Company Registration and Foreign Business Licensing in Thailand — 88 FAQs

The standard sequence is (1) reserve the company name through the Department of Business Development system, (2) prepare the memorandum of association stating the name, registered address, objectives, capital and promoters, (3) hold the statutory meeting appointing directors and the auditor, and (4) file the incorporation. The MOA and the incorporation can be filed together, so a certificate can be issued the same day when the file is complete. Current procedure is published at dbd.go.th.

Following the Civil and Commercial Code amendment in force since 2023, a limited company needs two or more shareholders (previously three). Directors may be foreign — Thai law imposes no nationality requirement on directors. A foreign director who will actually work in Thailand still needs the correct visa and work permit, and banks may impose their own conditions for account signatories.

The name must not be identical or confusingly similar to an existing registered entity and must avoid reserved words, such as terms suggesting a government body or a financial institution, without permission. An approved name is valid for 30 days from approval; if you do not file within that window you must reserve again. Always prepare two or three alternatives.

They should cover the activities you will genuinely carry out plus foreseeable follow-on activities, because work-permit applications, sector licences and tax refunds are all checked against the registered objectives. Conversely, listing restricted activities from the Foreign Business Act lists that you do not actually perform invites extra scrutiny for a company with foreign shareholders.

A limited partnership is cheaper to set up and run, but the managing partner has unlimited liability for the partnership's debts. A limited company limits shareholder liability to the unpaid portion of their shares and is the form Thai authorities are most familiar with for work permits and investment promotion. If you have foreign shareholders or plan to employ foreigners, a limited company is usually the better fit.

Thai law does not require every company to have a seal. However, if the certificate states the directors' authority as 'signature affixed with the company seal', the registered seal must be used every time or documents can be rejected. Set the directors' authority clause to match how the business will actually sign from day one.

Normally a copy of the house registration book for the premises, written landlord consent or the lease, and the owner's ID copy. The registered address must be genuinely contactable, because Revenue Department and Department of Employment officers may inspect the premises before approving VAT registration or a work permit.

If the company operates a business listed in the annexes to the Foreign Business Act 1999, foreign shareholding is capped at 49% unless a licence or certificate is obtained. For businesses outside the restricted lists — many manufacturing activities, for example — 100% foreign ownership is permitted with no licence. So the first question is always whether your activity sits in List 1, 2 or 3.

List 1 businesses are absolutely closed to foreigners for special reasons, such as farming and land trading. List 2 concerns national security, arts and culture, or natural resources, and requires ministerial permission with Cabinet approval. List 3 covers sectors where Thai nationals are not yet ready to compete, mainly services, and requires permission from the Director-General of the DBD with the approval of the Foreign Business Committee.

Yes. Section 36 of the Foreign Business Act prohibits Thai nationals from holding shares on behalf of, or assisting, a foreigner to operate a business in circumvention of the Act, with fines and imprisonment. The DBD periodically verifies the source of funds of Thai shareholders. We do not accept nominee structures, and will instead propose lawful routes: an FBL, the Treaty of Amity, or BOI promotion.

Workable, disclosable tools include drafting the directors' authority so the foreign side signs binding documents, issuing preference shares with voting rights set out in the registered articles, and requiring quorum or special resolutions for key matters. All of this must appear in the registered articles rather than a side letter — hidden control agreements are exactly what triggers a nominee finding.

Yes. Under the Foreign Business Act, a juristic person becomes a 'foreigner' when foreigners hold half or more of the shares. A company held 49% foreign and 51% Thai remains a Thai juristic person and may operate restricted businesses without an FBL, but the Thai shareholders must be genuine investors able to evidence their funds.

A share transfer instrument signed by transferor, transferee and a witness; an update to the share register; and filing of the shareholder list (BorJor.5) with the DBD. If the transfer takes foreign shareholding to half or more while the company operates a restricted business, an FBL must be obtained or the structure changed first — otherwise the company may not continue that activity from the date its status changes.

When the entity qualifies as a foreigner — half or more foreign shareholding — and will operate a business in List 2 or List 3 of the Foreign Business Act. Applications go to the DBD with a business plan, financial projections, technology-transfer details and Thai employment plans. The statutory review period is roughly 60 days from a complete filing, though in practice you should allow more.

