Company registration in Thailand now requires just two shareholders and one director. The government fee is a flat THB 5,000. All filings go through the Department of Business Development’s online system, and a straightforward application can clear in one to two business days. Foreign-owned companies need THB 2 million in registered capital.
Key facts at a glance
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What Changed for Company Registration in Thailand
Most guides you’ll find online are out of date. They repeat figures that stopped being true years ago. Before you plan anything, check your assumptions against these four changes.
Two shareholders, not three
For decades, forming a Thai limited company meant finding three people. That rule is gone.
The Civil and Commercial Code Amendment Act (No. 23) B.E. 2565 cut the minimum from three promoters to two. It was published in the Royal Gazette on 8 November 2022 and took effect on 7 February 2023. A company in Thailand can now be formed by two shareholders and run by a single director.
This matters more than it sounds. The old rule pushed many founders toward recruiting a third party they barely knew, purely to satisfy a form. That practice created real legal exposure. The change removes the pressure.
The registration fee is flat
You may still read that registration costs THB 500 for every THB 100,000 of registered capital. Or THB 5,500 per million, capped at THB 250,000. Both are obsolete.
Since a ministerial regulation took effect on 21 April 2018, company registration costs a flat THB 5,000 regardless of your capital. Registering the Memorandum of Association costs a flat THB 500. Your registered capital no longer drives the government fee at all.
Paper filing ended
The DBD Biz Regist platform launched in January 2025. The older e-Registration system was retired that June. Walk-in counters stayed open until the end of December.
From 1 January 2026, registration is online only. Paper submissions are no longer accepted for partnerships or private limited companies. Identity is verified through the DBD e-service app, ThaiD, or NDID, which means a foreign founder can now register a Thai company remotely using a digital signature.
Thai shareholders must prove their money is theirs
Since April 2026, Thai shareholders in companies with foreign co-investors must submit three months of bank statements proving they can genuinely fund their shareholding.
From 1 August 2026, the requirement widened. It now covers company directors as well as shareholders, and focuses on 16 provinces where foreign shareholding is highest. The DBD has flagged nearly 120,000 companies for further inspection.
This is aimed squarely at nominee arrangements, and it is working. More on that below.
Types of Business Structures in Thailand
Choosing your structure is the first real decision. It shapes your liability, your tax position, and whether foreigners can own the business at all.
| Structure | Minimum owners | Liability | Open to foreigners? | Best suited to |
| Private limited company | 2 shareholders | Limited to unpaid share value | Yes, up to 49% (100% with BOI, Treaty, or FBL) | Almost every small and medium business |
| Public limited company | 15 promoters | Limited | Yes, with conditions | Large firms planning to list |
| Limited partnership | 2 partners | Managing partner unlimited; others limited | Rarely practical | Small local ventures |
| Registered ordinary partnership | 2 partners | Unlimited, joint | Rarely practical | Professional practices |
| Sole proprietorship | 1 owner | Unlimited, personal | Effectively closed | Thai nationals only, in practice |
| Branch office | — | Parent company liable | Yes, FBL usually needed | Foreign firms extending operations |
| Representative office | — | Parent company liable | Yes | Liaison and sourcing, no revenue |
Why most foreigners choose a Thai limited company
The private limited company wins on almost every measure. It gives you limited liability, which means your personal assets sit behind a legal wall. Creditors can reach the company. They cannot reach your house.
It is also the only structure that comfortably supports work permits, VAT registration, and bank lending. A branch office keeps you legally tied to the parent. A representative office cannot earn a single baht. For a small business in Thailand, the Thai limited company is the default for good reason.
Requirements to Register a Company in Thailand
Shareholders, promoters, and directors
You need two shareholders. Both must be at least 12 years old. Shares can be split any way you like, subject to foreign ownership rules.
You need one director. The director does not need to be a shareholder, and does not need to be Thai. But if your director is foreign and will actually work in Thailand, they will need a visa and work permit, which brings its own capital requirements.
