Registered Capital vs Visa and Work Permit — Numbers to Plan on Day One

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.