Company Registration in Thailand

Company registration in Thailand is a straightforward in concept but the real work is in meeting documentary formalities, matching the legal structure to your commercial and foreign-ownership goals, and avoiding predictable registry and immigration traps. Below is a practical, step-by-step guide that explains the statutory milestones, the documentary evidence officials expect, the special rules that affect foreign investors, typical timelines and fees, and a checklist you can use on incorporation day.

1) Which vehicle to pick (practical first step)

Most foreign and local businesses use a private limited company (Co., Ltd.) because it provides limited liability and is familiar to banks, customers and regulators. Before incorporation decide:

• whether you need Thai-majority ownership (activities restricted under the Foreign Business Act),

• whether you want to pursue BOI promotion (possible 100% foreign ownership and tax/investment incentives), or

• whether an alternative (branch, representative office) is more appropriate for short-term market testing.

Map your intended activity against the Foreign Business Act early: that single decision often determines whether the company can be majority foreign-owned or requires a Foreign Business License or BOI route.

2) Key statutory milestones — the high-level process

The statutory sequence you will follow is well established:

1. Reserve a company name with the Department of Business Development (DBD).

2. File the Memorandum of Association (MoA) (company name, objectives, province, registered capital and promoters).

3. Call and hold the Statutory Meeting (share subscription, adopt Articles, appoint directors).

4. Register the company at the DBD (Company Affidavit / Certificate of Incorporation issued).

5. Tax & social registrations: register for corporate tax / VAT (when threshold met), obtain a Tax ID, and register employees for social security.

6. Open a corporate bank account and, if required, deposit paid-up capital evidence.

The DBD and immigration/tax offices expect this sequence and supporting documents in specific formats — treat each step as a checklist rather than a formality.

3) Minimum capital, paid-up rules & bank evidence

Thai law does not prescribe a universal minimum registered capital for a private limited company, but administrative and practical rules matter:

• There is no statutory minimum for many businesses, but operational realities (work permits, bank confidence, and certain filings) mean most foreign investors choose meaningful capital levels. For example, THB 2 million is a commonly cited benchmark used to support work-permit applications for expatriate staff.

• If your registered capital exceeds THB 5 million, the DBD commonly requires banking evidence proving payment of share subscriptions or remittance of funds as part of the incorporation pack. Prepare original SWIFT / bank remittance slips and local bank confirmations.

Be clear about registered capital (the total authorized share value) versus paid-up capital (amount actually paid in). The DBD needs the numbers at registration and banks need paid-up proof for account opening and work-permit support.

4) Number of promoters / shareholders and directors (recent change)

Recent statutory changes have reduced formal hurdles for small incorporations: the required minimum number of promoters/shareholders has been reduced from three to two promoters/shareholders in many practical guides and updates — check the DBD guidance for the latest confirmation— but ensure your formation documents follow the current Civil & Commercial Code and DBD practice. At least one director is required (many companies appoint more for governance).

5) Documents you must prepare (and authenticate)

Prepare originals and certified translations where applicable:

• Reserved company name confirmation (DBD).

• Memorandum of Association signed by promoters.

• Statutory Meeting minutes and list of shareholders who subscribed.

• Director details + signed acceptance of appointment.

• Registered office evidence (rental agreement or house registration + landlord consent).

• Passport and visa copies for foreign shareholders/directors; Thai ID for Thai nationals.

• Bank remittance / paid-up capital receipts if required (esp. over THB 5m).

• If using corporate shareholders, provide certified corporate extracts and authorizing resolutions (legalized if foreign).

Tip: bring originals to the DBD and submit certified copies; the DBD often asks to inspect originals.

6) Fees, timing and practical expectations

• DBD fees are charged on a sliding scale tied to registered capital (for the MoA filing and registration). Typical administrative fees are modest (examples: THB 500 per THB 100,000 of capital for memorandum filing — check the current schedule).

• Professional costs (agent/accountant/legal fees) commonly exceed registry fees for foreign incorporations because of translations, bank introductions and work-permit packages — budget several tens of thousands of baht (or more) depending on complexity.

• Timeline: a straightforward incorporation can take 2–6 weeks if documents and capital evidence are ready; more complex cases (foreign shareholders, banking delays, BOI applications) stretch to several months. Plan for bank-account opening and work-permit lead times after registration.

7) Foreign investors — the practical permission gates

If foreign ownership will exceed 49% (or the activity is on the FBA reserved lists), consider these practical routes:

• BOI promotion — can allow 100% foreign ownership and import-duty / tax incentives for qualifying projects (apply before or after incorporation depending on the project). BOI status also accelerates visas and work permits.

• Foreign Business License (FBL) — for some activities the Ministry may issue licenses subject to conditions. This route is slower and less predictable than BOI.

• Treaty relief / special regimes — certain treaties (e.g., Amity/other bilateral arrangements) or sector rules may change the default foreign-ownership cap — obtain written confirmation early.

Never assume you can flip ownership post-close: get a legal classification memo before you sign leases or supplier contracts.

8) After registration — tax, VAT and HR practicalities

• After the DBD registration you must register for corporate income tax and obtain a Tax ID (the DBD juristic number often serves as the tax ID). Register for VAT within 30 days after turnover exceeds the statutory threshold.

• Register employees for social security and payroll withholding, and prepare to comply with labour law obligations (contracts, severance, statutory benefits).

• If you plan to hire expatriate management, prepare the work-permit application pack (paid-up capital and local hiring levels are examined).

9) Common traps and practical mitigations

• Commingling capital evidence: don’t assume a photocopied SWIFT will satisfy DBD or banks — bring apostilled/legalized originals when required.

• Under-capitalization for work permits: if you plan to employ expatriates, adopt at least THB 2m registered capital (or otherwise meet the specific work-permit rules).

• Assuming nominee solutions are safe: nominee arrangements for Thai ownership are risky and can be challenged; use legal alternatives (BOI, Thai shareholders with shareholder agreements, or proper corporate structures).

• Delays in bank account opening: choose a bank early and align their KYC list with your documents — some banks have stricter onboarding for foreign-owned companies.

10) Practical checklist (use on incorporation day)

• Reserve name and prepare MoA with at least two promoters (or per current DBD rules).

• Collect originals: passports, house registration/landlord consent, bank remittances (if >THB 5m).

• Hold statutory meeting, adopt Articles and prepare director/shareholder registers.

• File with the DBD, obtain Certificate of Incorporation and juristic person number.

• Register tax, VAT (as needed), social security and open corporate bank account.

• If foreign ownership/activity sensitive: obtain BOI/FBL advice and, if appropriate, submit applications in parallel.

Final practical note

Company registration in Thailand is a short legal sprint but a medium-term administrative marathon: do the pre-work (classification, capital planning and bank contacts) carefully, treat originals as sacred, and map your post-registration compliance (tax, social security, immigration) before you start trading.