How to Register a Thai Company as a Foreign Investor: Step-by-Step Guide

gentlelawlawfirm
Jun 12
3 min read

Updated: Jun 23

Setting up a company in Thailand as a foreigner is a strategic move to access Southeast Asia’s second-largest economy. But to do it right—and legally—you must understand the key requirements, restrictions under the Foreign Business Act (FBA), and the correct legal process.

This article breaks down how to register a Thai limited company as a foreigner, what legal structures are allowed, and what to expect during each step of the registration.

Can a Foreigner Own a Thai Company?

Yes—but with restrictions.

Under the Foreign Business Act B.E. 2542, foreigners are generally limited to 49% ownership of a Thai company, unless:

They receive special approval (e.g., BOI, Treaty of Amity, or FBL)
The business falls outside restricted sectors

So most foreign-owned Thai companies are set up as Thai-majority (51% Thai shareholders) to comply with the law.

⚖️ Tip: Even with minority ownership, foreign investors can retain control through legal structuring (e.g., director control, preferential shares, or shareholder agreements). Speak to a qualified lawyer before using nominee shareholders—improper use is illegal.

Step-by-Step: Thai Company Registration for Foreigners

Here’s a simplified process to register a Thai limited company (Co., Ltd.):

✅ Step 1: Choose a Company Name

Submit 1–3 name options to the DBD (Department of Business Development)
Approved names are reserved for 30 days

✅ Step 2: Prepare the Company Structure

Minimum 3 individual promoters/shareholders (Thai or foreign)
At least one director (can be foreign)
Decide on company address, objectives, and registered capital
📌 To hire a foreigner later, the company must have at least 2 million THB paid-up capital per foreign employee.

✅ Step 3: File the Memorandum of Association (MOA)

Includes company name, objectives, capital, and shareholder details
Filed with the DBD using approved templates

✅ Step 4: Hold Statutory Meeting

Approve articles of association
Appoint directors and auditor
Confirm capital subscription

✅ Step 5: Register the Company

Submit the application to the DBD
Pay registration fee (approx. THB 5,500 for 1M THB capital)
Usually completed in 1–3 business days

Timeline Overview

Task	Duration
Name Reservation	1 day
MOA Preparation	1–2 days
Company Registration	1–3 days
Tax & VAT Registration	1–5 days
Opening Bank Account	2–7 days
Total Estimated Timeline	1–2 weeks

Post-Registration Essentials

Once the company is registered, you must:

Obtain Tax ID from the Revenue Department within 60 days
Register VAT (if income > THB 1.8M/year) or for any business hiring foreigners
Open a Thai corporate bank account (most banks require in-person director presence)
Hire staff & register with Social Security Office (SSO)

Can I Own 100% of the Company?

Yes—if:

Your business is not restricted under the FBA (e.g., export, manufacturing)
You receive Board of Investment (BOI) promotion or
You qualify under a foreign treaty, such as:
- U.S.-Thailand Treaty of Amity
- Australia-Thailand FTA
- Japan-Thailand Economic Partnership

These allow foreign ownership up to 100%, but come with extra conditions and approvals.

Cost Summary (Standard Thai Co., Ltd.)

Item	Estimated Cost (THB)
Name Reservation	Free
DBD Registration Fee	~5,500
Legal & Service Fees	25,000–60,000+
VAT Registration	Included
Bank Account Opening	Varies

📌 Legal costs depend on whether you need help with documents, nominee structuring, tax setup, or foreign licensing.

Common Pitfalls

❌ Using illegal nominee Thai shareholders
❌ Choosing business objectives restricted to foreigners
❌ Underestimating the capital needed to hire expats
❌ Skipping VAT registration when required
❌ Poor legal structuring that limits control

Summary

Topic	Details
Ownership	Max 49% for foreigners (unless exempted)
Legal Entity	Thai Limited Company (Co., Ltd.)
Minimum Shareholders	3 (individuals, any nationality)
Registered Capital	Any amount; 2M THB/expat if hiring
Registration Time	~1–2 weeks