Under the Foreign Business Act the minimum is THB 2 million for a business not requiring a licence, and THB 3 million per licensed business category for List 2 or List 3 activities, remitted according to the schedule set by ministerial regulation. That threshold is separate from the Department of Employment's THB 2 million registered-capital benchmark per work permit.

The Treaty of Amity and Economic Relations between Thailand and the United States lets a company majority-owned by US nationals hold up to 100% and operate most businesses on the same footing as a Thai company, via a certificate to operate rather than an FBL. Excluded sectors remain communications, transport, depository banking, exploitation of land or natural resources, and domestic trade in agricultural products.

Evidence of US nationality for the majority shareholders and directors — passports — and, where the shareholder is a US company, a certificate of good standing plus a shareholder list. Those documents must be certified in the United States and then certified by the US Embassy or Consulate General in Thailand before translation and filing with the DBD.

A certificate records a right that already exists by law or treaty — Treaty of Amity, BOI promotion, or an industrial-estate operation — so it is confirmatory. An FBL is a fresh permission subject to committee discretion. The certificate route is therefore faster and far more predictable than applying for a licence.

The BOI's activity list spans agriculture and food processing, medical industries, machinery and vehicles, electrical and electronic products, chemicals, digital and software, knowledge-based services and international business centres. Conditions and incentives per category are published at boi.go.th and are revised periodically, so always check the current announcement before planning.

Generally yes, except for activities in List 1 of the Foreign Business Act or where a BOI announcement sets a specific Thai-shareholding condition. After the promotion certificate is issued, the company still applies to the DBD for a certificate to operate so that its foreign-business status is fully documented.

Depending on the activity: import-duty exemption on machinery and on raw materials for export production, the right to own land for the promoted project, the right to bring in foreign skilled workers and experts through the e-Expert system, and use of the One Start One Stop Investment Center for visas and work permits.

Applications are filed through the BOI e-Investment system with a business plan, investment structure and financial projections, followed by a project presentation to officers. Timing depends on the investment size — small projects are decided faster than those requiring the Board itself. Once approved you must accept the resolution and apply for the promotion certificate within the prescribed period or the approval lapses.

It must operate within the certificate conditions — capacity, location, minimum investment and personnel — report annual performance to the BOI, and keep promoted and non-promoted revenue separately accounted for tax purposes. Breaching conditions can lead to revocation of privileges and clawback of exempted tax with surcharges.

The Industrial Estate Authority of Thailand grants rights centred on land and operations inside an estate, such as land ownership within the estate and customs privileges in free zones. The BOI grants tax and personnel privileges by activity. Many projects use both: BOI for tax, an estate plot for location rights.

The Department of Employment benchmark is THB 2 million of paid-up registered capital per foreign employee. Where the company is majority foreign-owned and assessed under the Foreign Business Act, the figure can be THB 3 million per licensed business category. BOI-promoted companies follow the conditions of their promotion certificate instead.

The general practice is four Thai employees per foreigner, registered with the Social Security Office with contributions actually remitted. The ratio is checked both at work-permit stage and at the one-year extension of stay with Immigration. BOI-promoted companies and SMART Visa / LTR holders are assessed differently.

The law requires at least 25% of the subscribed share value to be paid at incorporation, but work-permit and extension-of-stay officers look at capital actually paid up. Pay it in full and keep the bank evidence. Where the shareholder is foreign, the bank's inward-remittance evidence is a permanent record worth archiving.

Not immediately. Officers usually want evidence the company is trading: VAT registration, employer registration with social security, at least one filed tax period, and photographs of the premises with signage. The safe order is incorporate, register for tax, register Thai staff, then file the visa and work permit. See our work-permit FAQ for the detail.

Signing documents or attending meetings in Thailand can fall within the Thai definition of work even without salary. The safe practice is to obtain a work permit if duties will be performed in Thailand routinely; occasional attendance may be covered by the urgent-and-necessary work notification route the Department of Employment provides. Check the specific facts with the authority before relying on either.

When revenue from goods or services exceeds THB 1.8 million per year, by filing form PP.01 within 30 days of crossing the threshold, after which the PP.20 VAT certificate is issued. Companies below the threshold may register voluntarily, which is often necessary for work-permit applications or for customers who require tax invoices.

