Thai Limited Company Basics — Steps at the DBD

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.