For foreign entrepreneurs, Thailand offers a magnetic mix of strategic location, robust infrastructure, and a vibrant consumer market. However, the legal landscape for registering a company in Thailand has shifted significantly in recent years. If you are relying on advice from 2022, you might be preparing for "3 shareholders" when the law now allows for 2, or you might be budgeting for paper filings when the Department of Business Development (DBD) has moved to digital e-Registration.
This guide is your 2025 updated roadmap. We cut through the noise of outdated forums to explain the current "2 Shareholder" standard, the 2 Million Baht capital rule for work permits, and the exact steps to incorporate a Thai Limited Company safely and legally.
Why You Can Trust Us
At Thai Investment Visa, we facilitate the entry of global businesses into the Kingdom. We don't just process paperwork; we build the corporate vessels that carry your visas and investments. We work daily with the DBD and the Ministry of Labour, navigating the transition to the DBD Biz Regist digital system. We have seen firsthand the penalties for "nominee" structures and the benefits of legitimate BOI promotion. The advice below is practical, verified against the latest Civil and Commercial Code amendments, and designed to keep you compliant.
The Big Change: 2 Shareholders vs. 3 Shareholders
The most significant update for 2025 is the reduction in the minimum number of shareholders.
- Old Rule: You needed 3 people to start a company.
- Current Rule (2025): You only need 2 shareholders (promoters) to register a Private Limited Company.
This change, effective from the recent amendment to the Civil and Commercial Code, simplifies the structure for small businesses and partners.
The Corporate Structure: Thai Limited Company
For 90% of foreign investors, the Private Limited Company is the vehicle of choice. It separates your personal assets from company liabilities.
The 49/51 Foreign Ownership Rule
Unless you have a special license, the Foreign Business Act (FBA) restricts foreigners from owning more than 49% of a company in service or trading sectors.
- Thai Nationals: Must own at least 51%.
- Foreigners: Can own up to 49%.
Warning: Do not use "Nominee" shareholders (Thai individuals who hold shares in name only without investing actual money). The government actively investigates companies with 51% Thai ownership that have foreign directors and 100% foreign voting rights.
100% Foreign Ownership: Is It Possible?
Yes. You can bypass the 49% limit and own 100% of your company through three specific channels:
- Board of Investment (BOI) Promotion: If your business is in a targeted industry (Tech, Manufacturing, Export), the BOI grants 100% foreign ownership.
- US-Thai Treaty of Amity: Exclusive to American citizens, allowing 100% ownership (excluding land).
- Foreign Business License (FBL): A special permission for businesses that do not compete with Thai locals (rarely granted for general services).
The "2 Million Baht" Capital Rule
This is the number one requirement for getting a visa and work permit.
- Registered Capital: To sponsor 1 Foreign Work Permit, the company must have 2 Million THB in registered capital.
- Paid-Up Capital: You do not need to show 2 million baht cash in the bank on Day 1. However, 25% must be paid up at registration, and the rest should be accounted for in company assets or expenses over time.
Step-by-Step Registration Process (2025)
Step 1: Reserve Your Company Name
You must reserve the name via the DBD’s online system.
- Process: Submit 3 name choices.
- Timing: Approval usually takes 1–3 business days.
- Validity: The approved name is valid for 30 days.
Step 2: File the Memorandum of Association (MOA)
Once the name is approved, the 2 shareholders must sign the MOA. This document defines the company's:
- Name and Location.
- Business Objectives (Wat Tu Thi Prasong).
- Capital Amount and Share Value (minimum 5 Baht per share).
Step 3: The Statutory Meeting
A meeting is held to appoint the Board of Directors and the Auditor, and to establish the company's bylaws (Articles of Association).
Step 4: Registration (DBD Biz Regist)
Submit the application to the DBD.
- Government Fee: Approx. 5,500 THB per 1 Million Capital.
- Digital Option: The DBD Biz Regist system allows for e-signatures and online submission, drastically reducing the need for physical visits if your directors are tech-savvy (though many agents still prefer the paper method for speed).
Step 5: Tax & VAT Registration
- Tax ID: Issued automatically with your company registration number.
- VAT: Mandatory if revenue exceeds 1.8 Million THB per year. You must register within 30 days of hitting this threshold.
Step 6: Open a Corporate Bank Account
This is often the hardest step. Banks like Bangkok Bank or Kasikorn Bank require the physical presence of directors and a stack of certified documents.
Estimated Costs
What should you budget for a standard setup (2 Million Capital, Thai Majority)?
ItemEstimated Cost (THB)Government Fees~12,000Professional Service Fee25,000 – 50,000VAT Registration~5,000 – 10,000Corporate Seal (Stamp)~500 – 1,000Registered Address (Virtual)2,000 – 5,000 / month
Top Agencies for Registering a Company in Thailand
Navigating the Thai forms and legal definitions requires professional help. Below are reputable firms that specialize in company registration.
Company NameSpecialtyLocationContactKonrad LegalFast Registration & AccountingBangkok (Sukhumvit)www.konradlegal.comSiam Legal InternationalFull Service, Amity TreatyBangkok (Asoke)www.siam-legal.comJuslaws & ConsultBOI Setup & LitigationBangkok / Phuketwww.juslaws.comTILA LegalCapital StructuringBangkok (Silom)www.tilalegal.comRSM ThailandAudit & Business AdvisoryBangkok (Sathorn)www.rsm.global/thailand
Contact Information for Assistance
- Konrad Legal
- Phone: +66 2 626 0277
- Address: Two Pacific Place, 12th Floor, Sukhumvit Road, Bangkok.
- Why them: Known for transparent pricing on "Company Setup + Accounting" packages.
- Siam Legal International
- Phone: +66 2 254 8900
- Address: Interchange 21 Building, Asoke, Bangkok.
- Why them: A massive team that can handle everything from simple registration to complex BOI applications.
- Juslaws & Consult
- Phone: +66 2 254 4237
- Address: Muse Building, Sukhumvit 64, Bangkok.
- Why them: excellent for investors who need detailed legal structuring beyond just a basic setup.
Frequently Asked Questions
- Do I really need 2 million baht in the bank? No, you do not need to "freeze" 2 million baht. However, legally, the shareholders are liable for this amount if the company goes bankrupt. For the work permit process, you must show that the capital is "paid up" (often via accounting entries) and that the company has sufficient funds to pay your salary.
- Can I be the only director? Yes. A foreigner can be the sole director of a Thai company. However, if the company is under the "49/51" structure, the bank might require a Thai director to be a signatory on the account.
- Do I need a physical office? Yes. To register for VAT and Social Security, you cannot use a residential condo or a PO Box. You must have a commercial address with a proper company sign. Many startups use "Virtual Office" providers who offer a lease agreement for registration purposes.
- How long does registration take? With the new digital systems, if all documents are signed, the company can be registered in 1–3 days. However, preparing the MOA and getting signatures usually takes a week.
- What if I want 100% ownership without BOI? It is very difficult. Without BOI or the Amity Treaty (for Americans), you would need a Foreign Business License, which is rarely granted for standard businesses. Most investors choose the BOI route or a legitimate joint venture with Thai partners.
References
- Department of Business Development (DBD) - e-Registration Portal
- Board of Investment (BOI) - Investment Promotion Guide
- Revenue Department - Corporate Tax Rules
- Siam Legal - Company Registration 2025 Guide
- Tilleke & Gibbins - Civil and Commercial Code Amendments