Registered capital
Here is where most guides create confusion. There are three different thresholds, and which one applies to you depends entirely on your ownership and your plans.
| Situation | Registered capital required | Why |
| Thai-majority company, no foreign staff | No statutory minimum | Only the par value rule applies (minimum THB 5 per share) |
| Foreign-owned, unrestricted sector | THB 2 million, fully paid | Ministerial regulation for foreign-operated businesses |
| Foreign Business License required | THB 3 million per activity | Or 25% of estimated three-year expenses, whichever is higher |
| Each foreign work permit | THB 2 million | THB 1 million if married to a Thai national |
A company can be registered with THB 100,000 in capital. It happens often. But if that company later wants to sponsor one foreign employee, it will need to increase capital to THB 2 million first. Plan for where you are going, not just where you start.
At least 25% of the subscribed share value must be paid up when you register.
Registered office address
Your company needs a real address in Thailand. A virtual office is accepted for company incorporation. It is not accepted when labour officials inspect your premises for a work permit application. If foreign staff are part of the plan, secure a physical office ahead of time.
Company name
The name must be unique, must not mislead, and must end with “Limited”. Submit up to three choices in order of preference. Reservation is free and valid for roughly 30 days.
How to Start a Business in Thailand: Step-by-Step Guide
Step 1: Reserve your company name
File through DBD Biz Regist. Provide three options, ranked. Avoid names that resemble existing companies, government bodies, or royal references. Approval usually takes one to two business days.
Step 2: File the Memorandum of Association (MOA)
The MOA is your company’s founding document. It states the name, the province of the registered office, the business objectives, the registered capital, and a declaration of limited liability. It also lists the promoters and how many shares each takes.
A registered MOA stays valid for up to three years.
Step 3: Hold the statutory meeting
Shareholders adopt the Articles of Association, appoint the directors and the auditor, and formally allot the shares. This can be done electronically under the amended Civil and Commercial Code.
Step 4: Register the company
File the incorporation documents with the Department of Business Development, a key agency under Thailand’s Ministry of Commerce. Where the full share capital has been subscribed, the MOA and the registration can be filed on the same day. Many companies now complete both in a single sitting.
You receive a registration certificate and a 13-digit juristic person number.
Step 5: Register for tax and VAT
Your juristic person number doubles as your corporate tax ID. No separate application is needed. Register for VAT if your turnover will exceed THB 1.8 million, or if you need VAT registration to sponsor a work permit.
| Step | What you file | Typical timeline | Government fee |
| 1. Name reservation | Three name choices | 1–2 business days | Free |
| 2. Memorandum of Association | MOA form | Same day | THB 500 + THB 200 stamp duty |
| 3. Statutory meeting | Internal minutes | Same day | — |
| 4. Company registration | Incorporation filing | 1–2 business days | THB 5,000 flat |
| 5. Tax and VAT | Revenue Department forms | 3–7 days | Free |
Document preparation is what actually determines your timeline. The filings are fast. Gathering shareholder bank statements, notarised foreign documents, and lease agreements is what takes the weeks.
How Much Does It Cost to Set Up a Business in Thailand?
| Cost item | Range (THB) | Notes |
| Government fees | 6,000 – 8,000 | Registration, MOA, stamp duties, certified copies |
| Company seal | 300 – 500 | Not legally required, but banks often expect one |
| Professional incorporation fees | 20,000 – 80,000 | Varies with ownership structure and complexity |
| Corporate bank account setup | 8,500 – 10,000 | Some banks require THB 100,000–500,000 initial deposit |
| Foreign Business License | 40,000 – 500,000 | Only if your activity falls under List 2 or List 3 |
| Annual accounting and audit | 80,000 – 100,000 | Mandatory audit applies even to dormant companies |
Four things push your costs up: foreign ownership, the number of work permits you need, whether your sector requires a licence, and how much registered capital you declare. A Thai-owned consultancy sits at the bottom of these ranges. A foreign-owned restaurant group sits near the top.
Foreign Ownership Rules: The Foreign Business Act Explained
The 49% rule
Under the Foreign Business Act B.E. 2542 (1999), a company is treated as foreign if non-Thais hold 50% or more of the shares. Foreign shareholding is capped at 49% unless you qualify for an exemption.
