Thailand limited company registration
A Thai private limited company is the default vehicle for most commercial businesses, local or foreign-led. At Thai Visa Centre in Bangkok, we help directors and employees secure visas and work permits once your corporate advisor completes DBD registration.
Minimum registered capital varies by activity and foreign shareholding. Foreign-majority companies often face higher capital requirements and FBA compliance. Compare structures: company structures guide.
Standard setup requires three shareholders. One-person company possible in qualifying cases under recent reforms.
At least one director required. Foreign directors are permitted.
Department of Business Development registers companies nationwide.
Foreign-majority companies face FBA, BOI, or Amity routes for restricted activities.
What is a Thai limited company?
A private company limited by shares under the Civil and Commercial Code. Shareholders liability is limited to unpaid share capital. The company has separate legal personality from its owners. It is distinct from a sole proprietorship, partnership, or branch of a foreign company.
Key features
| Feature | Detail |
|---|---|
| Shareholders | Minimum 3 for standard setup; 1-person company possible in qualifying reform cases |
| Directors | At least 1; foreign directors allowed |
| Registered capital | Stated in MOA; paid-up portion required for operations and banking |
| Registered office | Must be a valid Thai address for official correspondence |
| Annual compliance | Financial statements, tax filings, and DBD annual return |
Registration steps
Name reservation
Submit up to three proposed names via DBD e-services.
Memorandum of Association
Define company name, objectives, registered capital, and promoter details.
Statutory meeting
Allot shares, appoint directors, and adopt articles of association.
DBD registration
File registration within 3 months of the statutory meeting.
Corporate seal
Optional but commonly used for official documents and contracts.
Tax ID
Register with the Revenue Department before invoicing or hiring.
Bank account
Deposit paid-up capital and obtain bank certificate for immigration and BOI.
Tax ID guide: Tax identification number.
Thai majority vs foreign-owned
| Model | Detail |
|---|---|
| Thai majority (51%+ Thai) | Broader activity access without FBA licence. Foreign directors working in Thailand still need visa and work permit. |
| Foreign majority | Restricted under Foreign Business Act. Often requires 2-3 million THB registered capital for licence applications. Alternatives: BOI, US Amity, or FBA licence. |
| 49% foreign structure | Common compromise with genuine Thai partners. Nominee Thai shareholders are criminal offences. |
Foreign majority routes: BOI, US Amity, or FBA licence.
Timeline and fees
| Item | Estimate |
|---|---|
| Name to DBD registration | 1-3 weeks |
| Government registration fee | Based on registered capital |
| Professional fees | Varies by law firm |
| Bank account opening | 1-4 weeks |
Visa and work permit: Shareholding alone does not authorise work. Foreign directors managing operations need non-immigrant B visa and work permit. Guide: work permit guide.
Common mistakes
- Registering objectives too narrow, forcing costly MOA amendments later.
- Insufficient paid-up capital for bank or immigration purposes.
- Appointing nominee Thai shareholders.
- Starting operations before VAT or social security registration when required.
- Flying in to work before visa and work permit are issued.
Frequently asked questions
General answers on Thai limited company registration. Confirm specific requirements with DBD or your corporate advisor before investing.
Q:Can a foreigner be the sole owner?
A:100% foreign ownership is restricted outside BOI, Amity, or FBA approval. Single-shareholder Thai companies exist but foreign solo ownership still faces FBA rules.
Q:How much capital do I need?
A:No single answer. Depends on activity, foreign ratio, and bank policy. Many foreign-business licence applications cite 2-3 million THB minimum registered capital.
Q:Do all directors need work permits?
A:Only those who perform work in Thailand. Passive directors living abroad may not need one.
Q:Can I convert to BOI later?
A:Sometimes, but retroactive BOI benefits are limited. Apply before major capital deployment when possible.
Q:What is a Thai limited company?
A:A private company limited by shares under the Civil and Commercial Code. Shareholder liability is limited to unpaid share capital. The company has separate legal personality.
Q:What documents are needed for registration?
A:Passport copies, Thai ID cards for Thai shareholders, registered office lease, MOA, statutory meeting minutes, and director consent forms. Foreign documents may need translation.
Q:Does shareholding alone authorise work in Thailand?
A:No. A foreign director managing day-to-day operations typically needs a non-immigrant B visa and work permit sponsored by the company.
Q:How long does BOI or FBA add to setup?
A:BOI or FBA processes can add months to standard DBD registration. Plan sequentially unless your advisor confirms safe parallel steps.