Establishing a business presence in the "Land of Smiles" is a strategic move for many global investors. Whether you are launching a tech startup in Bangkok or a hospitality venture in Phuket, the Private Limited Company is the gold standard for corporate structures in Thailand.
However, the regulatory landscape has shifted. If you are still reading guides from a few years ago, you might think you need three shareholders (you don't anymore) or that you need to visit the Ministry of Commerce in person for every single signature (also changed).
This guide provides the 2025 blueprint for registering a private limited company in Thailand, covering the critical "2 Shareholder" update, the capital requirements for foreign visas, and the digital transformation of the Department of Business Development (DBD).
Why You Can Trust Us
At Thai Investment Visa, we specialize in the intersection of corporate law and immigration. We don't just file papers; we engineer the legal structures that allow foreign entrepreneurs to live and work in Thailand legally. Our team navigates the DBD Biz Regist system daily and works alongside the Ministry of Labour to secure Work Permits for our clients. We understand the nuances of the Foreign Business Act and the practical realities of passing a tax audit. The information below is verified against the latest 2025 Civil and Commercial Code amendments.
What is a Private Limited Company?
A Thai Private Limited Company (Co., Ltd.) is a legal entity separate from its owners. It is similar to an LLC in the United States or a Limited Company in the UK.
- Liability: Shareholders are only liable for the unpaid amount of their shares.
- Credibility: It is the most trusted structure for B2B contracts, government tenders, and obtaining work permits.
Key Features in 2025 (The "2 Shareholder" Rule)
The most significant recent change to Thai corporate law is the reduction in the minimum number of promoters.
- Old Rule: Required 3 shareholders.
- Current Rule (2025): You only need 2 shareholders (promoters) to incorporate and maintain the company.
This change drastically simplifies the setup for solo entrepreneurs who previously had to find two "dummy" shareholders. Now, you only need one partner (who can hold as little as 1 share).
The Foreign Ownership Limit (49/51)
Unless you qualify for special exemptions, the Foreign Business Act (FBA) restricts foreign ownership in most service and trading sectors.
- Thai Nationals: Must own at least 51% of the shares.
- Foreigners: Can own up to 49%.
Warning: Using "Nominee" shareholders (Thai individuals who hold shares without investing real money) is illegal. The DBD now strictly scrutinizes the "source of funds" for Thai shareholders in companies with foreign directors.
100% Foreign Ownership Exceptions
You are not always forced to have a Thai partner. You can own 100% of your private limited company in Thailand through:
- Board of Investment (BOI): If your business is in a promoted sector (Software, Biotech, High-tech Manufacturing), the BOI can grant 100% foreign ownership.
- US-Thai Treaty of Amity: American citizens can own 100% of a Thai company (excluding land ownership) under this bilateral treaty.
- Manufacturing: Manufacturing businesses are generally not restricted under the FBA and can be 100% foreign-owned (though they often still need a license).
Capital Requirements: The "2 Million Baht" Rule
While the legal minimum capital to register a company is technically very low (15 Baht), the practical minimum is defined by immigration rules.
- For a Work Permit: To hire 1 foreigner (including yourself), the company must have 2 Million THB in registered capital.
- Paid-Up Capital: At least 25% must be paid up at registration.
- Proof of Funds: You do not need to freeze 2 Million Baht in a bank account. However, you must account for this capital in your balance sheet as cash or assets within the first year.
The Registration Process: Step-by-Step
Step 1: Name Reservation (Online)
You must reserve your company name via the DBD's online portal.
- Rule: The name cannot be identical or confusingly similar to existing companies.
- Time: Approval takes 1-3 business days. The reserved name expires after 30 days if not used.
Step 2: File Memorandum of Association (MOA)
Once the name is approved, the 2 shareholders sign the MOA.
- Content: Company name, province of operation, business objectives, capital amount, and shareholder details.
- Gov Fee: 500 THB per 100,000 THB of capital (Min 500, Max 25,000).
Step 3: Statutory Meeting
A meeting is held (often on paper) to:
- Adopt the Articles of Association (Bylaws).
- Ratify contracts made by promoters.
- Appoint the first Board of Directors and Auditor.
Step 4: Company Registration (DBD Biz Regist)
Submit the application to the DBD.