PP.30 by the 15th of the following month — later for e-filing under Revenue Department conditions — with output and input tax reports. Withholding tax returns are also due: PND.1 for payroll, PND.3 for individuals and PND.53 for juristic persons. Late filing attracts surcharges and penalties even for a nil return.

An employer with one or more employees must register as an employer and enrol the insured persons within 30 days of employment, and remit contributions by the 15th of the following month. Social security records are the evidence the Department of Employment and Immigration use to test the Thai-to-foreign staff ratio.

A company meeting the Revenue Department's SME test — paid-up capital not exceeding THB 5 million and revenue not exceeding THB 30 million per year — is taxed on a progressive scale below the standard 20%, with the first slice of net profit exempt. Because the royal decree granting this relief is renewed periodically, confirm the current year's rates at rd.go.th.

Yes. PND.51 at mid-year and PND.50 with audited financial statements at year-end are due even for a nil or loss-making year. Non-filing brings criminal fines and surcharges, and is a common reason work-permit renewals or extensions of stay for foreign executives are refused.

Yes. Under the Accounting Act 2000 a company must appoint a qualified accountant, and a limited company's financial statements must be audited and opined on by a certified public accountant. The auditor must be appointed by the shareholders' meeting each year.

A limited company must hold its annual general meeting to approve the financial statements within four months of the fiscal year end, file the statements with the DBD within one month of that approval, and file the shareholder list (BorJor.5) within 14 days of the meeting. Filing is done through DBD e-Filing.

It is an offence under the Accounting Act, and both the company and the authorised directors can be fined by settlement. Companies that fail to file for several consecutive years can be struck off the register by the Registrar, and in practice will be unable to obtain work permits, visa extensions or bank facilities.

Yes. The accounting period runs 12 months and the year-end date is set in the articles; the first period after incorporation may be shorter. Changing the year-end later requires approval from the Director-General of the Revenue Department. Many companies use 31 December to align with the personal tax year.

The Accounting Act requires books and supporting documents to be kept for at least five years from closing, and the Revenue Department may require longer in some cases. Keep both electronic copies and paper originals of key items such as tax invoices, contracts and inward-remittance evidence for capital.

It may only carry out non-revenue activities: sourcing goods or services in Thailand for head office, inspecting and controlling quality of goods head office orders, advising on head office products, disseminating information, and reporting on business movements in Thailand. It may not sell, take purchase orders, or negotiate contracts. All funding must come from head office remittances.

A branch is not a separate legal entity, so the foreign parent is directly liable for its debts, and the branch is itself a foreigner requiring permission for restricted businesses. A Thai-registered subsidiary is a separate Thai juristic person limiting shareholder liability, and needs no FBL if Thai nationals hold the majority.

The minimum prescribed by ministerial regulation — generally THB 2 million, or THB 3 million per business category where applicable — remitted in instalments over the prescribed period from commencement. Keep the foreign remittance evidence for every instalment; the Registrar does ask for it.

Multinational groups establishing a centre providing management, technical or treasury services to affiliates. Tax privileges apply under Revenue Department conditions and BOI promotion can be sought in parallel. The key conditions are minimum annual operating expenditure in Thailand and a minimum number of skilled employees.

Typically the parent company's certificate of incorporation, a shareholder list or evidence of the authorised signatory, a board resolution approving the Thai investment, and a power of attorney for the representative in Thailand. Each must be certified in the country of origin, then translated into Thai with the translation certified before filing with the DBD.

The order Thai authorities accept is (1) notarisation in the country of origin, (2) certification by the origin-country authority or the Royal Thai Embassy there, (3) translation into Thai, (4) certification of the translation by the Legalization Division, Department of Consular Affairs. Translating before origin-country certification is the single most common cause of rejection.

Thailand has acceded to the Apostille Convention and it enters into force for Thailand on 28 February 2027. Until that date documents still require conventional legalisation. After entry into force, documents from contracting states can carry an apostille instead of embassy legalisation. Check the current status at hcch.net and consular.mfa.go.th.