The Act does not ban foreign businesses. It channels them.
Lists 1, 2, and 3
| List | What it covers | Can foreigners operate? |
| List 1 | Newspapers, broadcasting, rice farming, land trading, forestry | No. Prohibited outright |
| List 2 | Domestic transport, mining, salt farming, activities touching security or culture | Only with Cabinet approval and at least 40% Thai shareholding |
| List 3 | Most services, retail, wholesale, restaurants, tourism | Yes, with a Foreign Business License |
List 3 includes a catch-all category for “other service businesses”. It sweeps in far more than founders expect. If you sell services in Thailand, assume you are in List 3 until an advisor confirms otherwise.
Foreign Business License
An FBL requires THB 3 million in capital per restricted activity. Official review runs about 60 days, plus roughly 15 days to issue. In practice, budget two to four months.
Operating a restricted activity without one carries imprisonment of up to three years and a fine of THB 100,000 to THB 1,000,000.
BOI promotion
The Board of Investment can grant up to 100% foreign ownership, corporate income tax exemptions of up to eight years, import duty relief, and land ownership rights for the project. BOI companies are also released from the four-Thai-employees rule and the THB 2 million per work permit requirement.
Priority sectors include electric vehicles and batteries, semiconductors, digital infrastructure and data centres, and bio-circular-green industries. Applications take roughly 60 to 90 days.
US-Thailand Treaty of Amity
American citizens and US-majority companies can own 100% of a Thai business under the 1966 Treaty of Amity, which remains in force. You need at least 51% US shareholders and 50% US directors, certification from the US Commercial Service, and a Foreign Business Certificate from the DBD. Expect six to ten weeks.
The treaty has limitations. It does not cover communications, domestic transport, banking, land ownership, natural resource extraction, or domestic trade in agricultural products. It also grants no visa, no work permit, and no tax advantage.
One change to watch
In April 2025, the Cabinet approved in principle the removal of several service categories from FBA restrictions. On 12 May 2026, it approved the draft instruments covering nine of them, including software development, treasury centres, and Type-1 telecommunications.
These activities remain restricted until the regulation is published. Do not build a business plan on a rule that has not yet become law.
Nominee Shareholders Are Illegal
For years, some foreign founders solved the 49% problem by finding Thai nationals to hold shares on paper while the foreigner controlled everything. The arrangement was common. It was never legal.
Section 36 of the Foreign Business Act criminalises both sides. The Thai nominee and the foreigner face imprisonment of up to three years and fines between THB 100,000 and THB 1,000,000.
Enforcement is no longer theoretical.
The DBD crackdown by the numbers
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The three-month bank statement rule now makes a paper shareholder easy to spot. If your Thai partner cannot demonstrate the funds to buy their shares, the application stalls.
The practical solution is simple. Structure your business through a route that is actually legal: a genuine Thai partnership, BOI promotion, the Treaty of Amity, or a Foreign Business License.
After Registration: Tax, VAT, and Compliance Obligations
VAT registration
VAT registration becomes mandatory once annual turnover exceeds THB 1.8 million. You must register within 30 days of crossing that line. Voluntary registration is allowed below the threshold, and is often necessary to support work permit applications.
The VAT rate is 7%. In July 2026, the Cabinet approved a further one-year extension to 30 September 2027, though the Royal Decree confirming it has not yet been published.
Corporate income tax
The standard rate is 20%. Smaller companies pay less.
| Taxable profit | SME rate |
| Up to THB 300,000 | 0% |
| THB 300,001 – 3,000,000 | 15% |
| Above THB 3,000,000 | 20% |
SME rates apply where paid-up capital is THB 5 million or less and annual revenue is THB 30 million or less. Both conditions must be met.
Withholding tax
Your company withholds tax on many of the payments it makes. Services and professional fees are withheld at 3%, rent at 5%, advertising at 2%, and transport at 1%. Returns are due by the 7th of the following month, or the 15th if you file electronically.
