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Starting a Business in Thailand as a Foreigner: Key Requirements and Cautions

  • Writer: gentlelawlawfirm
    gentlelawlawfirm
  • May 29
  • 3 min read

Updated: Jul 13


Businessman with tablet, text reads "Starting a Business in Thailand as a Foreigner" with key requirements. Serious mood, cityscape background.

Why It Matters to Get It Right from the Start

Thailand continues to attract foreign investors with its strategic location, skilled workforce, and pro-investment government policies. However, registering a company as a foreigner in Thailand is not as straightforward as it may seem. From local ownership rules to work permit eligibility, a single oversight can lead to legal complications or business failure.

This article offers a clear, legally accurate guide to help foreign entrepreneurs understand the basic company registration process in Thailand—what is allowed, what is restricted, and what to prepare for.





1. Understanding the Legal Framework: What Foreigners Can (and Can’t) Do

Under Thai law, foreigners face restrictions under the Foreign Business Act B.E. 2542 (1999), which limits foreign ownership in many types of businesses to a maximum of 49% unless a special exemption applies.

There are three common structures for foreigners starting a company in Thailand:

  • Thai majority company (51% Thai ownership): Most common and simplest path, but may involve nominee concerns if not structured properly.

  • BOI-promoted company: Eligible for full foreign ownership in specific industries (tech, export, manufacturing, R&D, etc.), along with tax and visa privileges.

  • US Treaty of Amity company: Available to US citizens, allowing 100% ownership in many sectors.


Example: A digital marketing consultant from France cannot own 100% of a marketing company in Thailand without BOI approval or partnership with Thai nationals.





2. Company Registration Steps: Process, Timeline & Key Documents


The basic company registration process consists of the following steps:

  1. Reserve Company Name with the Department of Business Development (DBD)

  2. Prepare and File the Memorandum of Association (MOA)

  3. Convene Statutory Meeting to adopt company bylaws and appoint directors

  4. Register the Company officially at the DBD

  5. Register for VAT and Social Security, if applicable

  6. Open a Corporate Bank Account


Key documents include:

  • Passports of all foreign directors/shareholders

  • Proof of address in Thailand

  • Shareholder structure showing Thai vs foreign ownership

  • Lease agreement for business address

  • Power of Attorney (if applicable)


Timeline: Typically 1–2 weeks for basic registration, longer if BOI or other licenses are involved.





3. Shareholding and Work Permit Implications

While a Thai majority-owned company is simpler to set up, foreign directors still face limitations regarding:

  • Eligibility for a Work Permit: The company must have a minimum of 2 million THB paid-up capital per foreign employee (or 1 million THB for a Thai spouse).

  • Hiring Foreign Staff: A standard ratio is 4 Thai employees per foreigner to support work permit applications.

  • Control Over Operations: Despite minority shareholding, you can structure the company to retain operational control through director roles and voting rights.

Caution: Avoid using nominee shareholders, which are illegal under Thai law and can result in criminal penalties or business closure.





4. Common Pitfalls for Foreign Founders in Thailand

Here are critical missteps that foreigners often make:

  • Assuming 100% Ownership is Always Legal: Without BOI or Treaty exemptions, it's not.

  • Signing Lease Before Company Is Registered: This can complicate the setup process.

  • Ignoring Tax Planning: Choosing the wrong structure can lead to excessive tax burdens or loss of BOI incentives.

  • Underestimating Cultural & Regulatory Gaps: Local advice is often essential to avoid compliance issues.





5. When to Consider BOI Promotion or Legal Counsel

If your business falls within BOI-eligible sectors (technology, software, biotech, logistics, etc.), applying for BOI promotion can:

  • Allow 100% foreign ownership

  • Reduce or eliminate corporate tax

  • Facilitate easier visa and work permit processes

However, BOI applications are complex and time-sensitive. Legal consultation is recommended to ensure your business model qualifies and application materials meet standards.





Practical Tips & Precautions

  • Use a reputable Thai accountant or legal firm familiar with DBD and BOI regulations.

  • Don’t rely on unofficial advice from forums or other expats; it may be outdated or illegal.

  • Plan 3–6 months ahead if your business needs foreign staff or special licenses.

  • Ensure all Thai shareholders have real economic participation, especially in Thai majority structures.





Conclusion: Structure Your Entry Carefully, or Risk Delays and Penalties

Company registration in Thailand as a foreigner is achievable, but not without legal nuances and compliance hurdles. With proper preparation, a clear understanding of ownership laws, and the right legal support, you can avoid costly mistakes and set a strong foundation for your business in Thailand.


If you’re planning to start a company in Thailand, Get a consultation with GENTLE LAW to ensure you structure your business legally and efficiently from day one.


We specialize in foreign-owned company formation, BOI strategy, and immigration compliance—all in one flexible, client-friendly process.


TAG : # NON B VISA

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