover exceeds THB 1.8 million, within 30 days of crossing the threshold, at the standard 7% rate, per the Thai Revenue Department. The 7% rate is extended by Royal Decree through 30 September 2026. Verify company tax IDs with Commenda’s global tax ID verification tool.
Step 6: Open a Thai corporate bank account
Banks require the registration papers, tax ID, signatory identification, and proof of address. Foreign directors often must appear in person. Banks apply extra scrutiny to foreign-majority companies, so prepare shareholder and capital documentation carefully. Commenda does not open accounts directly but refers founders to banking partners that support non-resident owners.
Step 7: Register as an employer with the Social Security Office
Register with the Social Security Office (SSO) within 30 days of the first employee’s start date, per the Social Security Act B.E. 2533 (Section 33). Employer and employee contributions fund healthcare, pensions, and unemployment. Late registration can carry imprisonment of up to six months, a fine of up to THB 20,000, or both, per the SSO.
Which Business Structure Should You Choose in Thailand?
Choose the Private Limited Company (Co., Ltd.) for almost every foreign founder. It gives limited liability with a minimum of two shareholders and one director. The other forms exist for narrow cases: public offerings, partnerships, or non-revenue foreign parent offices.
| Structure | Minimum owners | Liability | Foreign ownership possible | Can generate revenue | Typical use case |
|---|---|---|---|---|---|
| Private Limited Company (Co., Ltd.) | 2 (per CCC, since 7 Feb 2023) | Limited | Yes, via BOI/Amity/FBL | Yes | Default for foreign founders |
| Public Limited Company | 15 promoters | Limited | Yes | Yes | Listing, public capital |
| Registered ordinary partnership | 2 | Separate personality; partners liable | Restricted by FBA | Yes | Small local ventures |
| Limited partnership | 2 | Mixed limited/unlimited | Restricted by FBA | Yes | Investor plus operator |
| Unregistered ordinary partnership | 2 | Unlimited, personal | Restricted by FBA | Yes | Informal ventures |
| Sole proprietorship | 1 | Unlimited, personal | Rarely, FBA-restricted | Yes | Thai nationals |
| Branch office | Parent | Parent bears full liability | Yes, FBL usually needed | Yes | Foreign parent extension |
| Representative office | Parent | Parent liable | Yes | No | Sourcing, quality control |
| Regional office | Parent | Parent liable | Yes | No | Coordinating affiliates |
Private Limited Company (Co., Ltd.)
A Co., Ltd. needs a minimum of two shareholders since 7 February 2023 and at least one director, with limited liability. Thailand has no US-style Limited Liability Company (LLC). A Co., Ltd. is a corporation, so US readers should not assume pass-through taxation. This distinction matters for the US subsidiary analysis below.
Partnerships and sole proprietorships
Registered ordinary partnerships and limited partnerships gain separate legal personality on registration. A limited partnership pairs limited partners with unlimited partners. Unregistered ordinary partnerships leave partners jointly and personally liable. Sole proprietorships carry unlimited personal liability and are generally unavailable to foreigners because of Foreign Business Act restrictions. Neither form suits a foreign founder.
Branch, representative, and regional offices
A branch office is an extension of the foreign parent, not a separate entity. The parent bears full liability, minimum capital rules apply, and a Foreign Business License is usually required, which makes a subsidiary the cleaner choice. A representative office is limited to non-revenue activities such as sourcing, quality control, and reporting to head office, and cannot earn Thai income. A regional office coordinates affiliates and is likewise non-revenue-generating.
What Is the 49% Foreign Ownership Rule Under the Foreign Business Act?
Under the Foreign Business Act B.E. 2542 (1999), a Thai-registered company is legally “foreign” once non-Thai persons hold 50% or more of its shares (Section 4). In practice this caps standard foreign equity at 49% in restricted sectors, so Thai nationals must hold the majority for the company to operate those activities freely.
