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A shelf company in Thailand is a private limited company already entered in the register of the Department of Business Development (DBD), kept without trading until a buyer takes over its shares. Thai law has no special procedure for it: the same legal person simply gets new shareholders and, usually, new directors, while its registration number, registration date, name and filing history stay where they were. Ready-made, off-the-shelf and aged company all describe this one purchase.
Shelf companies are an established product in Hong Kong or the UK and much less common in Thailand. The reason is the Foreign Business Act B.E. 2542 (1999): for a foreign buyer, what an existing Thai company is worth depends far more on who will own it and what it will do than on how long it has been registered. This page explains what the transfer involves, what changes and what does not, and where a purchase brings nothing a new registration would not.
| Item | Position after the purchase |
|---|---|
| Registration number and date | Unchanged: the company is the same juristic person |
| Name and registered objects | As registered; a new name or new objects mean amending the memorandum by special resolution (section 1145) and registering the change with the DBD |
| Registered and paid-up capital | As registered, including any part of each share not yet called |
| Status under the Foreign Business Act | Recalculated: if foreigners now hold half or more of the shares, the company becomes a foreigner under the Act |
| VAT registration | Stays with the company where it registered; so do its monthly returns |
| Directors | Usually replaced; the change must be registered within 14 days |
| Register of shareholders | Rewritten for the buyer; the transfer counts against the company only once entered there |
| Audited accounts and tax returns | Part of the company’s own record, including any gaps |
| Bank account | Belongs to the company and stays with it if the bank keeps it after reviewing the buyer |
Paid-up capital deserves a question of its own, because a Thai company may register with only a quarter of each share paid in. Ask how much of the registered capital has actually been called and paid, and on what dates, since the unpaid part can still be called and the DBD now traces shareholders’ contributions to their bank accounts.
| Stage | Rule | Basis |
|---|---|---|
| Consent | Shares pass without the company’s consent unless the articles say otherwise; read them first, since they may require board approval | Civil and Commercial Code, section 1129 |
| Instrument | In writing, signed by the transferor and the transferee, their signatures certified by at least one witness, and stating the numbers of the shares; otherwise void | Section 1129 |
| Stamp duty | 1 baht for every 1,000 baht, or part of it, of the paid-up value of the shares or the value stated in the instrument, whichever is greater | Revenue Code stamp duty schedule, item 2 |
| Register of shareholders | The transfer binds the company and third parties only once the transferee’s name and address are entered | Section 1129 |
| New directors | Registered with the DBD within 14 days of the change | Section 1157 |
| Shareholder list | The buyer appears on the list sent to the registrar within 14 days of the next ordinary meeting, through DBD e-Filing | Section 1139 |
An instrument signed outside Thailand is stamped by its first holder in Thailand within 30 days of receiving it, according to the Revenue Department. Where a foreigner joins the board as an authorised director and Thai shareholders remain, the DBD also asks for the written confirmation of genuine investment introduced on 1 April 2026, described below.
The Act looks at the company as it is after the sale. A company registered in Thailand with half or more of its capital shares in foreign hands is itself a foreigner, whatever its age. From that moment it may run a List 3 business, such as most services, construction, brokerage, advertising, hotels, tourism or food and beverage sales, only with a foreign business licence, a List 2 business only with Cabinet approval and a List 1 business not at all. A licensed business needs paid-up capital of not less than 3 million baht, so a shelf company registered with a small capital may first need a capital increase.
A purchase therefore saves a foreign buyer no licensing step. If the existing company already holds a BOI promotion or a foreign business licence for the activity you want, that history is worth examining, but both were granted on conditions, and a change of control should be checked against them before anything is signed. If it holds neither, the licence application goes to the Ministry of Commerce exactly as it would for a new company, and the Foreign Business Committee has 60 days from acceptance to decide.
Some sellers offer a Thai company in which the buyer takes 49% and Thai shareholders keep 51% without real involvement, so that the company stays “Thai” and needs no licence. That structure is the target of section 36 of the Foreign Business Act, which makes it an offence for a Thai person or company to hold shares for a foreigner or to help a foreigner run a business the foreigner may not run. The Ministry of Commerce gives the penalty as up to three years’ imprisonment, a fine of 100,000 to 1,000,000 baht, or both. We do not sell or arrange such structures.