State the scope precisely — signing the registration application, amending wording at the Registrar's direction, and collecting documents. Affix stamp duty under the Revenue Code, and where the grantor is abroad, sign before a notary public and then follow the certification order above.

Thailand has no sworn-translator register of the European kind; the Department of Consular Affairs certifies a translation where it is accurate and the translator certifies it. In practice, use a translation office familiar with the format consular officers accept — in particular, transliterating the company name so it matches the Thai name reserved at the DBD.

At the Business Registration Division of the Phuket Provincial Commerce Office, or online through DBD e-Registration, which works nationwide. Online filing requires prior identity verification of the applicant; files involving original foreign documents are often easier to lodge in person at the provincial office.

Yes if the owner consents in writing and the lease does not prohibit business use. Two cautions: many condominium juristic persons prohibit business registration in residential units, and at work-permit stage officers ask for photographs of company signage and of a space that plainly looks like an office.

A tourism business licence from the Department of Tourism, which sets registered capital and security-deposit levels by licence type and Thai shareholding requirements under the Tourism Business and Guide Act. Tour-guide work is reserved for Thai nationals. Incorporation is only step one — plan the sector licence alongside it.

Daily-rate accommodation falls within the Hotel Act 2004 and requires a hotel licence, with the building meeting building-control and town-planning requirements. Leases of 30 days or more fall outside the hotel definition, which is why many projects use that structure. Check the Phuket town plan and the building's status before investing.

Navigation in Thai waters is regulated by the Marine Department; Thai-flagged vessels are subject to Thai-ownership requirements under Thai vessel legislation, and water transport is a restricted activity for foreigners. A common structure separates the vessel-owning entity from the service operator — which must be designed to comply genuinely, not through nominee holdings.

Most banks require a company certificate issued within one to three months, the memorandum of association, the shareholder list, a board resolution on account opening and signatories, ID or passports of all directors, and evidence of the office address. Foreign directors usually must attend the branch in person, and some banks want to see a work permit before granting online payment rights.

Government fees follow the rates published by the Department of Business Development and can change. Our professional fee depends on the shareholding structure, how many foreign documents need certification and translation, and any sector licence required. Please ask our team by phone, LINE or email for a quote matched to your case before work begins.

With complete documents and shareholders available to sign, the core filing is usually done within one to three business days. The sequence is online name reservation at the DBD, memorandum of association with objectives, statutory meeting appointing directors, then incorporation filing with the shareholder list (BorOrJor 5). Afterwards you obtain the tax ID, open a corporate bank account, and register for VAT if you exceed the threshold or need it for work permit purposes.

Since the Civil and Commercial Code amendment effective in 2023, a private limited company can be formed with two promoters instead of three. This does not change the Department of Employment thresholds on registered capital and the Thai-employee ratio required to sponsor a foreign work permit.

If the activity is listed in the schedules to the Foreign Business Act B.E. 2542, majority foreign ownership requires a Foreign Business Licence, a treaty right such as the US Treaty of Amity, or BOI promotion. Activities outside the restricted lists, including many manufacturing lines, can be 100% foreign-owned without any additional licence.

A nominee is a Thai national holding shares on behalf of a foreigner without real investment or real control. Section 36 of the Foreign Business Act penalises both the Thai nominee and the foreigner using them, with fines and imprisonment, and the court may order the shareholding unwound. The DBD increasingly asks Thai shareholders to evidence the source of their investment funds. Use an FBL, Amity certificate, BOI promotion, or design the business outside the restricted lists instead.

Roughly sixty working days from a complete application where the Foreign Business Committee must consider it. Treaty certificates and BOI-based certificates are faster. The most common delays are a business plan that fails to show technology transfer and benefit to the Thai economy, and parent-company documents that have not been properly certified abroad.

The Treaty of Amity and Economic Relations between Thailand and the United States lets US nationals, or companies majority-owned by US nationals, operate in Thailand on national treatment with up to 100% ownership. Reserved sectors remain excluded, notably communications, transport, deposit-taking banking, exploitation of natural resources and trading in land. The process is a certification from the US Embassy followed by a certificate application at the DBD.