A “foreigner” means a non-Thai natural person, a foreign-registered entity, or a Thai-registered company that is foreign-majority owned. Restricted activities sit in three lists annexed to the Act.
| List | Restriction | Example activities | Route to participate |
|---|---|---|---|
| List 1 (9 activities, per FBA) | Prohibited to foreigners | Newspapers, radio and TV broadcasting, rice farming, livestock, land trading, forestry | None |
| List 2 (3 chapters, per FBA) | Cabinet approval required | Firearms and national security, arts and culture, natural resources, domestic transport | Cabinet approval; ≥40% Thai shares and ≥2/5 Thai directors (Section 15) |
| List 3 (21 activities, per FBA) | Foreign Business License (FBL) required | Accounting, legal, architecture, engineering, brokerage, retail and wholesale below capital thresholds, most other services | FBL, BOI, or Amity Treaty |
How Can a Foreigner Own 100% of a Thai Company?
A foreigner can legally own 100% of a Thai company through five routes: Board of Investment (BOI) promotion, the US–Thai Treaty of Amity, a Foreign Business License, Industrial Estate Authority of Thailand privileges, or meeting retail and wholesale capital thresholds. BOI promotion is the most common route.
BOI promotion
The Board of Investment (BOI) promotes targeted industries: technology and software, R&D, biotech, electronics, electric vehicles and the EV supply chain, high-value manufacturing, International Business Center (IBC) headquarters, and Thailand 4.0 / Bio-Circular-Green (BCG) activities. Benefits include 100% foreign ownership, corporate income tax holidays up to eight years, import duty exemptions on machinery and raw materials, permission to own land, and streamlined visas through the BOI One-Stop Service Center (OSOS).
US–Thai Treaty of Amity
The Treaty of Amity and Economic Relations (1966) lets US citizens and US-majority companies hold majority or 100% ownership of a Thai company in most sectors. It requires certification through the US Commercial Service at the US Embassy. It excludes reserved sectors: communications, transport, banking, land ownership, natural resource exploitation, and domestic trade in agricultural products.
Foreign Business License
The Foreign Business License (FBL) is case-by-case DBD or Cabinet approval to run a List 3 activity with foreign majority ownership. It is discretionary and slow relative to BOI promotion, so most founders reach for BOI or the Amity Treaty first.
IEAT privileges and capital-threshold exemptions
The Industrial Estate Authority of Thailand (IEAT) grants privileges to foreign-majority manufacturers operating inside industrial estates, with estate incentives that differ from a plain DBD registration. Separately, retail and wholesale businesses can be foreign-majority owned by meeting a high minimum-capital threshold set by ministerial regulation under the Foreign Business Act. Verify the current per-store-category figure before relying on it.
What Are the Capital Requirements for a Thai Company?
The number that matters for foreigners is THB 2 million of registered capital, generally required per foreign work permit, with higher minimums for restricted activities. Thai law sets no general statutory minimum registered capital beyond a share par value of at least THB 5, per the DBD and Civil and Commercial Code.
| Scenario | Minimum capital | Source |
|---|---|---|
| All-Thai company | No statutory minimum; par ≥ THB 5/share | DBD / Civil and Commercial Code |
| Foreign-owned, general FBA activity | THB 2 million | Foreign Business Act §14 |
| FBA-restricted (List 3) activity | THB 3 million per activity | Foreign Business Act §14 |
| Per foreign work permit | THB 2 million paid-up (THB 1 million if married to a Thai) | Ministry of Labour work-permit rules |
| Paid-up at incorporation | ≥25% of registered capital | Civil and Commercial Code |
What Documents Are Required to Register a Company in Thailand?
You need seven core documents: the name reservation certificate, the Memorandum of Association, the company registration application, the Articles of Association, the statutory meeting minutes, director and shareholder passports or IDs, and evidence of the registered address. Thai-language versions are expected, so translate foreign-language documents.
Foreign shareholders and directors should prepare notarized passport copies and, where funds move from abroad, evidence of the foreign currency transfer to support later work permit and repatriation steps.
How Much Does It Cost to Register a Company in Thailand?