The DBD tests for them at registration. Since 1 January 2026 Thai shareholders of companies with a foreign minority or a foreign authorised director have had to produce bank statements showing that they paid for their shares, and since 1 April 2026 a foreigner joining as an authorised director needs a written confirmation that every shareholder genuinely invested. A buyer who takes a minority stake beside Thai shareholders who really own and paid for their shares is lawful; a buyer who takes 49% beside Thai names on paper is not.
The stamp duty in the table above is the only transfer charge on the share instrument itself in the sources we read. The seller may owe tax on any gain: where the seller is a foreign company not carrying on business in Thailand, gains on the sale of investments derived from Thailand are taxed at 15%, which the purchaser withholds at source unless a tax treaty exempts the gain. A buyer paying a foreign corporate seller should therefore settle the withholding position before completion.
The company’s own tax record passes whole. Its half-year and annual corporate income tax returns, its withholding returns and, if it is VAT-registered, its monthly VAT returns belong to the company whoever owned it at the time. A shelf company that never traded should still have audited balance sheets approved by a general meeting within four months of each year end, and any gap in them stays with the company after completion.
If the company already has an account, the account is the company’s and stays with it through the share transfer. The bank then reviews the new shareholders, directors and signatories under its own rules, and may keep the account, ask for more documents or close it; some Thai banks ask for the work permit of a foreign authorised director. Whether an existing account continues is the bank’s decision alone. Our pages on bank accounts for Thailand companies and on shelf companies with bank accounts explain how such a review usually runs.
A ready-made Thai company is worth buying when its registration date, an existing VAT registration or a clean filing history is useful to you or your counterparties, and its objects and capital fit your plans. It brings nothing over a new company when you would have to change its name, objects and capital anyway, or when you need a licence or BOI promotion it does not hold, because a foreign-majority buyer goes through the same Foreign Business Act gate either way. In those cases company setup in Thailand gives you a company with the shareholders, objects and capital you choose from the start. Our guide to aged shelf companies discusses what a company’s age does and does not prove.
For a Thai purchase we can supply a ready-made company or form a new one, prepare the share transfer or formation documents and the DBD filings, and help assemble the bank application. Where a working contact at a suitable bank exists we can make an introduction, and the bank alone decides. The country overview, from tax to foreign ownership, is on our Thailand company guide.
Yes. Shares in a Thai limited company can be transferred to a foreign buyer by a written, witnessed instrument entered in the register of shareholders. If foreigners then hold half or more of the shares, the company becomes a foreigner under the Foreign Business Act and needs a licence or a certificate before running any List 3 business, and Cabinet approval for List 2.
No. The Act tests the company’s shareholding as it stands after the sale, not its age. A company that becomes half or more foreign-owned needs the same licence, or the same BOI or treaty route, as a new one, and a licensed business needs at least 3 million baht of paid-up capital. An existing licence or promotion should be checked against its conditions before a change of control.
Yes. The Revenue Code charges stamp duty on the share transfer instrument at 1 baht for every 1,000 baht, or part of it, of the paid-up value of the shares or the value stated in the instrument, whichever is greater. An instrument signed outside Thailand is stamped by its first holder in Thailand within 30 days of receiving it.
Only if the Thai shareholders are genuine investors who own and paid for their shares. Thai shareholders holding shares for a foreigner so that the foreigner can run a restricted business commit an offence under section 36 of the Foreign Business Act, punishable by up to three years’ imprisonment, a fine, or both, and the DBD now asks for their bank statements.
Start with the DBD’s DataWarehouse, which shows the company’s registration details and financial statements, and order certified documents through DBD e-Service. Then ask the seller for the memorandum and articles, the register of shareholders, the shareholder lists filed after each ordinary meeting, the audited balance sheets with their approving minutes, and the tax and VAT returns.
The law does not force it, but a buyer normally wants its own people signing for the company. Any change of directors must be registered with the DBD within 14 days of the change. If a foreigner becomes an authorised director while Thai shareholders stay on, the DBD asks for a written confirmation that every shareholder genuinely invested and none acts as a nominee.
Interested in a Thai company that is already registered? Ask us which ready-made companies are available now, with their objects, capital and filing history, so the Foreign Business Act position can be checked before anything is signed. Telegram and WhatsApp reach us on +48 663 247 166.