Setting up a company in Thailand

Foreign founders in Thailand almost always operate through a private limited company registered with the Department of Business Development (DBD). The registration itself is fast once the paperwork is in order. The real work happens before it: deciding on a shareholding structure that fits the Foreign Business Act, and sizing the capital so the company can later support licences, work permits and bank accounts.

1. Check your activity against the Foreign Business Act

Start with the activity, not the company. Find your business in the TSIC classification and check the foreign ownership status on its code page. What you find decides the structure:

• Not restricted: a foreign-majority, even 100% foreign-owned, company can operate it under the Act. Manufacturing and export businesses are the classic examples.
• List 3 restricted (most services, retail, wholesale, construction, restaurants, hotels): a foreign-majority company needs a Foreign Business Licence or a BOI promotion, or the company must be majority Thai-owned.
• List 2 restricted: Cabinet-level permission, granted rarely. Plan around it.
• List 1: closed to foreign-majority ownership. No licence exists.

US-national founders have an extra option: the Treaty of Amity gives US-majority companies national treatment in most activities, applied for through the DBD.

2. The structures that actually get used

• Thai limited company, majority Thai-owned: outside the Act entirely, so no FBA licensing. The Thai shareholders must be genuine investors; nominee shareholding is an offence under the Act and enforcement has tightened.
• Thai limited company, foreign-majority: free to operate unrestricted activities; needs an FBL, BOI promotion or treaty basis for restricted ones.
• BOI-promoted company: investment promotion brings foreign-ownership permissions, tax incentives and easier work permits for eligible activities. If your business fits a promoted category, evaluate this route before anything else.
• Branch office or representative office: a branch trades as the foreign parent and needs its own FBA basis for restricted activities; a representative office is limited to non-revenue activities such as sourcing and quality control.

3. Registration steps at the DBD

1. Reserve the company name through the DBD system. Reservations are approved quickly and hold the name for a limited period.
2. File the Memorandum of Association: name, province of the registered office, objectives, capital and the promoters. The registered objectives are expressed in terms that track TSIC activities, which is where your code homework pays off.
3. Hold the statutory meeting to adopt the articles, appoint directors and the auditor, and allot shares. At least 25% of each share must be paid up.
4. Register the company. With documents in order, incorporation can complete the same day; the company receives its registration number, which doubles as its tax ID.

4. Capital: registered versus practical

Thai law sets no meaningful general minimum for a company owned and run by Thais. For foreign founders the practical floors come from elsewhere, and each figure should be verified against current rules before you commit:

• FBA minimum capital: the Act prescribes a minimum capital for foreigners operating in Thailand, higher for restricted activities operated under a licence. Verify current figures with the DBD.
• Work permits: immigration practice ties the number of work permits a company can support to its registered capital and its ratio of Thai employees. Verify current thresholds before fixing the capital.
• Retail and wholesale: List 3 carves out sufficiently capitalised retail and wholesale operations, subject to capital thresholds, verify current figures.

5. Directors, shareholders and the registered office

• Shareholders: a private limited company needs at least two. Corporate shareholders are permitted; the Thai-foreign split is what determines FBA status.
• Directors: at least one natural person. Foreigners can be sole directors of unrestricted companies; some licensed activities require Thai directors.
• Registered office: a Thai address with owner consent documentation. Banks and licensing authorities check it.

6. After incorporation

• VAT registration is mandatory once revenue passes the statutory threshold, and earlier registration is common because customers and work permit processes expect it. Verify the current threshold with the Revenue Department.
• Social security registration follows the first hire.
• Corporate bank account: banks apply their own KYC to foreign-owned companies; expect to show the full corporate file and, for some banks, the directors in person.
• Accounting and audit: every Thai company files audited financial statements annually, regardless of size. Budget for a bookkeeper and auditor from month one.

7. Visas and work permits for founders

Owning a company does not confer the right to work in it. A foreign founder needs a Non-Immigrant B visa and a work permit, both tied to the company's capital and Thai headcount, with thresholds that change and should be verified at application time. BOI-promoted companies use a separate, faster channel. Founders who only need to oversee an investment, not work day to day, sometimes run the company with local management instead.