Government costs are modest, and professional fees drive the total. Name reservation is free through the DBD e-service, and VAT registration is free through the Revenue Department. The DBD charges a government registration fee calculated on registered capital under its published fee schedule. Verify current government fee amounts with the DBD before budgeting.
| Cost item | Amount | Source |
|---|---|---|
| Name reservation | Free | DBD e-service |
| Company registration fee | Government fee on a capital-based schedule (verify current) | DBD fee schedule |
| MOA filing | Included in the DBD schedule | DBD fee schedule |
| VAT registration | Free | Thai Revenue Department |
| Translation and notarization | Varies by document volume | Market rate |
| Professional incorporation service | Varies by provider and ownership route | Market rate |
| BOI application | Separate BOI fees, if applicable | BOI |
Do not rely on quoted fixed amounts without confirming them against the DBD and BOI, since government fees change.
How Long Does Company Registration Take in Thailand?
DBD incorporation takes one to five working days once documents are ready, per the DBD, with same-day filing possible for straightforward electronic submissions. The realistic end-to-end timeline for a foreigner is two to six weeks, including name reservation, documents, bank account, and tax registration. BOI promotion adds 40 to 90 or more working days.
| Phase | Typical duration | Dependency |
|---|---|---|
| Name reservation | 1–3 days (30-day validity, per DBD) | DBD approval |
| Document preparation | Few days to 2 weeks | Shareholder documents, translations |
| DBD incorporation | 1–5 working days (DBD) | Complete filing |
| Tax and VAT registration | Days | After incorporation |
| Bank account | 1–3 weeks | Certificate; in-person often required |
| Foreigner end-to-end | 2–6 weeks | All of the above |
| BOI promotion (if used) | +40–90+ working days | BOI project approval |
How Do You Get a Non-Immigrant B Visa and Work Permit?
Get the Non-Immigrant B visa first, then the work permit; the visa is the prerequisite. The company must generally hold THB 2 million in registered capital per work permit and employ four Thai nationals for each foreign employee, per Ministry of Labour rules. This is the “4:1 ratio.”
BOI-promoted companies use the OSOS fast track and are relaxed from both the capital-per-permit rule and the 4:1 ratio. Newer routes such as the SMART Visa and Long-Term Resident (LTR) visa also serve skilled professionals, investors, and high earners.
What Are the Post-Registration Compliance Requirements in Thailand?
Every Thai company must file audited annual financial statements with the DBD and Revenue Department, file annual corporate income tax (CIT) returns, hold an annual general meeting (AGM) within four months of fiscal year-end, maintain SSO contributions, and file VAT returns if registered. Audit by a licensed Thai CPA is mandatory even for dormant companies.
Corporate income tax returns are filed after the AGM, and monthly filings cover VAT and withholding tax. Missed deadlines carry fines and director liability. Commenda’s compliance calendar tracks filing dates by country and entity so nothing lapses.
How Does a US Company Register a Thailand Subsidiary?
A US parent typically registers a Thai Private Limited Company as a subsidiary under the Treaty of Amity, which permits US-majority ownership in most sectors. A subsidiary limits the parent’s liability and avoids the Foreign Business License exposure a branch carries. It behaves as a separate Thai corporation.
On US tax, a Thai Co., Ltd. is a foreign corporation by default, not an LLC, so do not assume pass-through treatment. Evaluate entity classification (check-the-box, Form 8832), Global Intangible Low-Taxed Income (GILTI), and Thailand’s standard 20% corporate income tax rate with your US tax advisor. Withholding on dividends to the US parent applies and may be reduced under the US–Thailand tax treaty.
How Commenda Helps You Register a Company in Thailand
The DBD steps are fast, and ownership structuring is the hard part. Legitimate 100% foreign ownership routes exist through BOI, the Amity Treaty, an FBL, and IEAT. Commenda’s incorporation service forms your Thai Private Limited Company and picks the right ownership route, and Commenda’s entity management platform handles the post-registration filings, AGMs, and compliance calendar so country 12 behaves like country 1.
Stay ahead of every deadline with Commenda’s compliance calendar. Book a demo to get a free assessment of the fastest legal route to 100% ownership of your Thai company.
