Company Formation in Thailand
Last updated: November 2026
Company registration in Thailand has run online only since 1 July 2026, through DBD Biz Regist, the system of the Department of Business Development (DBD). The usual vehicle is the private limited company, which has needed only two shareholders since 7 February 2023. For a foreign founder, the deciding law is the Foreign Business Act. Once foreigners hold half the shares, List 2 and List 3 activities need a Foreign Business License (FBL) or a Foreign Business Certificate (FBC) backed by BOI or a treaty.
We screen the activity against the Act's three lists, choose the route, file in Thai through Biz Regist and handle licences, work permits and the bank introduction. Each case is quoted individually.
| Quick facts | Value |
|---|---|
| Local company form | Borisat jamkat (บริษัทจำกัด, "limited company"), equivalent of an LLC / private limited company |
| Company registry | Department of Business Development (DBD), online through Biz Regist |
| Promoters and shareholders | At least 2 each |
| Directors | At least 1; no nationality or residence rule in the Civil and Commercial Code |
| Minimum capital, Thai-majority company | None; at least 25% of par value paid before registration |
| Minimum capital, foreign company (FBA) | THB 2 million; at least THB 3 million for listed businesses |
| Foreign ownership | "Foreigner" from 50%; up to 100% for unlisted activities, under BOI promotion or with an FBL (List 3); US investors can use a Treaty of Amity FBC |
| Corporate income tax | 20%, SME bands of 0% and 15% |
| VAT | 7% until 30 September 2027 (statutory 10%) |
| Work permit criteria (BOI 2026 guide) | THB 2 million registered capital and 4 Thai employees per permit |
Why Form a Company in Thailand
To start a business in Thailand as a foreigner, fix the legal route before the company name.
Full foreign ownership is available by route. BOI-promoted activities may be 100% foreign-owned, with tax holidays of up to 13 years. An FBL, or for US investors a treaty-based FBC, can open List 3 activities to a foreign company.
The 2026 reforms removed friction. Registration is online only, and regulations published on 28 August 2026 freed treasury centres and intra-group administration, HR and IT services from the FBL.
The trade-offs are real. A foreign company needs THB 2 million of capital or more, every limited company files CPA-audited accounts, and the DBD now checks where Thai shareholders' money comes from.
Comparing neighbours? Our Vietnam and Malaysia pages follow the same structure.
Company Types Available in Thailand
Private Limited Company (Borisat Jamkat)
The private limited company sits in Book III, Title XXII of the Civil and Commercial Code (CCC), and its shares are not offered to the public. Since 7 February 2023, two promoters and two shareholders are enough. Older guides still say three. Promoters need no Thai residence.
One director suffices (CCC s.1144), and we found no nationality or residence rule in the CCC. The FBA adds limits for List 2 and FBL companies (s.15, s.18(2)). Par value is at least THB 5 per share. Boards may meet electronically but cannot act by proxy or circular resolution.
What does Borisat Jamkat mean?
Borisat jamkat (บริษัทจำกัด) is Thai for "limited company". It is the private limited company of the Civil and Commercial Code, the Thai equivalent of an LLC: at least two shareholders, limited liability, no public offer of shares. It is the form foreign investors normally use for a Thai subsidiary.
Public Limited Company
The public limited company, under the Public Limited Company Act, can offer shares to the public. It needs at least 15 promoters and a board of at least 5.
Registered Partnerships
Ordinary and limited registered partnerships need at least two partners. A foreign managing partner makes the partnership a foreigner under FBA s.4.
Branch and Representative Office
A branch needs an FBL for listed activities and a responsible person domiciled in Thailand. A representative office is licensed under List 3(21) for 5 non-income activities for its head office. Both need at least THB 3 million of capital.
Foreign Ownership Rules in Thailand (Foreign Business Act)
The Foreign Business Act B.E. 2542 (1999), administered by the DBD, asks two questions: is the company a "foreigner", and is its activity on one of three lists? The English translation of the Foreign Business Act has the full text.
The 50% test: when a Thai company counts as foreign
Under section 4, a Thai-registered company is a foreigner when foreigners hold at least half its shares or capital. The test looks through corporate shareholders, and bearer shares count as foreign-held. A minority foreign stake is lawful only when the Thai shareholders invest for themselves; the DBD now verifies this at registration. Our foreign ownership and director requirements by country table puts the test in context.
