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Company setup in Thailand means registering a private limited company, a borisat jamkat that trades as “Company Limited”, with the Department of Business Development (DBD) of the Ministry of Commerce under Book III of the Civil and Commercial Code. Company registration in Thailand, business registration and Thailand company formation all describe that one DBD filing, and since 1 July 2026 new incorporations go through the DBD’s online system, DBD Biz Regist, instead of a counter.
For a Thai founder that is most of the story. For a foreign founder a second statute decides what the company may do once it exists: the Foreign Business Act B.E. 2542 (1999). Who holds the shares, and in what proportion, settles whether the company counts as Thai or as a “foreigner” under that Act, and that question has to be answered before any form is filled in.
| Point | Thai-majority company | Foreign-majority company | BOI-promoted company |
|---|---|---|---|
| Shareholding | Thai nationals or Thai companies hold more than half, as genuine owners who paid for their shares | Foreigners hold half or more, so the company is itself a foreigner under the Act | Any shareholding, including full foreign ownership |
| Activities | Any lawful activity without a foreign business licence | Activities outside the three lists; List 3 only with a licence, List 2 only with Cabinet approval, List 1 never | The promoted activity; a foreign-owned company takes a DBD certificate instead of a licence |
| Capital floor | None in the Code; at least a quarter of each share paid in | Not less than 3 million baht, paid up, where the business needs a licence | BOI minimum investment of 1 million baht, land and working capital excluded |
| Extra scrutiny | Bank statements from the Thai shareholders whenever a foreigner holds a minority stake or signs for the company | Licence application to the Ministry of Commerce | Promotion application to the Board of Investment |
Two further routes suit fewer founders. US citizens and US companies can rely on the US-Thailand Treaty of Amity, whose terms govern the businesses it covers in place of the ordinary licence route. A foreign parent can also open a branch or a representative office instead of a Thai subsidiary, but the catch-all “other services” item at the end of List 3 includes representative and regional office activities, so the licence question follows it there. Founders still weighing Thailand against a regional base elsewhere can compare our Singapore company guide.
The Act treats as a foreigner not only a non-Thai individual or a company registered abroad, but also a company registered in Thailand in which foreigners hold half or more of the capital shares. Such a company checks every intended activity against three lists annexed to the Act.
The licence is applied for at the Ministry of Commerce and decided by the Foreign Business Committee, which the BOI’s investor service centre states must rule within 60 days of the official accepting the application. A licensed business needs minimum capital of not less than 3 million baht, paid up. Retail and wholesale drop out of List 3 only at capital levels of 100 million baht and more.
Two routes replace the licence with a certificate. A company promoted by the Board of Investment (BOI), or permitted by the Industrial Estate Authority of Thailand, notifies the DBD and receives a foreign business certificate for the permitted activity. BOI promotion also carries permission to own land and to bring in skilled workers and experts for the promoted project. What people call BOI registration is this promotion: the promoted company is still a private limited company registered with the DBD, with the BOI certificate added on top.
A shortcut still offered online is a company in which Thai individuals hold 51% on paper while the foreign owner holds 49% and controls the business. Section 36 of the Foreign Business Act makes that a crime: a Thai person or company that holds shares for a foreigner, or otherwise helps a foreigner run a business the foreigner may not run under the Act, commits an offence. The Ministry of Commerce states the penalty as imprisonment of up to three years, a fine of 100,000 to 1,000,000 baht, or both, and warns that false statements to the registrar can add offences under sections 137 and 267 of the Penal Code.
The registrar now looks for exactly this pattern. Since 1 January 2026 the Thai shareholders of a company with a foreign minority, or with a foreign authorised director, have had to show bank statements proving that they paid for their shares. Since 1 April 2026, under Company Registrar Office Order No. 1/2569, registering a foreigner as an authorised director needs a written confirmation that every shareholder genuinely invested and that nobody acts as a nominee. When it announced the order, the Ministry counted 118,016 limited companies with a foreign stake between 0.01% and 49.99%. A foreign minority is lawful when the Thai shareholders are real investors; it is never a way round List 3.
| Step | What the Code or the DBD expects |
|---|---|
| 1. Name | Reserved with the DBD; the promoters must make sure it is neither identical nor similar to an existing company name |
| 2. Memorandum of association | Filed within 30 days of the name approval by at least two promoters (section 1097, in force since 7 February 2023), each taking at least one share; the company must then be registered within three years |
| 3. Subscription | Every share subscribed before registration, at a par value of at least 5 baht |
| 4. Statutory meeting | The subscribers meet, after which the promoters hand the business over to the directors |
| 5. Payment | The directors call at least 25% of the value of each share |
| 6. Registration | Filed by the directors within three months of the statutory meeting, failing which the meeting lapses; incorporations are filed online in DBD Biz Regist |
| 7. Signatures | Wet ink, or electronic signatures through designated applications such as DBD e-Service and ThaID |
Foreign promoters and directors should allow for their part of the process taking longer: where non-Thai people sign, completion may not happen in a single sitting. Papers issued abroad are the other point to plan for, and the rules for them are about to change. Thailand acceded to the Apostille Convention on 30 June 2026 and, according to the Hague Conference’s status table, the Convention enters into force for Thailand on 28 February 2027, after which a public document from another contracting state can carry an apostille.
