Thailand Limited Company Registration

Thailand Limited Company Registration. Registering a Thai private limited company is the most common route to do business in Thailand. It’s straightforward in principle — name reservation, Memorandum of Association (MOA), statutory meeting and registration with the Department of Business Development (DBD) — but the details (capital planning, foreign-ownership rules, documentation, and optional incentives) determine whether your company will actually be bankable, hire foreign staff, or operate in a restricted sector. Below is a practical, step-by-step guide that explains what you must do, why each step matters, common traps for foreigners, and tips to speed the process.

1) Choose your vehicle and why a private limited company is usually best

Foreign investors and entrepreneurs overwhelmingly use a private company limited because it offers limited liability, recognized corporate formality for banks and counterparties, and flexible governance through shareholder agreements. Alternative forms (partnerships, branch offices, representative offices) exist but have narrower uses and greater compliance overhead. For most trading, services or investment projects a private limited company is the default. (See DBD guidance on company registration steps.)

2) Pre-work: name, activity and whether you need BOI or special permits

Before you incorporate:

• Reserve a company name with the DBD (you can reserve multiple choices).

• Decide the business activities and check whether they fall under the Foreign Business Act (FBA) restricted lists — if they do, foreigners are limited to 49% ownership unless you obtain BOI promotion, a Foreign Business License (FBL) or satisfy a specific exemption. Early classification avoids costly restructuring.

If your activity is BOI-friendly (tech, advanced manufacturing, green energy), consider applying for BOI promotion before incorporation: BOI status can allow majority or 100% foreign ownership plus tax and permit incentives.

3) Minimum people & capital — practical rules (what to plan)

Legal formalities and practical expectations:

• Promoters/shareholders: registration traditionally begins with at least three promoters signing the Memorandum of Association (MOA). After registration, the company can operate with fewer directors/shareholders as permitted by the Articles, but expect banks and officials to expect sound governance and genuine Thai shareholders where required by the FBA.

• Registered capital: there is no absolute statutory minimum for registered capital, but practical capital requirements matter. If foreign shareholders exceed 49% and the business requires foreign work permits, guidance commonly used in practice is THB 2 million registered capital per foreign work permit (and higher capital is required in certain restricted activities). Setting appropriate registered capital from the outset avoids re-capitalization later.

Plan registered capital not only for currency (paid-up shares) but for credibility with banks, landlords and the Labour Department.

4) Step-by-step incorporation process (practical checklist)

1. Name reservation (DBD). Reserve up to three names; the DBD checks for conflicts.

2. File the Memorandum of Association (MOA). The MOA identifies the company name, business objectives, registered office, capital and promoters. This is filed at the DBD within a statutory window after name reservation.

3. Statutory meeting. Promoters call a statutory meeting to adopt Articles of Association, appoint directors, set share allocations and approve initial business matters (appointment of auditors, accounting periods). Minutes are prepared.

4. Register the company (juristic person registration). File application at the DBD to form the company limited. Once approved, the DBD issues the company registration certificate and tax ID/ VAT registration can follow.

5. Post-incorporation formalities. Open bank accounts, deposit share capital (if required by bank), register for VAT (when turnover threshold reached), and register employees for social security. If you’ll employ foreigners, start work-permit and visa preparations.

Practical tip: use a local law firm or licensed company-formation agent to ensure each document (ID, passport, signed forms) meets DBD validation standards and to avoid rejections that cause delays.

5) Documentation & evidentiary practicalities

You will typically need: passports and Thai ID (for Thai nationals), signed MOA and statutory-meeting minutes, the company address (lease or evidence of premises), and proof of capital payment if required by the bank. The DBD has recently revised documentary criteria (including tightened checks on contributions in kind and documentary proof of payment when high registered capital is used), so submit clear bank evidence and supporting schedules when capital or non-cash contributions are involved.

6) Foreign ownership — real constraints and legal workarounds

Key points for foreigners:

• FBA restrictions: many sectors are restricted; check the FBA lists early. If you want majority foreign ownership in a restricted activity, the usual routes are BOI promotion, Foreign Business License (rarely granted), or structuring (e.g., use of a holding/branch in permitted activities). Never rely on nominee shareholders — these are illegal and risky.

• BOI route: if eligible, BOI promotion can permit 100% foreign ownership plus tax and visa/work-permit facilitation — but it requires meeting investment, local employment and performance conditions.

7) Employment and immigration consequences

If you plan to recruit foreign staff:

• Budget registered capital against two million THB per foreign work permit rule-of-thumb used by authorities and banks (confirm current practice for your industry). Lenders and immigration officers use registered capital as a signal of substance.

• Prepare corporate documents and local employee evidence for work-permit applications; the Labour Department requires consistent company operations (paid staff, real office) to approve foreign hires.

8) Tax, accounting and compliance

After incorporation register for corporate tax (standard rate 20% unless qualifying for incentives), withholdings, and VAT when required. Keep statutory books, hold annual shareholders’ meetings, file annual financial statements (audited when thresholds are met) and submit annual returns to the DBD. Tax and filing non-compliance triggers fines and may affect visa/work-permit renewals.

9) Speed bumps & common reasons for rejection

• Weak evidence of capital payment (banks often require visible remittance into Thai bank accounts).

• Unclear business objectives that attract FBA scrutiny.

• Incomplete statutory meeting minutes or improperly witnessed MOAs.

• Using nominee Thai shareholders to bypass FBA rules — this risks criminal and civil consequences. Use legitimate BOI or licensing routes instead.

10) Practical checklist before you go to the DBD

• Finalize company name and three alternative names.

• Prepare passports/ID and translated documents for foreign promoters.

• Decide registered capital and have bank evidence ready (especially if capital is high).

• Draft MOA and Articles (local counsel recommended).

• Book statutory meeting and prepare minutes.

• Check whether BOI promotion or special licenses are needed for your activities.

• Engage a licensed agent to submit DBD filings and follow up.

Conclusion

Registering a Thai limited company is a routine administrative process if you plan carefully: choose the right activity, set realistic capital, prepare supporting bank and corporate documents, and be mindful of the Foreign Business Act. For foreign investors the two most important strategic decisions are (1) whether to pursue BOI incentives to allow majority foreign ownership, and (2) how much registered capital to allocate to support work permits and banking. Work with local counsel or a trusted company-formation service to avoid rework and to get operations started quickly