List 1, List 2 and List 3
| List | Activities (summary) | Access for a foreign company |
|---|---|---|
| List 1 | Press, radio and TV; rice and crop farming; livestock; natural-forest forestry; fishing in Thai waters; Thai herbs and antiques; Buddha images; land trading | Closed |
| List 2 | National security (weapons, domestic transport), culture, natural resources (mining, sugar, salt) | Minister and Cabinet approval; Thai shareholding at least 40%, reducible to 25%; two-fifths Thai directors |
| List 3 | Accounting, legal, architectural and engineering services; construction and brokerage (with exceptions); auctions; retail and wholesale below set capital; advertising; hotels; tours; food and beverage sales; other services | DBD Director-General with Foreign Business Commission approval |
Item 21 of List 3, "other service businesses", is a catch-all: a foreign company selling services should assume it is caught unless an exemption, a treaty or BOI applies.
Foreign Business License (FBL) and Foreign Business Certificate (FBC)
An FBL is a case-by-case permission, applied for through the DBD's e-Foreign Business portal. The decision is due within 60 days (List 2: up to 60 days more), and the licence issues within 15 days of approval (s.17). Conditions may fix how many foreign directors must reside in Thailand (s.18(2)).
An FBC goes to BOI-promoted companies (s.12) and treaty-protected ones (s.11) within 30 days of notification; under BOI, most of the FBA then stops applying. For US investors, BOI lists the Treaty of Amity as a route above 49%. A treaty company is exempt from sections 5, 8, 15, 17 and 18, subject to the treaty's own conditions (s.10), which we check before filing.
Minimum capital for foreign companies
Thai-majority companies have no statutory minimum. Under the Ministerial Regulation of B.E. 2562 (2019), in force since 28 August 2019, a company that is foreign under the FBA needs:
- THB 2 million for a business outside the lists, fully paid before the business starts
- The higher of THB 3 million or 25% of estimated average annual expenses over 3 years for a listed business
Our minimum share capital by country table compares other jurisdictions.
2026 exemptions and other business licences
Ministerial Regulations published on 28 August 2026 lifted the FBL and FBC requirement for securities lending and repo, treasury centres, intra-group administration, HR and IT, petroleum drilling and other activities. Hotels, tours and restaurants were not freed, whatever a viral graphic claimed.
Sector licences apply whoever owns the company. Treasury centres answer to the Bank of Thailand and securities firms to the SEC. Factories need Factory Act permits, warehouses a Department of Internal Trade licence and exporters an exporter-importer ID.
How to Register a Company in Thailand: Step by Step
The company registry is the Department of Business Development (DBD). E-Registration closed on 1 June 2025, and since 1 November 2026 all business registration with the DBD runs online in Biz Regist. As your formation agent, we prepare the Thai-language filings and run each step with you.
- Reserve the name through DBD e-Reservation; the approval is valid for 30 days.
- File the Memorandum of Association (MOA) within 30 days, signed by at least two promoters who each take at least one share.
- Subscribe all shares and hold the statutory meeting, which adopts the articles and appoints the directors and auditor (7 days' notice if held separately). The board then calls at least 25% of par value.
- Register the company within 3 months of the statutory meeting, naming the auditor. Each signer verifies identity in the DBD e-Service app or before a registrar.
- Register for tax. Obtain the tax ID within 60 days, or on registration day at the DBD. Social security registration is due within 30 days of the first hire, VAT within 30 days of passing THB 1.8 million turnover.
- Obtain the FBL or FBC before any List 2 or List 3 activity starts, if the company is foreign under the FBA.
Can a Thai company be registered in one day?
In principle, yes, if four conditions hold: all shares subscribed, the statutory meeting approved by all promoters and subscribers, the business handed to the directors and at least 25% paid. Under Biz Regist, same-day completion may fail where directors are foreign or abroad.
Required Documents for Company Registration in Thailand
Applications are in Thai. The DBD file needs:
- Certified copies of each promoter's passport, signed by the holder
- The MOA, naming the province of the registered office, and the full office address
- The share structure, par value and amount paid
- The statutory meeting resolutions on the articles, directors and auditor
Extra documents when foreigners hold shares or sign
Company registration in Thailand for foreigners carries one more layer. Since 1 August 2026, DBD Order 2/2569 applies where foreigners hold under 50% or act as authorised directors. The file then adds:
- An Investment Explanation Letter
- Each Thai shareholder's bank statements for the 3 months before the share payment
- The statement of the account in which the director received the share payments
The DBD can reject the filing and refer the case for criminal investigation. For foreign corporate documents, the Apostille Convention enters into force for Thailand on 28 February 2027; we confirm each document's certification before signing.
