Establishing a Thai Limited Company is one of the most common and effective ways for both Thai nationals and foreign investors to conduct business in Thailand. A limited company offers flexibility, limited liability, and a recognized legal structure under Thai law. However, before starting operations, entrepreneurs must follow a defined registration process governed by the Civil and Commercial Code (CCC) and the Department of Business Development (DBD) under the Ministry of Commerce. Understanding the first steps in Thai Limited Company registration is essential to ensure compliance, efficiency, and long-term business success.
1. Understanding the Thai Limited Company Structure
A Thai Limited Company is a separate legal entity from its shareholders. It requires at least two shareholders (as of the 2023 amendment, reduced from the previous minimum of three) and at least one director. Shareholders’ liability is limited to the unpaid amount of their subscribed shares, making the structure similar to a private limited company in other jurisdictions.
Foreign investors can hold up to 49% of the company’s shares under the Foreign Business Act B.E. 2542 (1999) unless the business qualifies for promotion by the Board of Investment (BOI) or other exemptions. Thai Limited Companies are commonly used for joint ventures, local trading, service businesses, and startups seeking long-term establishment in Thailand.
2. Step One: Reserving the Company Name
The registration process begins with name reservation through the Department of Business Development’s (DBD) online system. The applicant must propose three preferred names, ranked by priority. The names should not duplicate existing registered companies, contain prohibited words (such as “Investment,” “Bank,” or “Royal”), or violate public morality.
Once approved, the company name is reserved for 30 days, during which the registration process must proceed. It is advisable to choose a unique and meaningful name that reflects the business while complying with DBD naming rules.
3. Step Two: Preparing the Memorandum of Association (MOA)
After name approval, the next step is to prepare and file the Memorandum of Association (MOA) with the DBD. This foundational document outlines the company’s basic information, including:
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Approved company name
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Registered office address in Thailand
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Company objectives (up to 99 permitted activities per DBD templates)
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Authorized capital and number of shares
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Names, addresses, and signatures of the promoters
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Details of at least one witness
The authorized capital should reflect the company’s business scale and be sufficient to support operations. Although there is no minimum capital requirement for Thai nationals, a company with foreign shareholders typically needs at least 2 million Thai Baht to qualify for work permits for foreign directors or staff. If the company operates a business restricted to foreigners under the Foreign Business Act, higher capital requirements (usually THB 3 million per restricted activity) may apply.
The promoters — individuals responsible for forming the company — must each hold at least one share and sign the MOA. Once filed and accepted, the MOA remains valid until the company registration is completed.
4. Step Three: Convening the Statutory Meeting
Once all shares have been subscribed, the promoters must hold a statutory meeting. This step formalizes the transition from formation to operation. The meeting’s key purposes are to:
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Approve the Articles of Association (bylaws)
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Ratify the promoters’ actions and expenses
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Fix the number of directors and their powers
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Appoint the first directors and auditor
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Determine the amount to be paid for shares (fully or partially paid-up)
Minutes of the statutory meeting must be properly recorded and kept as official documentation. The company becomes fully established once registration is completed with the DBD after this meeting.
5. Step Four: Company Registration with the DBD
After the statutory meeting, the company must be formally registered with the Department of Business Development. The application must be filed within three months of the statutory meeting; otherwise, a new meeting must be convened.
Required documents include:
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Memorandum of Association (MOA)
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Articles of Association (if any)
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List of shareholders
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Minutes of the statutory meeting
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Details of directors and their consent forms
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Company affidavit and registered address
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Identification documents (ID cards or passports) of directors and shareholders
Once submitted, the DBD typically processes the registration within 3–5 business days. After approval, the company receives a Certificate of Incorporation and a Company Registration Number, signifying its legal existence as a Thai Limited Company.
6. Step Five: Tax Registration and Post-Registration Requirements
After incorporation, the company must complete post-registration procedures to ensure full legal compliance.
6.1 Tax Identification Number (TIN)
Every company in Thailand must obtain a Tax Identification Number from the Revenue Department within 60 days of incorporation or the commencement of operations. This number is required for all tax filings, invoicing, and official business correspondence.
6.2 Value Added Tax (VAT)
If the company’s annual revenue is expected to exceed 1.8 million Thai Baht, it must register for Value Added Tax (VAT). VAT registration is also mandatory for certain businesses regardless of revenue, such as service providers to overseas clients.
6.3 Social Security Registration
Companies that hire employees must register for Social Security within 30 days of hiring their first employee. Both the employer and employee contribute monthly to the Social Security Fund, which provides benefits such as healthcare and unemployment insurance.
7. Step Six: Opening a Corporate Bank Account
After obtaining the Certificate of Incorporation, the company can open a corporate bank account in Thailand. Banks typically require:
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Company affidavit and Certificate of Incorporation
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Memorandum and Articles of Association
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Tax ID
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Passports or ID cards of directors and authorized signatories
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Board resolution authorizing the account opening
Some banks may also require evidence of a business address, lease agreement, or utility bill. Having a local Thai director or authorized signatory can simplify the process.
8. Step Seven: Applying for Foreign Business License or BOI Promotion (if applicable)
If the company has foreign ownership exceeding 49%, it may fall under the scope of the Foreign Business Act (FBA). Depending on its business activities, the company may need to apply for a Foreign Business License (FBL) from the Ministry of Commerce before commencing operations.
Alternatively, companies that qualify for investment incentives from the Board of Investment (BOI) can apply for BOI promotion, which allows up to 100% foreign ownership and provides tax and non-tax benefits such as import duty exemptions and work permit facilitation.
9. Step Eight: Maintaining Compliance
After registration, Thai Limited Companies must comply with ongoing legal and accounting requirements, including:
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Maintaining proper accounting books and issuing official receipts/invoices
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Filing annual financial statements with the DBD
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Filing corporate income tax returns (PND 50/51) with the Revenue Department
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Withholding tax filings on salaries and services
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Renewing work permits and visas for foreign staff annually
Failure to comply with these obligations can result in penalties, fines, or suspension of business operations.
10. Advantages of Registering a Thai Limited Company
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Limited liability protection for shareholders
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Ease of ownership transfer through share transfer
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Legal recognition under Thai law
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Eligibility for business visas and work permits for foreign directors
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Access to local market and funding opportunities
Conclusion
Registering a Thai Limited Company is a structured yet straightforward process when the proper steps are followed. From name reservation and preparing the Memorandum of Association to holding the statutory meeting and completing registration with the DBD, each stage builds the legal foundation of the business.
For foreign investors, early consideration of shareholding structure, capital requirements, and potential licensing obligations under the Foreign Business Act or BOI promotion scheme is crucial. With careful planning and compliance, establishing a Thai Limited Company provides a stable and legally recognized platform to conduct business and expand in one of Southeast Asia’s most dynamic economies.