Thailand remains one of Southeast Asia's most attractive investment hubs. From the digital nomad havens of Chiang Mai to the bustling corporate towers of Bangkok, the country offers a strategic gateway to the ASEAN market. However, for foreign entrepreneurs, the phrase "setting up company Thailand" often conjures images of endless paperwork, confusing regulations, and language barriers.
You are not wrong to be cautious. The Thai legal system is highly bureaucratic, and one misstep in your Memorandum of Association or capital structure can delay your business launch by months. This guide strips away the legal jargon to provide a clear, actionable roadmap for incorporating in 2025, ensuring you start your venture on solid legal ground.
Why You Can Trust Us
At Thai Investment Visa, we facilitate the entry of high-net-worth investors and corporations into the Kingdom every day. We don't just read the laws; we navigate the halls of the Department of Business Development (DBD) and the Board of Investment (BOI) alongside our clients. We have seen the pitfalls of "cheap" registrations that fail during audit, and we know exactly what the government requires for a smooth approval. The advice below is built on real-world practice, not just theory.
The Most Common Structure: Thai Limited Company
For 90% of foreign business owners, the Thai Private Limited Company is the vehicle of choice. It operates similarly to an LLC in the US or a Ltd company in the UK.
Key Features
- Separate Legal Entity: The company’s debts are separate from your personal assets.
- Shareholders: Requires a minimum of 3 shareholders (promoters) at all times.
- Directors: Can be foreign or Thai.
The 49/51 Rule (The Foreigner Limit)
Under the Foreign Business Act (FBA), most service-based businesses are restricted. To operate legally without a special license, the company must be majority-owned by Thais:
- Thai Nationals: Must own at least 51% of shares.
- Foreigners: Can own up to 49% of shares.
Note: Many foreigners use "Preferred Shares" structures to retain voting control even with minority ownership, but this requires careful legal drafting.
100% Foreign Ownership Options
If you do not want a Thai partner, you have three main legal routes to 100% ownership:
- Board of Investment (BOI) Promotion: If your business is in a targeted industry (Tech, Manufacturing, Green Energy), the BOI can grant you a certificate allowing 100% foreign ownership and significant tax breaks (Corporate Income Tax holidays).
- US-Thai Treaty of Amity: Exclusive to American citizens. This treaty allows US nationals to own 100% of a Thai company (restrictions apply to owning land).
- Foreign Business License (FBL): A difficult-to-obtain license for specific businesses that are "unique" and do not compete with locals.
The "2 Million Baht" Capital Rule
This is the number one source of confusion.
- If you need a Work Permit: Your company must have a registered capital of 2 Million THB per foreign employee.
- Is the money locked? No. You do not need to "freeze" 2 Million Baht in a bank account. However, you must be able to prove that this capital has been paid up (invested) into the company for business expenses (rent, salaries, equipment).
Step-by-Step Incorporation Process
Step 1: Corporate Name Reservation
You must reserve your company name via the DBD’s online system.
- Tip: Submit 3 distinct names ranked by preference.
- Time: Approved within 1-3 business days.
Step 2: Filing the Memorandum of Association (MOA)
Once the name is approved, your shareholders must sign the MOA. This document defines the company's name, address, objectives, and capital.
Step 3: The Statutory Meeting
A formal meeting is held (on paper) to appoint the Board of Directors and the Auditor, and to ratify the company's bylaws (Articles of Association).
Step 4: Company Registration
You submit the application to the DBD. Government fees are 5,000 THB per 1 Million THB of capital (capped at 250,000 THB).
- Time: Can be done in 1 day if all documents are perfect.
Step 5: Tax and VAT Registration
- Tax ID: Issued immediately upon registration.
- VAT (Value Added Tax): Mandatory only if your revenue exceeds 1.8 Million THB per year.
Step 6: Corporate Bank Account
This is often the hardest step. Thai banks are strict with foreigners. You will generally need your directors present physically and a hefty stack of certified documents.
Estimated Costs (2025)
Budgeting is crucial. Here is what you should expect to pay for a standard setup (excluding your own capital injection):
ItemEstimated Cost (THB)Government Fees~6,500 - 12,000Professional Service Fee25,000 - 60,000VAT Registration~5,000 - 10,000Company Stamp~500 - 1,000Registered Address Service2,000 - 5,000 / month
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Top Corporate Law Firms in Thailand
Do not try to DIY your company registration if you don't speak Thai. The forms are in Thai, and the legal liability is real. Below are reputable firms that specialize in setting up companies for foreigners.
Company NameSpecialtyLocationContactMahanakorn Partners Group (MPG)Legal, Tax, BOI SetupBangkok (Wireless Rd)www.mahanakornpartners.comKonrad LegalCompany Reg, AccountingBangkok (Sukhumvit)www.konradlegal.comAntares AdvisoryLegal & Serviced OfficesBangkok (Sukhumvit 31)www.antaresoffices.comUnionSPACEStartup Setup, Virtual OfficeBangkok (Ekkamai)www.unionspace.co.thSiam Legal InternationalFull Service, Amity TreatyBangkok (Asoke)www.siam-legal.com
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Contact Information for Assistance
- Mahanakorn Partners Group (MPG)
- Phone: +66 2 651 5107
- Address: Kian Gwan House III, 9th Floor, Wireless Road, Bangkok.
- Why them: A powerhouse for complex setups involving tax planning and BOI applications.
- Konrad Legal
- Phone: +66 2 626 0277
- Address: Two Pacific Place, 12th Floor, Sukhumvit Road, Bangkok.
- Why them: Known for being approachable and providing clear accounting services alongside registration.
- Antares Advisory
- Phone: +66 2 117 9553
- Address: RSU Tower, 9th Floor, Sukhumvit 31, Bangkok.
- Why them: Great for SMEs; they also offer physical office space which helps with VAT registration requirements.
- UnionSPACE
- Phone: +66 2 036 0600
- Address: 30 Sukhumvit Soi 61, Bangkok.
- Why them: Ideal for startups and digital nomads needing a "virtual office" package with their registration.
Frequently Asked Questions
- Can I be the only shareholder?No. A Thai Limited Company requires a minimum of 3 shareholders at all times. If you drop below 3, the court may order the dissolution of your company.
- Do I need a Thai lawyer to register a company?It is not legally required, but highly recommended. The forms are in Thai language, and the officials at the DBD generally conduct business in Thai. A mistake in your objectives clause can prevent you from getting a Work Permit later.
- What is a "Nominee" shareholder?A nominee is a Thai person who holds shares on your behalf just to meet the 51% requirement, without actually investing money or having control. This is illegal. The government is cracking down on this. You should use legitimate partners or legal structures like the BOI or Amity Treaty.
- How long does it take to open a bank account?It can take anywhere from 1 week to 1 month. It depends heavily on the bank (Bangkok Bank and K-Bank are popular for foreigners) and whether your directors are present in Thailand.
- Do I need a physical office?Yes. To register for VAT and Social Security, you must show photos of your company sign, office number, and office interior. You cannot use a residential condo unit for VAT registration; it must be a commercial space or a proper home-office setup.
References
- Department of Business Development (DBD) - e-Registration System
- Board of Investment (BOI) - Investment Promotion Guide
- Mahanakorn Partners Group - Doing Business in Thailand
- Revenue Department of Thailand - VAT Registration Rules
- US Embassy in Thailand - Treaty of Amity Information