Withholding is where new companies stumble most often, usually by missing a deduction entirely or applying the wrong rate. Our guide to common withholding tax mistakes in Thailand covers the errors we see most frequently.
Social Security Fund
Register within 30 days of hiring your first employee. Employer and employee each contribute 5%.
The wage ceiling changed on 1 January 2026. It rose from THB 15,000 to THB 17,500 per month, lifting the maximum monthly contribution from THB 750 to THB 875 on each side. Any guide still quoting THB 750 is out of date.
Annual compliance calendar
| Obligation | Deadline | Filed with |
| Annual General Meeting | Within 4 months of fiscal year end | Internal |
| Shareholder list (BOJ 5) | Within 14 days of the AGM | DBD |
| Audited financial statements | Within 1 month of the AGM | DBD |
| PND 50 (annual tax return) | Within 150 days of year end | Revenue Department |
| PND 51 (half-year return) | End of the 8th month | Revenue Department |
Two penalties are worth knowing. Underestimating your half-year profit by more than 25% triggers a 20% penalty on the shortfall. Late DBD filings can cost up to THB 100,000, charged to the company and its directors personally.
Every Thai company must be audited by a licensed CPA. That includes dormant companies with no transactions at all.
Visas and Work Permits for Foreign Business Owners
Owning a Thai company does not give you the right to work in it. Those are separate permissions.
The Non-Immigrant B route
Your company files a WP.3 pre-approval with the Department of Employment, which takes roughly seven to fourteen working days. You then apply for a Non-Immigrant B visa from outside Thailand, enter the country, and apply for the work permit.
The two conditions that catch people out
Your company needs THB 2 million in fully paid registered capital for each foreign employee, reduced to THB 1 million if that person is married to a Thai national. It also needs four Thai employees for every foreign work permit holder.
A two-person startup cannot sponsor a work permit. The maths simply does not work until you hire.
BOI-promoted companies are exempt from both conditions.
LTR, SMART and DTV
The Long-Term Resident (LTR) visa offers ten years, an included digital work permit, and no 90-day reporting, but the financial thresholds exclude most applicants. The SMART visa targets startup founders in designated technology sectors.
The Destination Thailand Visa deserves a specific warning. It suits remote workers earning from foreign clients. It cannot be used to work for a Thai company, cannot support day-to-day management of a Thai business, and cannot be paired with a work permit. Several major banks also decline corporate account applications from DTV holders.
Opening a Corporate Bank Account
This is the step that derails more foreign founders than the registration itself.
A director must appear in person. There is no remote option. Foreign directors generally need a valid long-term visa, and a Non-Immigrant B with a work permit is the safest position to be in.
Banks now verify ultimate beneficial ownership on every corporate applicant, including fully Thai-owned companies, under the Bank of Thailand’s due diligence framework. Where a company has foreign directors, banks coordinate with the DBD to check that Thai shareholders can genuinely fund their shares. Incoming transfers above roughly USD 200,000 trigger source-of-funds review.
With complete documents, an account can open in three to five working days. Rejections are common, and they usually trace back to a weak visa position or incomplete shareholder evidence.
Practical Tips for Starting a Small Business in Thailand
Budget for a full year. Registration is cheap. Accounting retainers, audit fees, office rent, and staff costs are the real numbers. Founders who budget only to incorporation run out of runway during their first audit season.
Validate demand before you commit capital. Bangkok is not Chiang Mai. Phuket is not Khon Kaen. Pricing, competition, and customer expectations shift sharply between provinces.
Hire a Thai-speaking manager you trust, then structure the relationship legally. Language and cultural fluency are genuine competitive advantages. But there is a hard line between a Thai business partner who invests, decides, and shares risk, and a Thai name on a share register who does neither. The first is a partnership. The second is a criminal offence.
Put everything in writing. Verbal agreements are widespread and difficult to enforce. Written contracts in Thai and English, properly signed, prevent most disputes before they start.
Check your industry licence early. Restaurants need food and alcohol licences. Tour operators need TAT licensing. Hotels, schools, and clinics each have their own regime. Sector licences typically add 30 to 120 days, and most of these activities belong to List 3.