Timeline and What Our Package Covers
Registration itself can be same-day in principle (see above). Licences set the pace: an FBL decision within 60 days (List 2: up to 60 days more) plus 15 days to issue, an FBC within 30 days. Our company formation time by country table puts Thailand in context.
Our package covers:
- FBA screening against Lists 1 to 3 and the 2026 exemptions, and the route decision
- Name reservation, MOA, articles and meeting documents in Thai
- The Biz Regist filing and the Order 2/2569 pack where it applies
- Tax ID, VAT and social security registration
- The FBL, FBC or BOI application
- Work permits, visas and the introduction to a Thai bank
The total depends on the company's FBA status, the licence route, the number of work permits and the accounting scope. We quote each case individually: send us your activity and shareholding.
Tax Overview for Thai Companies
Corporate income tax is 20% (rate applicable in 2026). SME bands apply where paid-up capital is THB 5 million or less at period end and revenue THB 30 million or less. Compare rates on our corporate tax rates by country page.
| Tax | Rate or rule |
|---|---|
| Corporate income tax | 20% |
| SME bands | 0% on the first THB 300,000, 15% up to THB 3 million, 20% above |
| VAT | 7% until 30 September 2027 (statutory 10%) |
| Dividends to non-residents | 10%, treaties may reduce it |
| Interest and royalties to non-residents | 15% |
| Branch profit remittance | 10% |
| Tax losses | Carried forward 5 periods |
The 7% rate includes 0.7% local tax and runs to 30 September 2027 under Royal Decree No. 807. Registration is due above THB 1.8 million of turnover, also for non-resident e-service providers selling to Thai consumers. The Revenue Department administers corporate tax, VAT and withholding tax; deadlines are in the compliance table.
Thailand's tax treaties cover 61 jurisdictions in PwC's table. Pillar Two applies under the Emergency Decree on Top-up Tax B.E. 2567 (2024) to groups with at least EUR 750 million of revenue, for periods from 1 January 2025.
BOI Promotion: 100% Foreign Ownership and Tax Holidays
What is a BOI company in Thailand?
A BOI company is a Thai company whose activity is promoted by the Thailand Board of Investment (BOI). Promotion allows up to 100% foreign ownership and tax holidays of up to 13 years, and BOI may permit land ownership (Investment Promotion Act s.27). In return, the company meets BOI conditions and reports progress.
What searchers call BOI registration is an application for investment promotion, ending in a BOI promotion certificate. A promoted activity on List 2 or 3 also needs an FBC.
BOI's FAQ sets a minimum investment of THB 1 million, excluding land and working capital, with debt to equity of at most 3:1 for new projects. It is an investment test, not a registered capital minimum. Promotion brings duties. Under BOI Announcement 8/2026, companies without a Full Operation License report quarterly; two missed periods may lead to revocation.
Outside BOI promotion and IEAT industrial estates, foreigners generally cannot own land. IEAT runs 81 estates and 1 port in 17 provinces, and the Eastern Economic Corridor (EEC) covers Chachoengsao, Chonburi and Rayong.
Visas and Work Permits
Foreigners need a work permit before starting work, under the Emergency Decree on Foreigners' Working Management B.E. 2560 (2017).
- Non-Immigrant B: 90 days single entry or 1 year multiple entry, extendable up to 1 year.
- Non-Immigrant IB: for BOI-promoted projects.
- LTR visa: up to 10 years (5 plus renewal), with a digital work permit for professionals; LTR highly skilled professionals may pay a 17% flat personal tax.
- SMART S: a SMART visa category with simplified work authorisation.
BOI's 2026 quick guide lists the company criteria: a registered juristic entity, THB 2 million of registered capital and at least four Thai employees per permit. It attributes the staff ratio to Immigration Bureau regulation. Overseas-registered companies also need an FBL.
Since 13 October 2025 applications run in the e-WorkPermit system of the Department of Employment, or the Digital Work Permit app for BOI companies. BOI estimates 3 to 7 days. The permit must be completed within 90 days or before the visa expires.
Banking for Thai Companies
A corporate account needs a company certificate issued within 3 months, the shareholder list and board minutes. Banks also want the ID or passport of the authorised directors, signatories, shareholders of 15% or more and the MD or CEO.
Sequence is the trap. Some banks want a foreign director's work permit first. Order 2/2569, however, asks at registration for the statement of the account in which the director received the share payments. We plan that order and confirm with the bank whether signatories must attend in person.
