Starting a Company in Thailand as a Foreigner

Foreigners can start a business in Thailand, but almost never own it outright unless the activity is exempt or they route through the Board of Investment, a Foreign Business Licence, or a treaty. The mechanics (a Thai limited company, name reservation, a registered address, a corporate bank account, and annual filings in Thai) are learnable. The part that trips up first-time founders is not the paperwork; it is the ownership structure underneath it.

Entity choices, in outline

Five structures cover almost every foreign-run business in Thailand. Which one fits depends on whether you need to trade, hire, invoice locally, and hold assets in Thailand at all.

For most founders reading this, the practical question collapses to one: how do I set up a Thai limited company, and what do I need to know before I start. The rest of this guide follows that path.

Why the Thai limited company is the default

A Thai limited company is a separate legal person, can hold a lease, sign contracts, employ staff, apply for licences, and sponsor a work permit for a foreign director. It is also the only structure flexible enough to sit inside a Foreign Business Licence, BOI promotion, or Treaty of Amity route if your activity needs one of those. A branch or representative office skips company registration but inherits the same ownership restrictions with less flexibility, which is why most advisers steer founders toward a limited company even when a branch looks simpler on paper.

The setup sequence

The order below is the common path for a private limited company with at least one foreign shareholder or director. Provincial DBD offices and individual case officers apply some steps with real variation, so treat this as the shape of the process, not a fixed script.

1. Name reservation. Check and reserve a company name with the DBD. Names that duplicate or closely resemble an existing registered company are rejected.
2. Memorandum of Association (MOA). File the company’s objectives, registered capital, and the promoter details.
3. Shareholder and director structure. Decide who holds shares, in what proportion, and who has signing authority. This is the decision that determines almost everything downstream: see the Thai-majority section below.
4. Statutory meeting. Convene the meeting that adopts the articles of association, appoints directors, and appoints an auditor.
5. Registered capital. Set the capital figure and the payment structure. The amount is rarely about what the business actually needs to operate: see the next section.
6. Registered address. The company needs a documented Thai address that can receive official correspondence and support a site inspection if one is required for a licence or work permit.
7. Company registration at the DBD. File the completed set with the Department of Business Development to bring the company into existence as a legal entity.
8. Tax registration. Register for a corporate tax ID with the Revenue Department. VAT registration is a separate step once turnover crosses the threshold the Revenue Department sets; treat “do I need to register for VAT” as a question for your accountant rather than a fixed number, since the threshold and its application change.
9. Social security registration. Once the company has its first employee, it registers with the Social Security Office; this is not optional and is checked against work-permit applications.
10. Corporate bank account. Open the account the company will actually operate from, often the slowest step of the whole sequence, covered below.

Realistic timelines vary by how complete the shareholder documentation is and by province. Founders who arrive with an incomplete shareholder story, or who are still deciding on a nominee arrangement, are the ones who stall for months.

Registered capital: why the figure is not about your budget

New founders assume registered capital should roughly match what the business needs in its first year. In practice, the figure is driven by two things that have nothing to do with your cash-flow forecast: the number of foreign work permits the company intends to support, and the visa route a foreign director or investor plans to use. Immigration and the Department of Employment both look at the registered and paid-up capital when assessing whether a company can sponsor a foreign employee, so the number gets set with those tests in mind rather than with the founder’s actual budget. A licensed Thai accountant or lawyer will size it against your specific plan for staff and work permits. Do not copy a figure from a forum post or a generic guide, since the relevant thresholds change and are applied differently case by case.

The corporate bank account: often the hardest step

Thai banks have tightened onboarding for companies with foreign shareholders or directors over the past several years, driven by their own anti-money-laundering obligations. In practice this means:

• In-person attendance by the authorised director is usually required; banks are reluctant to open a corporate account without meeting a signatory face to face.
• A real operating story. Banks ask what the company does, who its customers are, and where money will come from and go to: a shell-like company with a generic objects clause and no activity is a common rejection reason.
• Documentation depth. Full company registration documents, shareholder and director ID, the registered address evidence, and sometimes a business plan or contracts with named counterparties.
• Branch-level discretion. The same bank can behave differently at different branches; a rejection at one branch does not always mean a rejection everywhere.

Budget for this step to take longer than the registration itself, and have your accountant or a licensed adviser present the company’s story rather than presenting a blank shell company and hoping the paperwork carries it.

Ongoing obligations

A Thai company is not “set up and forget.” From year one it carries:

• Bookkeeping in Thai, using a Thai chart of accounts, generally required to be kept by a bookkeeper meeting Thai qualification rules.
• A named accountant responsible for the company’s monthly and annual filings.
• A registered auditor, appointed at the statutory meeting, who signs off the annual financial statements regardless of company size: there is no small-company exemption from the audit requirement.
• Monthly filings: withholding tax and, once VAT-registered, monthly VAT returns, each with its own deadline.
• Annual filings: audited financial statements filed with the DBD, and the corporate income tax return filed with the Revenue Department.

For a genuinely tiny company (a single founder, minimal revenue), these obligations do not scale down proportionally. The accountant’s fee, the auditor’s fee, and the time cost of assembling monthly documentation are close to fixed costs, which is why a company with negligible turnover can still carry a meaningful compliance bill every year. Founders who expect the paperwork burden to track revenue are usually surprised in year one.