- Digital Filing: The government now encourages using the DBD Biz Regist e-filing system, which utilizes digital signatures (via the ThaID app) for directors and shareholders.
- Timeline: If using the digital system, registration can be completed in 1-2 days.
Step 5: Tax & VAT Registration
- Corporate Tax ID: Issued automatically with your 13-digit registration number.
- VAT Registration: Mandatory only if annual revenue exceeds 1.8 Million THB. You must register within 30 days of reaching this turnover.
Estimated Costs and Timeline
Budgeting for your setup involves government fees and professional service fees.
ServiceTimelineEstimated Cost (THB)Name Reservation1-3 DaysFreeDBD Registration (2M Capital)3-5 Days~12,000 (Gov Fees)Legal Service Fee-25,000 - 50,000VAT Registration1-2 Weeks~5,000Corporate Seal1 Day~500
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Ongoing Compliance Checklist
Registering is just the start. To keep your company legal, you must:
- Monthly: File Withholding Tax (PND 1, 3, 53) and VAT (PP 30).
- Half-Year: File Mid-Year Corporate Tax (PND 51).
- Annually: File Annual Financial Statement and Corporate Tax (PND 50), audited by a licensed Thai CPA.
Closing a Company (Dissolution)
It is much harder to close a company than to open one. Dissolution involves a rigorous tax audit by the Revenue Department. It typically takes 6-12 months and costs significantly more in legal fees than registration. Plan your exit strategy before you start.
Top Service Providers for Company Registration
Choosing the right partner is crucial to avoid "nominee" pitfalls. Below are reputable firms known for corporate setup.
Company NameSpecialtyLocationContactMagna Carta Law FirmCorporate & Real Estate (Eastern Seaboard)Pattaya / Chonburiwww.magnacarta.co.thKonrad LegalFull Service Registration & AccountingBangkok (Sukhumvit)www.konradlegal.comIntegrity LegalUS-Thai Amity & Corporate LawBangkok (Silom)www.legal.co.thBelawsDigital/Tech-First Legal ServicesBangkok (Asoke)www.belaws.comReliance ConsultingBusiness Setup & PayrollBangkok (Sathorn)www.relianceconsulting.co.th
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Contact Information for Assistance
- Magna Carta Law Firm
- Phone: +66 38 373 735
- Address: South Pattaya Road, Nongprue, Banglamung, Chonburi.
- Why them: The dominant firm for businesses setting up in the Pattaya and Rayong industrial zones.
- Konrad Legal
- Phone: +66 2 626 0277
- Address: Two Pacific Place, Sukhumvit Road, Bangkok.
- Why them: They offer clear, bundled pricing for registration plus ongoing monthly accounting.
- Integrity Legal
- Phone: +66 2 266 3698
- Address: SM Tower, Phaholyothin Road, Bangkok.
- Why them: Managed by a US attorney, they are the go-to experts for American citizens utilizing the Treaty of Amity.
Frequently Asked Questions
- Can I use my residential condo as the registered office? Generally, no. The Revenue Department usually rejects residential condos for VAT registration. You need a commercial address, a townhouse, or a "Virtual Office" that allows for company registration and signage.
- Do I need a Thai director? No. A Private Limited Company can have 100% foreign directors. However, some banks may require a Thai director to sign checks or open the initial account, which can complicate things.
- What happens if I don't pay the 2 Million Baht capital? You don't need to put the full cash in immediately, but the "Share Capital" entry will appear as a debt from shareholders to the company in your audit. If the company goes bust, the liquidator can sue you personally for the unpaid portion of shares.
- Can I get a visa immediately after registering? Not exactly. You first need to register the company, then hire 4 Thai staff (and pay Social Security for them for 1-3 months), and then apply for your Work Permit and Non-B Visa extension.
- Is the 2 million baht capital per person? Yes. If you have two foreign partners who both want work permits, the company needs 4 Million THB in registered capital and 8 Thai employees.
References
- Department of Business Development (DBD) - DBD Biz Regist System
- Thai Civil and Commercial Code - Corporate Law Section
- Board of Investment (BOI) - Investment Promotion Guide
- Revenue Department - Corporate Tax Guidelines
- Belaws - Company Setup Guide 2025
