The buzzing streets of Bangkok and the serene digital nomad hubs of Chiang Mai are calling. You have the business idea, the passion, and the capital, but now you face the bureaucratic wall known as the Department of Business Development. If you are looking to register company Thailand, you have likely heard conflicting advice. Some say you need three shareholders, while others say two. Some claim you need millions in the bank, while others say it is just a paper formality.
The good news is that 2025 is the easiest year yet for foreign entrepreneurs to set up shop. The laws have been modernized to attract global talent, reducing the minimum shareholder requirement and introducing digital filing systems that save you from endless trips to government offices. This guide clears up the confusion and provides a direct path to getting your Certificate of Incorporation.
Why You Can Trust Us
At Thai Investment Visa, we facilitate business and residency for international investors every single day. We do not just read the regulations; we test them. Our team works directly with the DBD officials and the Board of Investment to ensure our clients do not get stuck in legal limbo. We know the difference between what the law says on paper and how it is actually enforced at the local district office. The strategies below are based on the latest Civil and Commercial Code updates for 2025.
The New 2 Shareholder Rule
For decades, Thailand required a minimum of three shareholders (promoters) to form a limited company. This was a headache for solo founders who had to scramble to find two extra nominees.As of the latest amendment, you now only need 2 shareholders to register company Thailand. This significant change allows for a streamlined structure, often consisting of just you and one business partner or spouse.
Understanding the Foreign Business Act
Before you print a single form, you must understand the Foreign Business Act restrictions. In most sectors (services, food and beverage, retail), foreigners are restricted from owning more than 49% of the shares.To stay legal, your company structure typically looks like this:Thai Shareholders: Own 51% or more.Foreign Shareholders: Own up to 49%.If you want to own 100% of the business as a foreigner, you must obtain a Foreign Business License (difficult) or get promoted by the Board of Investment (the preferred route for tech and manufacturing).
Capital Requirements for Visas
While you can technically register a company with very little capital, immigration rules dictate the practical minimum.To hire one foreign employee (yourself), the company needs 2 Million THB in registered capital.You do not need to show 2 million cash in the bank on the first day. However, you must declare that at least 25% of this capital is paid up. This capital should eventually be reflected in your company accounts as being used for business expenses like rent, salaries, and equipment.
Step 1 Name Reservation
The first step to register company Thailand is reserving your corporate name. This is done via the DBD online portal.You submit three potential names ranked by preference.The registrar checks against existing databases to ensure no duplicates.Approval typically takes 1 to 3 business days.Once approved, the name is reserved for 30 days, giving you time to prepare the rest of your documents.
Step 2 Memorandum of Association
After securing your name, your 2 shareholders must sign the Memorandum of Association. This legal document outlines the fundamental details of your business.It includes the company name, province of location, registered capital, and business objectives.The objectives must follow standard categories allowed by the Ministry of Commerce. Be careful here; if you miss an objective (like "import/export"), you cannot engage in that activity until you amend the documents later.
Step 3 The Statutory Meeting
You must hold a statutory meeting with your shareholders and directors.In this meeting, you formally adopt the Articles of Association (bylaws), verify the share structure, and appoint the company auditor. While this is often done as a paperwork exercise for small companies, it is a critical legal requirement to validate the formation of the entity.
Step 4 Digital Registration
Thailand now offers the DBD Biz Regist system, allowing for electronic registration.If your directors and shareholders are in Thailand and have verified digital identities, you can submit everything online.If you prefer the traditional route or are abroad, you can still sign physical papers, but the process is faster if you utilize the digital channels.The government fee is 5,500 THB for every 1 million baht of registered capital (capped at 250,000 THB).
Step 5 Tax and VAT
Once your company is registered, you receive a 13-digit Tax ID number (which is the same as your registration number).If your business expects to earn more than 1.8 Million THB per year, you must register for VAT (Value Added Tax).This must be done within 30 days of hitting that revenue threshold. VAT registration requires you to have a proper office address; residential condos are usually rejected by the Revenue Department.
Estimated Costs for 2025
Budgeting is essential. Below is a breakdown of what you might expect to pay when hiring professional help versus doing it yourself.
Expense ItemGovernment FeesProfessional Service FeesName ReservationFreeIncluded in PackageCompany Registration (2M Capital)~12,000 THB20,000 - 40,000 THBVAT RegistrationFree5,000 - 10,000 THBCorporate Seal (Rubber Stamp)~400 THB800 - 1,500 THBVirtual Office (If needed)N/A2,000 - 5,000 THB / Month
Export to Sheets
Top Agencies to Register Company Thailand
Choosing the right partner can save you from future legal headaches. Here are five reputable firms that specialize in helping foreigners set up businesses in 2025.
BelawsThis agency offers a modern, digital-first approach to legal services. They connect you with experts for a fixed price, avoiding the hidden hourly billing of traditional firms.Website: www.belaws.comAddress: 140 One Pacific Place, Sukhumvit Road, Bangkok.Phone: +66 2 254 8900 (General Enquiries via platform recommended)
ATA OutsourcingSpecializing in business process outsourcing, ATA is excellent if you need a "one-stop" shop that handles registration, payroll, and recruitment all in one go.Website: ata-outsourcing.comAddress: Green Tower, Rama 4 Road, Klong Toei, Bangkok.Phone: +66 2 367 3338
Reliance ConsultingReliance focuses on accounting and audit compliance, making them a safe choice if you want to ensure your tax strategy is solid from day one.Website: www.relianceconsulting.co.thAddress: 88 Paso Tower, Silom Road, Bangkok.Phone: +66 2 634 1630
UnionSPACEIdeal for startups and digital nomads, UnionSPACE provides company registration packages that come bundled with virtual office solutions and co-working space access.Website: unionspace.co.thAddress: 30 Sukhumvit Soi 61, Bangkok.Phone: +66 2 036 0600
Tetra ConsultantsA global firm with a strong local presence, Tetra allows for remote incorporation and has extensive experience with opening corporate bank accounts for foreign-owned entities.Website: www.tetraconsultants.comAddress: Level 29, The Offices at Central World, Bangkok.Phone: +65 8245 4981 (Regional HQ contact often used for initial intake)
Frequently Asked Questions
Can a foreigner own 100% of a company in Thailand? Yes, but only under specific conditions. You typically need a Foreign Business License, promotion from the Board of Investment (BOI), or registration under the US-Thai Treaty of Amity (for US citizens). Otherwise, you are limited to 49% ownership.
How long does it take to register company Thailand? With the new 2-shareholder rule and digital systems, a standard company can be registered in 3 to 5 business days if all documents are signed and ready. Opening the bank account usually takes an additional week.
Do I need a Thai bank account to register? You do not need the bank account to register the company, but you will need to open one immediately after registration to deposit the paid-up capital. Most banks require the physical presence of all directors.
What is the minimum capital for a company? Legally, you can register with as little as 15 Baht (2 shareholders x 5 Baht par value). However, to obtain a work permit for a foreigner, the practical minimum is 2 Million THB.
Do I need a physical office? For company registration, you can use a residential address if the landlord consents. However, for VAT registration and Social Security, the Revenue Department usually requires a commercial address or a dedicated space with a company sign.
References
Department of Business Development - www.dbd.go.thBoard of Investment Thailand -
www.boi.go.thRevenue Department of Thailand -
www.rd.go.thThai Civil and Commercial Code Updates -
www.krisdika.go.th
