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Doing business in Thailand through a company of your own usually serves one of three aims: selling to Thai customers from a locally registered base, running a project in an activity promoted by the Board of Investment (BOI), or holding a stake in a Thai venture next to Thai shareholders who invest their own money. All three use the private limited company registered with the Department of Business Development (DBD) of the Ministry of Commerce, under very different ownership rules.
The law behind those rules is the Foreign Business Act B.E. 2542 (1999). It does not stop a foreigner from owning a Thai company. It limits what a company that is half or more foreign-owned may do without a licence, a BOI certificate or a treaty route.
| Vehicle | What it is | Typical use |
|---|---|---|
| Private limited company (Company Limited) | Formed by two or more promoters under the Civil and Commercial Code; the Code sets no minimum capital | The standard vehicle for Thai and foreign owners |
| Foreign-majority limited company | The same form with half or more of the shares in foreign hands, which makes it a foreigner under the Act | Activities outside the restricted lists, or listed ones under a licence |
| BOI-promoted company | A limited company holding a BOI promotion; if foreign-owned, it takes a DBD certificate instead of a licence | Projects in activities the BOI promotes, with tax and non-tax incentives |
| Branch or representative office | An office of a company registered abroad; representative and regional office activities fall under the “other services” item of List 3 | A foreign group’s presence without a Thai subsidiary |
Steps, documents and capital for each route are on company setup in Thailand.
| Tax | Position in November 2026 |
|---|---|
| Corporate income tax | 20% of net profit, for companies incorporated in Thailand and for foreign companies doing business there |
| Small company bands | 0%, 15% and 20%, for paid-in capital of no more than 5 million baht and sales of no more than 30 million baht |
| VAT | Statutory rate 10%, charged at 7% (6.3% VAT plus 0.7% municipal tax) under Royal Decree No. 807 until 30 September 2027; registration above 1.8 million baht of annual turnover |
| Dividends paid abroad | 10% withholding, less where a tax treaty applies |
| Interest and royalties paid abroad | 15% withholding, less where a tax treaty applies |
| Dividends between Thai companies | Exempt for a holder of at least 25% of the voting shares with no cross-holding, if held three months before and after the payment |
| Large multinational groups | Top-up tax under the Emergency Decree on Top-up Tax B.E. 2567, for groups with consolidated revenue above 750 million euros, from fiscal years starting on 1 January 2025 |
| BOI projects | Corporate income tax exemption of between 3 and 13 years for the 2026 incentive groups that carry one |
The small company bands turn on paid-in capital and turnover, not ownership, so a foreign-owned company with capital of 5 million baht or less can use them. Thailand VAT is the figure to watch: the current one-year extension of the reduced rate runs until 30 September 2027 unless the government extends it again.
Foreign ownership in Thailand turns on one line: half of the shares. Below it, a company whose Thai shareholders are genuine investors is Thai for the purposes of the Act. At half or above, the company is a foreigner and sorts its activities against three lists. List 1 is closed; List 2 needs Cabinet approval unless Thai shareholders hold at least 40%; List 3, which takes in most professional and commercial services, needs a foreign business licence from the Ministry of Commerce, and a licensed business must carry at least 3 million baht of paid-up capital.
Section 36 of the Act makes it a criminal offence for a Thai person or company to hold shares for a foreigner or to help a foreigner run a business the Act reserves. Since January 2026 the DBD has asked the Thai shareholders of foreign-minority companies to prove with bank statements that they paid for their shares. A Thai partner who exists only on paper is not a lawful route, and we do not offer one.
Management is simpler. A Thai limited company is run by one or more directors under the control of the shareholders in general meeting; section 1144 of the Code, which sets this rule, says nothing about the directors’ nationality or residence. Ownership is recorded in the register of shareholders the company keeps and in the shareholder list it files with the DBD after each ordinary meeting.
A Thai bank opens a company account on the company’s certified registration documents, its list of shareholders and a board resolution naming who may sign, and each bank adds its own requirements; some ask a foreign authorised director for a work permit. The account has also become part of registration itself, since Thai shareholders’ payments for their shares are now traced through their bank statements. What banks ask of foreign-owned companies is covered on bank accounts for Thailand companies.
Form a new company when you want to choose the name, objects, capital and shareholders yourself, or when the structure needs a licence or BOI promotion from the outset. The DBD procedure is on company setup in Thailand.
Buy a ready-made company when an earlier registration date, an existing VAT registration or a filing history is worth more to you than picking those details. It is not a route round the Foreign Business Act: a company that passes into foreign majority ownership needs the same licence or certificate as a new one. The transfer and the checks before it are on shelf companies in Thailand, and the general idea in our guide to off-the-shelf companies.
For a neighbouring market with its own foreign investment regime, see our Vietnam company guide.
We form new Thai companies and supply ready-made ones, prepare the papers for a formation or a share transfer, prepare the DBD filings and help build the bank application. Where we have a working contact at a suitable bank we can introduce you, and the bank takes its own decision.
A company holding a promotion certificate from the Board of Investment for an activity the BOI promotes. Promotion lets a foreign-owned company run that activity under a foreign business certificate from the DBD instead of a licence, and brings incentives: corporate income tax exemptions of up to 13 years depending on the activity group, permission to own land, and permission to bring in skilled foreign workers and experts.
The standard rate is 20% of net profit. A company with paid-in capital of no more than 5 million baht and sales of no more than 30 million baht pays nothing on profit up to 300,000 baht, 15% on the slice up to 3 million baht and 20% on the rest. BOI-promoted projects may be exempt for a period, and very large multinational groups fall under the top-up tax decree.
The statutory rate is 10%, but a royal decree keeps the rate actually charged at 7%, made up of 6.3% VAT and 0.7% municipal tax, until 30 September 2027. A business registers once its annual turnover exceeds 1.8 million baht and files a return for each calendar month by the 15th of the next one. Exports of goods are zero-rated.
It defines who counts as a foreigner, including a Thai-registered company with half or more of its shares held by foreigners, and lists the businesses such a foreigner may not run at all (List 1), may run only with Cabinet approval (List 2) or may run only with a foreign business licence (List 3). BOI promotion and the US Treaty of Amity offer separate routes.
Yes. Every Thai limited company has its balance sheet examined by an auditor and approved by a general meeting within four months of its date, with a copy sent to each registered shareholder at least three days before the meeting. The financial statements and the shareholder list are then filed electronically through DBD e-Filing, and the annual corporate income tax return follows within 150 days of the year end.
Deciding whether Thailand is the right base for your business? Describe the activity and who will hold the shares, and we will explain how the Foreign Business Act treats it and whether a ready-made Thai company is available now. We also answer on Telegram and WhatsApp at +48 663 247 166.