Remittances need evidence of purpose, and amounts above a ceiling need Bank of Thailand approval. Our bank account opening team prepares the file.
Compliance and Reporting Obligations
Books follow the Accounting Act B.E. 2543 (2000), in any language with a Thai translation. Every limited company, whatever its size, needs CPA-audited statements.
| Obligation | Deadline |
|---|---|
| AGM approving the audited accounts | Within 4 months of year end |
| Financial statements to the DBD (e-Filing) | Within 1 month of the AGM |
| Shareholder list, Form BOJ.5 (CCC s.1139) | Within 14 days of the AGM |
| Half-year tax return (PND 51) | Within 2 months after the first 6 months |
| Annual tax return (PND 50) | Within 150 days of year end |
| VAT return | Monthly, by the 15th (8 extra days online) |
| Withholding tax returns | Within 7 days of the following month |
Our accounting and tax compliance service runs this calendar.
Nominee shareholding is a criminal offence
Section 36 of the Foreign Business Act makes nominee shareholding a crime. A Thai person or company holding shares as a foreigner's nominee, or helping a foreigner run a listed business without permission, commits an offence. So does the foreigner who allows it. Penalties reach 3 years' imprisonment, a fine or both, and a court order to cease the business. Conniving directors are liable under s.41; false statements to the registrar fall under Penal Code s.137 and s.267.
Enforcement is active. Since 1 January 2026 the DBD has demanded Thai shareholders' bank statements, and it says suspicious registrations fell 65%. In May 2026 the DSI and the DBD screened 11,426 companies on Koh Samui and Koh Phangan. Immigration checks visa extensions for nominee signs, including site visits.
We do not provide nominee shareholders or directors.
Forming a Thai Company as a Non-Resident
A non-resident can be a promoter, shareholder and director of a Thai private limited company. Promoters face no residence requirement, and the CCC sets no nationality or residence rule for directors. The FBA sets the limits: two-fifths Thai directors for List 2, and possibly resident foreign directors under FBL conditions.
A non-resident founder supplies a certified, signed passport copy, verifies identity in the DBD e-Service app and signs electronically. Otherwise identity is checked before a registrar. Same-day registration may fail where directors are abroad.
The shares can also be held by a parent formed abroad, for example in Singapore or the USA. The FBA treats it as a foreigner (s.4), so its stake counts toward the 50% test. For non-residents, banking needs planning, because some banks want a work permit first.
Frequently Asked Questions
How do I register a company in Thailand?
Reserve the name, file the MOA signed by two or more promoters, hold the statutory meeting and register in DBD Biz Regist within 3 months. A company that is foreign under the FBA then needs an FBL or FBC for List 2 or List 3 activities.
Can foreigners own 100% of a business in Thailand?
Yes, by route. BOI promotion allows 100% foreign ownership of promoted activities, an FBL can open List 3 activities, and US investors can go above 49% with a Treaty of Amity FBC. Activities outside the lists need no FBA permission, only THB 2 million of capital. Under an FBL, List 2 needs at least 40% Thai shareholding, reducible to 25%; List 1 is closed.
Can I open a business in Thailand as a foreigner?
Yes. A foreigner can be promoter, shareholder and director of a Thai private limited company. Promoters need no Thai residence, and the CCC sets no residence rule for directors. At 50% foreign ownership the company becomes a foreigner under the FBA. Working in it needs a visa and a work permit.
How do I get a Foreign Business License in Thailand?
Apply to the DBD through its e-Foreign Business portal. List 3 permission comes from the DBD Director-General with Foreign Business Commission approval within 60 days. List 2 needs the Minister and the Cabinet, which may add up to 60 days. The licence issues within 15 days of approval.
What determines the total for a Foreign Business License?
Four factors decide it: the list your activity falls under, the capital required, the evidence the Foreign Business Commission expects, and whether BOI or the Treaty of Amity applies instead. We screen the activity first and quote the whole application per case, in writing.
Do I need to travel to Thailand to register a company?
Not necessarily. Signers can verify identity in the DBD e-Service app, the only online option for foreigners, and sign electronically. Otherwise identity is verified before a registrar; paper exemptions are discretionary and narrow. Working in Thailand separately needs a visa and a work permit.
Get Started: Form Your Thai Company
To set up a company in Thailand, send us the activity, the planned shareholding and how many foreigners will work there. We propose the route and quote it in writing. Call +48 2222 5 2222 or email info@companyformation24.com to start.
Content prepared by Piotr Walter, In-house Counsel. Approved by Tomasz Bielski, Managing Director.