The core set is the current Thai company affidavit and shareholder list, proof of US nationality of the shareholders or the parent's Certificate of Good Standing, a power of attorney, and the embassy's own forms. US documents must be notarised; once Thailand's Apostille Convention accession takes effect on 28 February 2027 an apostille will replace the double-legalisation chain, but until then the existing route applies.

An FBL is permission to conduct a restricted activity; BOI promotion is an incentive package that can add corporate income tax exemption by activity category, the right to own land for the promoted project, and streamlined foreign expert quotas via e-Expert. If your activity appears on the BOI promoted list — software, digital services, IBC and similar — BOI is usually the better route because it delivers both ownership relief and tax benefits.

The practical rule is THB 2 million paid-up capital per foreign employee, reduced to THB 1 million if that foreigner is legally married to a Thai national, plus four Thai employees registered with social security per foreigner. BOI-promoted companies and certain zone-based activities are exempt from these ratios.

The law requires at least 25% of the share value to be paid up at incorporation, but in practice work permit and business visa reviews ask for evidence that the paid-up capital genuinely exists in the company account or has been deployed in the business. Registering high capital without real funds creates problems at inspection, and where shareholders are foreign the DBD may ask for inward remittance evidence.

Registration is mandatory once taxable turnover exceeds THB 1.8 million per year. Many companies register at the outset because it is needed for work permit applications, for issuing tax invoices to corporate clients, and to reclaim input VAT. Once registered, the monthly PP.30 return is due even in months with no revenue.

Yes, even a dormant company. Financial statements must be audited by a licensed CPA, approved at a shareholders' meeting within four months of the fiscal year end, filed with the DBD together with SorBorChor 3 within one month of that meeting, and the PND.50 corporate tax return filed with the Revenue Department within 150 days of year end. Missed filings carry fines and can affect a foreign director's visa renewal.

Only non-revenue activities: sourcing goods, inspecting the quality of goods purchased by the head office, advising on the head office's products, disseminating information, and reporting business movements to the head office. It cannot invoice, accept purchase orders, or negotiate contracts. Funds must be remitted from abroad, with a minimum of THB 3 million injected in stages.

A branch is not a separate legal entity, so the parent bears unlimited liability for its debts, and it needs an FBL for restricted activities. A subsidiary is a separate Thai company with limited shareholder liability and more flexibility on tax and work permits. For most businesses building a local team, a subsidiary is the more practical structure.

The law and the online filing are the same, but the registered address determines your Revenue Department area office and Department of Employment branch. Phuket officers are familiar with tourism, hotel, marine and property businesses, and physical premises inspections are common for companies sponsoring foreign work permits, so keep a genuine office with signage and a lease matching the registration.

You can register it if the property owner gives written consent with proof of ownership and the house registration. For a foreign work permit, however, officers expect photographs of premises that look like a real office with company signage, desks and staff. Many condominium regulations prohibit commercial use, so check the juristic person's rules first.

If the director actually manages or works in Thailand, yes, even without a salary, because the statutory definition of work is not tied to remuneration. A director resident abroad who merely signs documents as authorised signatory is not working in Thailand, while occasional attendance at board meetings has case-by-case tolerances that should be confirmed before travelling.

File the change with the DBD within fourteen days of the resolution, then notify the Revenue Department via form PhorPhor 09 if VAT-registered, notify the Social Security Office, and notify the Department of Employment to amend work permits for foreign staff. A missed notification typically surfaces later as a problem at visa renewal.

A Thai company with foreign holding of no more than 49% may buy land, but the Land Office will scrutinise the source of the Thai shareholders' funds to guard against nominee holding. BOI-promoted companies, and companies permitted under specific statutes, may own land for the promoted project within prescribed limits and must use it only for the approved purpose.

Typically six months to a year. The steps are a special resolution to dissolve, registration of dissolution and appointment of a liquidator, newspaper publication and creditor notice, VAT deregistration, financial statements as at the dissolution date, settlement or refund of taxes, then registration of completion of liquidation. Filing obligations continue throughout. Abandoning a company without filings creates director liability and accumulating fines.

Beyond ordinary annual accounts, FBL holders report under their licence conditions and BOI companies report through e-Monitoring while maintaining their promotion conditions. For ordinary foreign shareholding, the DBD may request evidence of the Thai shareholders' source of funds at registration or during an inspection.