What founders underestimate

The Thai-majority ownership question. Many activities are closed to majority foreign ownership under the Foreign Business Act unless the company qualifies for an exemption, a licence, or BOI promotion. The default answer for a restricted activity is a Thai majority shareholding (51% or more held by Thai nationals) with the foreign founder holding a minority stake and, often, disproportionate control through preference shares, voting arrangements, or a management contract structured by a licensed lawyer.

Nominee shareholders are illegal. Some Thai “shareholders” hold shares only on paper, contribute no real capital, and have no say in the business, while the foreign founder controls everything informally. This is a nominee arrangement, and it is illegal under Thai law. It is not a grey area, and it is not a shortcut a careful founder can use safely: enforcement targets exactly this pattern, penalties fall on both the foreign beneficiary and the Thai nominee, and a company discovered to be using nominees can lose its registration and licences. Do not use one, and be wary of anyone (including an agent offering to “arrange local partners”) who proposes it as a solution. A real Thai shareholder with a real stake and a real say is not a nominee.

Hiring ratios tied to work permits. A Thai company that wants to sponsor foreign employees needs Thai staff on its books in a ratio the Department of Employment sets, alongside the capital test above. This is covered in full in the guide to work permits for founders, but it belongs on the setup checklist too: a company designed around a single foreign founder with no Thai employees will struggle to support that founder’s own work permit later.

Owning the company is not the same as being allowed to work in it. Being a shareholder, or even a director, does not by itself authorise a foreigner to work. Sitting in the office, managing staff, meeting clients, or doing anything that counts as “work” under Thai law requires a separate work permit tied to that specific role: see the linked guide above for what qualifies as work and how the permit attaches to the company.

Exit and wind-down have a real cost. Closing a Thai company is not free and not fast. It requires a formal liquidation process, final audited accounts, tax clearance from the Revenue Department, and deregistration at the DBD, all of which take professional time and carry fees. Founders who plan an exit should budget for wind-down the same way they budgeted for setup, and should not assume an inactive company can simply be abandoned without consequence for its directors.

Setup timeline, numbered

1. Decide the entity and, if the activity is restricted, the ownership route (see the Foreign Business Act guide above).
2. Reserve the company name.
3. Draft the Memorandum of Association and settle the shareholder/director structure with a licensed adviser.
4. Hold the statutory meeting; appoint the auditor.
5. Set registered capital against your work-permit and visa plan, not your budget alone.
6. Secure a registered address.
7. Register the company at the DBD.
8. Register for tax; assess VAT registration with your accountant.
9. Register for social security once you have an employee.
10. Open the corporate bank account.
11. Set up monthly bookkeeping and confirm your accountant and auditor are engaged before the first filing deadline.

First-year cost checklist, by category

Budget for these categories rather than a single number; a licensed accountant will price each against your specific structure and activity.

• Company registration and professional fees for setup
• Registered capital (paid-up portion, sized to your work-permit plan)
• Registered address (a serviced office or leased premises that can support inspections)
• Monthly bookkeeping and accountant fees
• Annual audit fee
• Corporate income tax and, if applicable, VAT
• Social security contributions once staff are hired
• Work permit and visa costs for any foreign director or employee
• A contingency for the bank-account process taking longer than planned

Disclaimer

This article is general information, not legal, tax, or immigration advice. Thai company law, registered-capital rules, and their application by individual DBD offices and banks change and vary by province and case officer. Engage a licensed Thai lawyer or accountant before registering a company, setting a capital figure, or entering any shareholder arrangement.

Common questions

Can a foreigner own 100% of a Thai company?

Only for activities that are not restricted under the Foreign Business Act, or where the company qualifies for a Foreign Business Licence, BOI promotion, or a treaty route such as the US-Thai Treaty of Amity. Outside those cases, most service and trading activities need Thai majority ownership. See the Foreign Business Act and BOI guide for the routes.

How long does it take to register a Thai limited company?

The DBD registration itself can move quickly once the shareholder structure, name reservation, and documentation are settled. The realistic bottleneck for foreign founders is usually the corporate bank account and, if the activity is restricted, obtaining the right licence or promotion before the company can trade as planned.

Do I need a Thai partner to start a business in Thailand?

Not always: it depends on the activity and whether you use an exemption, licence, BOI promotion, or treaty route. Where none of those apply, a genuine Thai majority shareholder is the lawful path; a nominee arrangement that fakes Thai ownership is illegal and carries real risk for both parties.

What does an accountant actually cost for a small Thai company?

It depends on transaction volume, VAT registration status, and payroll headcount, and changes year to year, so no figure here would stay accurate. What is consistent is that bookkeeping, the named accountant, and the mandatory annual audit are close to fixed costs regardless of how small the company’s revenue is: budget for compliance as a real line item from year one.

Can I sponsor my own work permit through my own company?

Often, yes, but the company has to be structured to support it first: registered capital, Thai staff ratios, and filings all factor into whether the Department of Employment approves it. Read the work permit guide for founders before you finalise the company structure, not after.

What happens if I stop filing and just let the company sit inactive?

Thai companies carry annual filing and audit obligations whether or not they trade. An inactive company that stops filing accumulates penalties and exposes its directors to liability; it is not a cost-free way to pause. If you are stopping, formal wind-down through the DBD and Revenue Department is the correct route.