Thailand remains one of the most dynamic markets in Southeast Asia, attracting thousands of new businesses every year. From tech startups in Bangkok's Silom district to hospitality ventures in Phuket, the opportunities are vast. However, the legal hurdles can be high. The process of registering a Thai limited company involves strict regulatory compliance, specifically regarding foreign ownership and capital structures.
If you are looking for a business registration company in Thailand, you likely have questions about the "49/51" rule, the "2 Million Baht" capital requirement, or the new digital filing systems. This guide cuts through the noise to give you a clear, step-by-step roadmap for 2025.
Why You Can Trust Us
At Thai Investment Visa, we don't just facilitate visas; we lay the corporate foundations for them. Our team interacts daily with the Department of Business Development (DBD) and the Board of Investment (BOI). We have guided hundreds of foreign entrepreneurs through the transition from paper-based filings to the new DBD Biz Regist digital system. We know which law firms deliver results and which ones to avoid. The advice below is practical, field-tested, and updated for 2025 regulations.
The Most Common Structure: Thai Limited Company
For most foreign investors, the Thai Private Limited Company is the standard vehicle. It offers limited liability protection and is recognized globally.
- Shareholders: You need a minimum of 3 shareholders (promoters) at all times.
- Directors: Can be foreign or Thai.
- Liability: Limited to the unpaid value of shares held.
The Foreign Ownership Limit (49/51 Rule)
Under the Foreign Business Act, most service and trading businesses are restricted.
- Thai Nationals: Must hold at least 51% of the shares.
- Foreigners: Can hold up to 49%.
Warning: Using "Nominee" shareholders (fake Thai investors who don't actually invest money) is illegal and heavily cracked down upon by the DSI (Department of Special Investigation). Always use legitimate business partners or legal structures like Preferred Shares.
100% Foreign Ownership Options
You do not always need a Thai partner. There are three main ways to own 100% of your business:
- Board of Investment (BOI): If your business is in a promoted sector (Software, Manufacturing, Green Tech), the BOI can grant a certificate allowing 100% foreign ownership and visa privileges.
- US-Thai Treaty of Amity: Exclusive to American citizens. This treaty allows US nationals to own 100% of a Thai company (excluding land ownership).
- Foreign Business License (FBL): For unique businesses not competing with locals. This is difficult to obtain and takes months of approval.
The "2 Million Baht" Capital Rule
This is a critical requirement for obtaining a Work Permit.
- Registered Capital: To hire 1 foreign employee (yourself included), the company must have 2 Million THB in registered capital.
- Paid-Up Capital: You do not need to freeze 2 million baht in a bank account immediately. However, at least 25% must be paid up at registration, and the full amount must be "invested" into company expenses (rent, salaries, equipment) over time.
The Registration Process: Step-by-Step
Step 1: Name Reservation (Online)
You must reserve your company name via the DBD's online portal.
- Tip: Names must not be identical or similar to existing companies.
- Time: Approved within 1-3 business days.
Step 2: File the Memorandum of Association (MOA)
Once the name is approved, the three shareholders must sign the MOA. This document outlines the company's name, location, objectives, and capital structure.
Step 3: The Statutory Meeting
A formal meeting is convened to appoint the Board of Directors and the Auditor. This creates the company's bylaws (Articles of Association).
Step 4: Registration Application
You submit the application to the DBD. As of 2025, the government is pushing for the DBD Biz Regist system, which allows for e-signatures and digital certificates.
- Government Fee: 5,500 THB per 1 Million Capital (capped at 250,000 THB).
Step 5: Tax & VAT Registration
- Tax ID: Issued automatically upon company registration.
- VAT: Mandatory if your revenue exceeds 1.8 Million THB per year. You must register for VAT within 30 days of hitting this threshold.
Step 6: Corporate Bank Account
Opening a company bank account is often the hardest step for foreigners. Banks like Bangkok Bank or Kasikorn Bank will require the directors to be physically present and may ask for a letter of reference from your home bank.
2025 Digital Updates: DBD Biz Regist
The Thai government has modernized the system to improve ease of doing business.
- e-Filing: Financial statements and shareholder lists must now be submitted electronically.
- e-Certificate: You can now download a digitally signed Company Affidavit (Bor Mor Jor) which is legally valid for contracts and banking.
Estimated Costs for Registration
Budgeting is key. Here is what you should expect to pay a service provider vs. government fees.
ServiceGovernment Fee (THB)Professional Service Fee (THB)Name ReservationFreeIncluded in packageCompany Registration (2M Capital)~12,00025,000 - 40,000VAT RegistrationFree3,000 - 8,000Corporate Seal (Stamp)~500~1,000Total Estimated~12,500~30,000 - 50,000
Top Business Registration Companies in Thailand
Navigating Thai bureaucracy requires a steady hand. Below are reputable firms that specialize in corporate registration for foreigners.
Company NameSpecialtyLocationContactAcclime ThailandCorporate Services, AccountingBangkok (Phra Khanong)thailand.acclime.comFrank Legal & TaxGerman/International Law, BOIBangkok (Wireless Rd)www.franklegaltax.comMahanakorn Partners GroupLegal, Tax, Amity TreatyBangkok (Sathorn)www.mahanakornpartners.comUnionSPACEStartup Setup, Virtual OfficeBangkok (Ekkamai)www.unionspace.co.thKonrad LegalCompany Reg, AccountingBangkok (Sukhumvit)www.konradlegal.com
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Contact Information for Assistance
- Acclime Thailand
- Phone: +66 2 072 6020
- Address: True Digital Park, Sukhumvit 101/1, Bangkok.
- Why them: A regional powerhouse that offers excellent ongoing corporate secretarial services.
- Frank Legal & Tax
- Phone: +66 2 117 9131
- Address: Sindhorn Building, Wireless Road, Bangkok.
- Why them: Highly trusted by European clients for their transparent fee structures and legal expertise.
- UnionSPACE
- Phone: +66 2 036 0600
- Address: 30 Sukhumvit Soi 61, Bangkok.
- Why them: Perfect for digital nomads or small startups needing a "Virtual Office" package alongside registration.
Frequently Asked Questions
- Do I need a Thai lawyer to register a company? It is not legally required, but highly recommended. The forms are entirely in Thai language. One mistake in your "Business Objectives" clause can prevent you from getting a Work Permit later.
- Can I be the only shareholder? No. A Thai Limited Company strictly requires 3 shareholders at all times. If the number drops below 3, the court can dissolve the company.
- What is the "Virtual Office" option? To register for VAT and Social Security, you need a physical address. You cannot use a residential condo. If you don't have a real office yet, many firms (like UnionSPACE) offer a "Virtual Office" package that provides a legal address for registration purposes.
- How long does the process take? If you have all documents ready and the shareholders are in Thailand, it can be done in 3-5 working days. Opening the bank account usually takes an additional week.
- Can I hire foreigners immediately? No. You generally need to hire 4 Thai employees and pay into Social Security for them before you can issue a Work Permit for 1 foreigner. (BOI companies are exempt from this ratio).
References
- Department of Business Development (DBD) - e-Registration System
- Board of Investment (BOI) - Investment Promotion Guide
- Siam Legal International - Company Registration Guide
- Revenue Department - VAT Registration Rules
- US Embassy in Thailand - Treaty of Amity Information