The Department of Employment generally applies THB 2 million of paid-up capital per foreign employee, reduced to THB 1 million where the foreigner is legally married to a Thai national, together with four Thai employees enrolled in social security per foreigner. BOI-promoted companies follow BOI criteria instead. Prepare financial statements or proof of share payment, the company affidavit and recent social security filings. The critical point is that capital must be genuinely paid in with a traceable money trail. Our advisers can handle the structure review and the full filing if you prefer not to manage it yourself.

Yes. Call a shareholders meeting, pass a special resolution with at least three-quarters of the votes, and file the capital increase with the DBD within fourteen days of the resolution together with an updated shareholder list. If the increase supports a work permit, the shares must actually be paid into the company bank account rather than merely stated on the affidavit, and foreign investors should retain evidence of the inward remittance.

Hold the board or shareholders meeting required by the articles, then file forms BorOrJor 1, BorOrJor 4 and the director schedule with the registrar within fourteen days of the change, attaching ID or passport copies of new directors, the meeting minutes and a power of attorney if an agent files. Update the bank, the Revenue Department and the Social Security Office immediately, otherwise cheque signing and tax filings can be rejected.

A move within the same province needs only a board resolution and an address amendment. Moving to a different province amends the memorandum clause on the location of the registered office, so it requires a special shareholders resolution filed together with the memorandum amendment. Prepare the lease or consent letter, a house registration copy for the new address and a map. Remember to amend the VAT certificate (PorPor 20) at the new revenue office and any work permit that states the place of work.

The annual general meeting approving the financial statements must be held within four months of the fiscal year end, the shareholder list (BorOrJor 5) filed within fourteen days of that meeting, and the financial statements submitted through DBD e-Filing within one month of approval. Corporate income tax (PorNgorDor 50) is due within one hundred and fifty days of the year end. Late filing penalties accrue against both the company and the authorised directors.

Yes. Even with no transactions the company must prepare financial statements audited by a licensed CPA and submit them to the DBD and the Revenue Department on the normal deadlines, plus monthly returns such as withholding tax filings and VAT returns if registered. Leaving a company dormant without filing can lead to it being struck off the register, which immediately affects the work permits of any foreign staff.

Pass a special resolution to dissolve, register the dissolution and appoint a liquidator within fourteen days, publish the notice in a newspaper and notify creditors, have the financial statements as at the dissolution date audited, surrender the VAT certificate and notify the Revenue Department, then register completion of the liquidation. In practice this takes roughly four to eight months because of the tax clearance review, and tax filing obligations continue until the liquidation is formally completed.

A limited company suits businesses needing limited liability, outside investment and work permit sponsorship. A registered partnership is cheaper to maintain but the managing partner carries unlimited liability. A representative office may only perform non-revenue activities such as sourcing, quality inspection and market reporting for the parent. Issuing invoices or receiving payment through a representative office is treated as operating beyond its permitted scope.

Keep the inward remittance advice issued by the Thai bank, the credit records showing funds entering Thailand, and proof that the share capital was paid into the company account. Where Thai shareholders participate, the registrar may ask for their bank statements or a bank certificate confirming financial standing. Cash payments without a documented money trail attract the most scrutiny.

Contractually yes, and no Thai work permit is required because the work is performed outside the Kingdom. You still need to consider withholding tax under the applicable double tax treaty, the employment law of the country where the person lives, and permanent establishment risk for the company there. If the person later travels to Thailand and performs work here, even briefly, a work permit route must be arranged first.

Registration is mandatory once annual revenue from goods or services exceeds THB 1.8 million, filed within thirty days of crossing the threshold. Voluntary registration below the threshold is allowed and is often needed for work permit applications or for customers who require tax invoices. Once registered, monthly VAT returns are due even for nil months and invoices must follow the Revenue Department format.

Our advisory team has handled corporate registration and cross-border document work for more than fifteen years and can cover the whole cycle: shareholding structure review against the Foreign Business Act, name reservation and incorporation, meeting documents, translation and legalisation of overseas corporate documents, director and address changes, monthly accounting and eventual liquidation. Clients gain the most from the structure review before filing, because corrections afterwards cost far more time.