Company registration in Thailand: the foreigner's guide
Registration itself takes days and costs a flat 5,500 THB. The structure decision above it, where the Foreign Business Act bites, is the part worth getting right.
Company registration in Thailand is quick. A Thai private limited company is incorporated online through the DBD Biz Regist platform, often within days, for a flat government fee of 5,500 THB. The hard part is not the paperwork, it is the structure. The Foreign Business Act caps foreigners at 49% of the shares in companies operating restricted activities, and the restricted lists cover most service businesses.
- 5,500 THB flat government fee, any capital
- 2 minimum shareholders, not 3
- 49% foreign cap, restricted activities
- 2,000,000 THB capital per foreign work permit
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There are three realistic routes to majority or full foreign ownership: BOI promotion, a Foreign Business Licence, or the US Treaty of Amity if you are American. Less well known, 100% foreign ownership is perfectly lawful without any licence where the activity is not restricted, which includes most manufacturing and export. Registration takes days. Choosing the right structure is where you need advice, and where this guide starts.
At a glance (2026 figures)
- Government registration fee 5,500 THB flat
- Minimum shareholders 2
- Foreign cap, restricted activity 49%
- Capital per foreign work permit 2,000,000 THB
- Corporate income tax 20%
- VAT rate 7%
- VAT registration threshold 1,800,000 THB/year
- Where you register Online, DBD Biz Regist
Choosing a company structure
Most foreign-run businesses in Thailand end up as one of five vehicles. The comparison below is the decision most readers need to make before anything gets filed.
| Structure | Foreign ownership | Minimum capital | Time to set up | Best for |
|---|---|---|---|---|
| Thai limited company | Up to 49% for restricted activities; 100% where the activity is not restricted | No general statutory minimum; in practice 2,000,000 THB fully paid up per foreign work permit | Days once documents are ready | Most trading and service businesses |
| BOI-promoted company | Up to 100% | Set by the promoted project’s conditions | 40 to 90 working days for the BOI review, plus incorporation | Manufacturing, tech and other promoted activities |
| Foreign Business Licence company | Up to 100% for the licensed activity | 3,000,000 THB per restricted activity | Case-by-case Ministry of Commerce review, materially longer than a standard registration | Restricted activities that BOI does not promote |
| Branch or representative office | Operates as the foreign parent | 2,000,000 THB general minimum for foreign entities, 3,000,000 THB where the activity needs a licence | Depends on licensing | Foreign companies executing contracts or testing the market |
| Partnership or sole proprietorship | A majority-foreign partnership counts as foreign under the Foreign Business Act | Varies | Days | Rarely the right vehicle for a foreigner |
If you are a US citizen or a US-majority company, the Treaty of Amity sits alongside these options and lets you own most business types outright. It is the first question worth asking, because it skips the 49% problem entirely for most activities.
The foreign ownership rules
The Foreign Business Act B.E. 2542 (1999) is the law behind the famous 49% figure, and it restricts activities, not foreigners as such. List 1 activities are prohibited to foreigners outright, including land trading, media and rice farming. Lists 2 and 3 are conditional: a majority-foreign company needs cabinet approval or a Foreign Business Licence to operate them, and List 3 covers most service businesses.
A company counts as foreign under the Act when foreigners hold half the shares or more. That is why the standard workaround is the 49/51 Thai limited company, with Thai partners holding the majority. It is also why the honest version of the rule is not “foreigners can only own 49%”. It is “foreigners can own 100% of a non-restricted business, and 49% of a restricted one unless they hold BOI promotion, a Foreign Business Licence, or Treaty of Amity protection”.
What you must not do is fake the 51%. Nominee shareholding, where Thai names hold shares on a foreigner’s behalf, is a criminal offence under section 36 of the Act. Both the nominee and the foreigner face up to 3 years in prison and fines of 100,000 THB to 1,000,000 THB, and DBD Order No. 2/2568, in force since 1 January 2026, requires Thai shareholders in foreign-partnered companies to show the source of their investment funds, with around 6,551 companies under in-depth investigation and in-person shareholder verification slated from around April 2026. Any adviser who calls nominees a grey area is selling you a criminal liability.
The structure decision is the one to get checked before you commit. Tell us what kind of business you are planning and roughly what investment, and a vetted legal partner will review your structure options before anything gets filed.
Company registration requirements and costs
Start with the number most older guides get wrong: a Thai private limited company needs a minimum of 2 promoters and shareholders, not 3. The Civil and Commercial Code Amendment Act (No. 23) B.E. 2565 cut the minimum from 3 to 2 with effect from 16 February 2023, and most competitor pages still carry the old figure.