Growth sectors in 2026
Thailand’s incentive structure points clearly toward electric vehicles, semiconductors and advanced electronics, digital services and data centres, bio-circular-green industries, and medical and wellness tourism. These sectors carry BOI support, which can mean full foreign ownership and tax holidays.
We cover the sectors showing the strongest momentum in our guide to fast-growing business opportunities in Thailand.
Common Mistakes When Registering a Company in Thailand
- Using a nominee Thai shareholder to sidestep the 49% rule
- Registering minimal capital, then discovering you need THB 2 million for a work permit
- Choosing a virtual office when your work permit inspection requires a physical one
- Assuming a small business will escape DBD attention
- Missing the AGM, audit, or DBD filing deadlines in year one
- Planning around the proposed FBA delisting before it becomes law
- Treating company ownership as permission to work
- Skipping the half-year tax return, then absorbing a 20% penalty
Registering Your Company in Thailand With Reliance Consulting
The filings are the easy part. The difficulty lies in the decisions around them—how to structure ownership legally, how much capital to declare, whether BOI promotion is worth pursuing, and how to build a compliance calendar you can actually meet.
Reliance Consulting has guided foreign and Thai founders through company registration, licensing, accounting, and payroll in Thailand for over a decade. With enforcement tightening and rules shifting, getting the structure right at the start costs far less than fixing it later.
Talk to our team about registering your company in Thailand.
Frequently Asked Questions
What do you need to set up a business in Thailand?
You need at least two shareholders, one director, a registered office address in Thailand, an approved company name, and a Memorandum of Association. Foreign-owned companies also need THB 2 million in registered capital. All filings go through the DBD’s online system.
How many shareholders do you need to register a company in Thailand?
Two. The minimum dropped from three to two on 7 February 2023 under the Civil and Commercial Code Amendment Act (No. 23). Any guide still stating three shareholders is out of date.
How long does Thailand company registration take?
Filing takes one to two business days through DBD Biz Regist. Realistically, allow one to two weeks from start to finish, since document preparation, notarisation, and shareholder financial evidence take longer than the filings themselves.
How much does it cost to set up a business in Thailand?
Government fees run THB 6,000 to THB 8,000. Professional fees add THB 20,000 to THB 80,000 depending on complexity. Budget a further THB 80,000 to THB 100,000 annually for accounting and the mandatory audit.
Can a foreigner fully own a business in Thailand?
Yes, through three routes: BOI promotion, the US-Thailand Treaty of Amity for American nationals, or a Foreign Business License. Without one of these, foreign shareholding is capped at 49%.
What is the minimum registered capital for a company in Thailand?
A Thai-majority company with no foreign staff has no statutory minimum. Foreign-owned companies need THB 2 million. Where a Foreign Business License is required, the figure is THB 3 million per activity.
What is the easiest business to start in Thailand?
For Thai nationals, low-capital service businesses such as consulting, digital services, and small retail are simplest. For foreigners, “easiest” means any activity that avoids Foreign Business Act List 3 or qualifies for BOI promotion.
Do I need a work permit to run my own company in Thailand?
Yes. Owning shares gives you no right to work. You need a Non-Immigrant B visa and a work permit, which requires THB 2 million in registered capital and four Thai employees per foreign permit holder.
When do I need to register for VAT in Thailand?
Within 30 days of your annual turnover exceeding THB 1.8 million. You may also register voluntarily below the threshold, which is often necessary to support work permit applications.
Can I register a Thai company from overseas?
Yes. Since DBD Biz Regist moved online, foreign founders can register remotely using ThaiD or NDID identity verification and a digital signature. You will still need to travel to Thailand to open the corporate bank account.
What is the difference between a Thai limited company and a branch office?
A Thai limited company is a separate legal entity, so liability stops at the company. A branch office is legally part of its foreign parent, meaning the parent carries full liability, and it usually needs a Foreign Business License.
Is a company seal required in Thailand?
No. A seal is not legally mandatory. If your company does have one, it must be affixed to share certificates. Most companies still make a seal because banks and government offices commonly expect it.