Capital. The Code sets no minimum registered capital for an ordinary company. The founders pick the amount, divide it into shares of at least 5 baht and pay in at least a quarter before registration. The real floors come from other rules: not less than 3 million baht paid up for a foreign company in a licensed business, and the BOI’s minimum investment of 1 million baht, excluding land and working capital, for any promoted project whatever the owners’ nationality. Because the DBD now traces Thai shareholders’ contributions to their own bank accounts, the capital written into the memorandum should be money each shareholder can show they paid.
Directors. A Thai company is managed by one director or several, acting under its articles and under the control of the shareholders in general meeting (section 1144). The person who will sign for the company needs to be able to sign the registration documents, and a foreign authorised director alongside Thai shareholders brings in the confirmation of genuine investment described above.
| Obligation | Rule |
|---|---|
| Corporate income tax | 20% of net profit; with paid-in capital up to 5 million baht and sales up to 30 million baht, 0% on the first 300,000 baht of profit and 15% up to 3 million baht |
| Mid-year return | Form CIT 51 with half of the estimated tax, within two months after the first six months of the accounting period |
| Annual return | Form CIT 50 within 150 days of the closing date of the accounting period |
| VAT | Registration once annual turnover exceeds 1.8 million baht, before trading or within 30 days of crossing it; a monthly return by the 15th; rate 7% until 30 September 2027 |
| Audit | Balance sheet examined by an auditor and approved by a general meeting within four months of its date |
| Shareholder list | Sent to the registrar within 14 days of the ordinary meeting; both the accounts and the list go in through DBD e-Filing |
Buying an existing company does not take a foreign owner round any of the rules above. Once foreigners hold half or more of the shares, the purchased company is a foreigner under the Act and needs the same licence or certificate as a new one. A purchase makes sense when an earlier registration date, an existing VAT registration or a filing history matters to you or to the people you will trade with, and when the company’s registered objects fit what you will do. The share transfer, stamp duty and DBD filings are explained on shelf companies in Thailand, and the general idea in our guide to off-the-shelf companies.
In a Thai formation we can register a new company or supply a ready-made one, draft the formation or transfer documents, prepare the DBD filings and help put the bank application together. Where we have a working contact at a suitable bank we can introduce you; whether an account is opened is the bank’s decision. Banking is covered on bank accounts for Thailand companies, and the country as a whole on our Thailand company guide.
Reserve a name with the Department of Business Development, file a memorandum of association from at least two promoters within 30 days of the name approval, have every share subscribed, hold the statutory meeting, call at least 25% of each share and file the registration within three months of that meeting. Incorporations are filed online through DBD Biz Regist. A founder who will hold shares from abroad should settle the Foreign Business Act position first.
Yes, but a company that is half or more foreign-owned is a foreigner under the Foreign Business Act, so it can run List 3 businesses only with a licence, List 2 only with Cabinet approval and List 1 not at all. Activities outside the lists, BOI-promoted projects holding a foreign business certificate and businesses covered by the US Treaty of Amity are the usual routes to full foreign ownership.
Only where foreigners hold half or more of the shares and the activity sits on List 3, which takes in accounting, legal and engineering work, construction, brokerage, advertising, hotels, tourism, food and beverage sales and other services. The Ministry of Commerce takes the application and the Foreign Business Committee rules within 60 days of acceptance. A licensed business needs at least 3 million baht of paid-up capital.
Not for an ordinary Thai company. The Code sets no minimum registered capital; shares need a par value of at least 5 baht and at least a quarter of each share is paid before registration. A foreign company in a licensed business must have at least 3 million baht paid up, and a BOI-promoted project needs an investment of at least 1 million baht, excluding land and working capital.
The filing is online through DBD Biz Regist, and documents can be signed in wet ink or electronically through applications such as DBD e-Service and ThaID. Where foreign promoters or directors sign, the process may take longer than with Thai signatories. Documents issued abroad can carry an apostille once the Convention takes effect for Thailand on 28 February 2027.
No. Holding shares for a foreigner so that the foreigner can run a restricted business is an offence under section 36 of the Foreign Business Act, punishable by up to three years’ imprisonment, a fine of 100,000 to 1,000,000 baht, or both. The DBD now asks the Thai shareholders of companies with a foreign minority for bank statements and for confirmations that they genuinely invested.
Tell us what the Thai company will do and who will hold its shares, and we will look at where it stands under the Foreign Business Act and which documents a DBD registration would need. Telegram and WhatsApp also work, on +48 663 247 166.