Step-by-Step Company Registration Process in Thailand for Foreign Investors

Foreign investors registering a company in Thailand generally proceed through company structuring, name reservation, incorporation with the Department of Business Development (DBD), tax registration, and any licensing or employment registrations required for the planned operations. The precise route depends principally on the company’s proposed activities and level of foreign ownership.

Determine the permitted foreign ownership and licensing route

The first step is to establish whether the company’s proposed activities are restricted under Thailand’s Foreign Business Act (FBA).

A company incorporated in Thailand is generally considered foreign under the FBA where foreigners hold at least half of its capital. Certain activities are restricted to foreign businesses, making the company’s intended activities central to determining the permissible ownership structure.

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Where the intended activity is restricted, a foreign-owned company may need a Foreign Business License (FBL). Alternative routes are available under certain circumstances. A company receiving qualifying promotion from Thailand’s Board of Investment (BOI), for example, may obtain a Foreign Business Certificate for activities covered by its promotion. Certain US investors may also qualify under the US-Thailand Treaty of Amity, subject to the treaty’s eligibility requirements and excluded activities.

The applicable route determines the ownership structure that should be carried into the incorporation process.

Establish the shareholding and capital structure

A Thai private limited company requires at least two shareholders. The shareholding arrangement should correspond with the ownership permitted for the company’s intended activities. Investors using a Thai-majority structure must ensure that Thai shareholders are genuine investors, as nominee structures designed to circumvent foreign ownership restrictions are prohibited.

Thailand does not impose a single minimum registered capital amount on every private limited company. For foreign-owned companies, however, the FBA capital rules become important. A foreign company conducting a business outside the FBA’s restricted lists is generally subject to minimum capital of THB 2 million. Where the company conducts an activity requiring permission under the FBA, minimum capital is generally the greater of 25 percent of estimated average annual operating expenses over three years or THB 3 million for each business.

Investors must also determine the company’s directors and signing authority so these arrangements can be reflected in the incorporation documents.

Reserve the company name with the DBD

The proposed company name must be reserved before incorporation. The name must comply with Thai naming requirements and cannot conflict with an existing reserved or registered name or applicable ministerial rules.

Once the name has been approved, it is used in the company’s Memorandum of Association and subsequent registration documentation. The Memorandum of Association must be submitted within the validity period of the approved name reservation.

Prepare the incorporation documents

The company must prepare its Memorandum of Association and the other corporate information required for registration.

For a private limited company, the Memorandum of Association records information including the company’s name, province of its registered office, business objectives, registered capital, share structure, and promoter information. The par value of each share must be at least THB 5.

The company must also establish its registered office, allocation of shares, shareholders, directors, authorized signatories, and the corporate resolutions and supporting documents required for registration.

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Where a foreign corporate entity will become a shareholder, additional documentation may be required to establish the overseas company’s legal existence and the authority of its representatives. Foreign-issued documents may also require certification or legalization depending on their form and intended use in Thailand.

Register the company with the Department of Business Development

The incorporation application is submitted to the DBD under the Ministry of Commerce together with the required supporting documents and registration fees. Thailand also operates the DBD Biz Regist digital system for establishing private limited companies and completing related juristic-person registration procedures.

All shares must be subscribed, and at least 25 percent of the subscribed share capital must be paid up. Once registration is completed, the company becomes a Thai juristic person and receives its corporate registration documents.

Complete tax and VAT registration

Following incorporation, the company must complete the applicable registrations with Thailand’s Revenue Department.

A company liable for corporate income tax must obtain its tax identification documentation within 60 days from incorporation. For a foreign company, the period runs from the date it begins carrying on business in Thailand.

VAT registration becomes mandatory where annual turnover from VAT-liable activities exceeds THB 1.8 million. Registration must generally be completed within 30 days from the date turnover exceeds the threshold.

Businesses conducting VAT-exempt activities may be treated differently, making the company’s actual revenue-generating activities relevant when determining its registration obligations.

Obtain sector-specific operating licenses

Separate operating licenses may be required depending on the company’s activities. Incorporation with the DBD does not replace approvals imposed under sector-specific legislation.

Manufacturing projects, for example, may require approvals under Thailand’s factory regulatory framework, while businesses operating in areas such as food, pharmaceuticals, tourism, and financial services may require authorization from the relevant sector regulator.

Licensing requirements should therefore be determined against the company’s specific activities before operations commence.

Complete employer, immigration, and work permit registrations

Companies hiring employees must complete the applicable employer registrations. A company with at least one employee must register its employer account under the Social Security Act within 30 days from the start of employment. Where the required information and documents are complete, the employer registration process can normally be completed within one day.

Additional requirements apply when employing foreign nationals. Capital requirements may differ where a company intends to employ foreigners, while the applicable requirements can also depend on the immigration route and investment promotion status.

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BOI-promoted companies are subject to separate procedures and conditions for qualifying foreign specialists and other personnel.

Indicative timeline for registering a company in Thailand

The time required to establish a Thai company depends on whether the investor requires foreign business authorization, investment promotion, or sector-specific approvals. The corporate registration itself can be completed relatively quickly once the required structure and documentation are in place, while additional regulatory approvals can extend the overall establishment period.

Establish your Thailand company with Dezan Shira & Associates

Dezan Shira & Associates can support foreign investors with company structuring and registration in Thailand, including foreign investment approvals, tax registration, licensing, and employment requirements. Contact our Thailand team to establish your operations and complete the required registrations.

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