How to Set Up a Company in Thailand: A Step-by-Step Guide for Foreigners

Any foreign national can participate in Thailand company formation - but the rules differ significantly from most Western countries.

Thailand's Foreign Business Act (FBA) classifies a company as "foreign" when 50% or more of its shares are held by non-Thai nationals. That single threshold shapes almost every decision you'll make.

The standard model: A foreigner holds 49% of shares; Thai nationals hold the remaining 51%. This is the most common structure for small and medium businesses.

The 100% foreign ownership routes:

• BOI promotion - for qualifying industries (tech, manufacturing, EVs, digital services). The most widely used route in 2025.
• Foreign Business License (FBL) - for restricted activities; requires minimum capital of THB 3 million per activity and takes 6+ months to obtain.
• US Treaty of Amity - US nationals only; allows majority or full ownership in most sectors.

Choosing the Right Business Structure

Most foreign entrepreneurs register a Thai Private Limited Company (บริษัทจำกัด). It's the standard vehicle, offers limited liability, and is compatible with all ownership routes.

Note: As of January 2025, the DBD requires 3 months of bank statements from each Thai shareholder to verify genuine capital contribution. Nominee structures are actively screened and rejected.

Capital Requirements

THB 2 million is the practical minimum if you plan to hire a foreign employee and obtain a work permit.

• Minimum legally: THB 10 (impractical for real operations)
• For a work permit: THB 2 million registered capital, ideally 100% paid up
• For a Foreign Business License: THB 3 million per restricted activity
• Paid-up requirement: At least 25% of registered capital must be deposited immediately

Step-by-Step: Registering Your Company

Thailand's registration process moved fully online on July 1, 2025 via the DBD Biz Regist portal. Here's how it works in practice.

Step 1 - Reserve Your Company Name

Submit up to three preferred names (Thai and English) through DBD Biz Regist. Approval takes 1 business day. The reservation is valid for 30 days.

Step 2 - Prepare Your Documents

For foreign shareholders:

• Certified passport copy
• Proof of address
• Power of attorney (if using a representative)

Company documents:

• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Shareholder and director list
• Registered office address proof (lease or ownership deed)

New from January 2025: Each Thai shareholder must provide 3 months of bank statements and proof that their capital contribution came from genuine personal funds.

Step 3 - Hold a Statutory Meeting

Shareholders and founders convene to adopt the AOA, appoint directors, allocate shares, and appoint an auditor. Minutes must be signed by authorized directors. This meeting must take place within 3 months of MOA approval.

Step 4 - Submit Registration to the DBD

Upload all documents digitally, pay fees electronically, and track your application in real time. Upon approval, you receive:

• Certificate of Incorporation
• Legal Entity Registration Number
• Business Registration Certificate

Download digital certificates from encert.dbd.go.th.

Step 5 - Post-Registration Formalities

• Tax ID: Register with the Revenue Department (1–3 days).
• VAT: Required if annual revenue exceeds THB 1.8 million.
• Social Security: Register with the SSO within 30 days of hiring staff.
• Corporate bank account: Open with your Certificate of Incorporation and deposit registered capital.
• Work permit: Apply after company registration; typically takes 1–2 weeks.

Timeline Overview

Should You Apply for BOI Promotion?

If your business falls in a priority sector - AI, robotics, EVs, digital technology, advanced manufacturing - BOI promotion is worth serious consideration.

Benefits include:

• Up to 13 years of corporate income tax exemption
• 100% foreign ownership without an FBL
• Import duty exemptions on machinery and raw materials
• Streamlined work permits (no 4:1 Thai-to-foreign employee ratio)
• Land ownership rights for promoted companies

Apply through the BOI e-Investment Promotion system before registering your company. BOI certification resolves FBA restrictions entirely for promoted activities.

For a detailed breakdown of costs, timelines, and document checklists, the Thailand company formation guide at Herrera & Partners covers the process end to end.

Common Mistakes to Avoid

Using nominee shareholders. The DBD's 2025 rules are specifically designed to catch this. Fines and dissolution are real risks.

Underestimating capital. THB 10 is legal but useless. Budget for THB 2 million minimum if you need a work permit.

Skipping the statutory meeting. It's a legal requirement, not a formality. Missing it voids your registration timeline.

Registering a virtual address. Since 2026, the DBD actively verifies registered office addresses. A co-working space with a proper lease agreement works; a PO box does not.