The government fee is equally misreported. Since 21 April 2018 the Department of Business Development charges flat fees regardless of registered capital: 500 THB for the Memorandum of Association and 5,000 THB for the company registration, 5,500 THB in total, plus small extras such as roughly 200 THB stamp duty and 40 to 100 THB per certified document. The old formula of 6,500 THB per 1,000,000 THB of capital died in 2018, and the half-price 2,750 THB online rate expired on 31 December 2023. A 50% reduction still exists, but only in the southern border provinces special development zone, so ignore any page offering you a nationwide discount.
| Item | Requirement or cost |
|---|---|
| Minimum promoters and shareholders | 2 (reduced from 3 on 16 Feb 2023) |
| Government registration fee | 5,500 THB flat (500 THB MoA plus 5,000 THB registration), any capital amount |
| Minor official extras | About 200 THB MoA stamp duty; 40 to 100 THB per certificate |
| Registered capital, plain Thai company | No general statutory minimum |
| Registered capital, foreign work permits | 2,000,000 THB fully paid up per foreign work permit; 1,000,000 THB if the foreigner has a registered Thai marriage |
| Registered capital, restricted activity | 3,000,000 THB per licensed activity |
| Professional fees | Quoted per engagement by the lawyer or incorporation service, on top of the government fee |
The capital rules are where budgets are really set. There is no meaningful statutory minimum for a majority-Thai company, but every foreign work permit you sponsor requires 2,000,000 THB of fully paid-up capital, so a company employing its foreign founder starts there in practice.
Company registration step by step
Company registration in Thailand now runs entirely through DBD Biz Regist, the platform that replaced the old e-Registration system in 2025, and since 1 July 2026 incorporation of new private limited companies is online only, so any guide describing a walk-in registration at a DBD office is out of date.
- Reserve the company name
Through Biz Regist.
- File the Memorandum of Association
A 500 THB fee, naming your 2 or more promoters.
- Hold the statutory meeting
To adopt the articles, appoint directors and allocate shares.
- Register the company
A 5,000 THB fee. With documents in order this step can complete the same day.
- Receive your 13-digit registration number
It has doubled as the company’s tax ID since 2012. Older guides tell you to register for corporate tax within 60 days as a separate step, and that instruction is obsolete.
- Register for VAT
With the Revenue Department if your turnover will pass 1,800,000 THB a year, or voluntarily if it suits your invoicing.
- Sort the immigration side
If foreigners will work in the business, apply for a Non-B business visa and then a work permit before doing any work, including working in your own company.
The registration itself is genuinely fast. The slow parts sit either side of it: the structure decision before, and the visa and work permit sequence after, which has its own capital and staffing thresholds.
BOI promotion
The Board of Investment is Thailand’s investment promotion agency, operating since 1966 under what is now the Investment Promotion Act B.E. 2520 (1977). If your activity is on the BOI’s promoted list, promotion is the cleanest route to 100% foreign ownership, and the incentives go well beyond the shareholding.
A promoted company can receive corporate income tax exemption for up to 8 years, extendable to a total of 13 years for advanced technology and innovation activities under the Competitiveness Enhancement Act, per the Board of Investment. It can own the land it operates from, import machinery with duty relief, and bring in foreign experts through a fast-track work permit process that bypasses the usual capital-per-permit arithmetic.
The review is structured by project size: 40 working days for investments under 200,000,000 THB, 60 working days under 2,000,000,000 THB, and 90 working days above that, counted from a complete application. Add incorporation and post-approval steps and a BOI company realistically takes months, not days.
The honest caveat: BOI is built for promoted activities such as manufacturing, software and regional headquarters, not for small service businesses. A restaurant, agency or consultancy will almost never fit a promotion category, and chasing BOI status to solve an ownership problem it was not designed for wastes months. For most small businesses the real choice is the 49/51 structure done properly.
Corporate tax and VAT registration
Thai corporate income tax is 20%, and has been since 2013, so treat any page quoting 30% as a decade out of date. Small companies do better: an SME with paid-up capital of 5,000,000 THB or less and turnover of 30,000,000 THB or less pays 0% on its first 300,000 THB of net profit, 15% from 300,001 to 3,000,000 THB, and 20% above that, per the Revenue Department.
VAT is charged at 7%. The statutory rate is 10%, held down by a rolling Royal Decree, and the current extension runs to 30 September 2026. A further extension to 2027 has cabinet approval but was not yet confirmed in the Royal Gazette when this page was last checked, so treat 7% as the working rate that gets renewed year to year.
VAT registration is mandatory once turnover passes 1,800,000 THB a year under section 81/1 of the Revenue Code, and voluntary below it. Once registered you file the PP.30 VAT return monthly, whether or not you traded.
Corporate income tax runs on two returns. The annual PND.50 is due within 150 days of your fiscal year-end. The PND.51 half-year return is a prepayment based on your own profit estimate, and underestimating carries a surcharge of 20% of the shortfall, which makes it a classic first-year trap. Companies also act as withholding agents, deducting tax at source from payments such as rent, service fees and dividends and remitting it monthly. Directors pay personal income tax on their salaries separately, covered in our guide to income tax on work permits.
Ongoing accounting obligations
A Thai company is a filing machine from month one, profitable or not. Monthly, it submits withholding tax returns and social security filings for employees, alongside the PP.30 if VAT-registered. Social security registration is mandatory once you hire staff.
The annual cycle is fixed by law. Financial statements must be audited by a licensed Thai auditor every year, with no small-company exemption, the annual general meeting must approve them within 4 months of the fiscal year-end, the approved statements must be filed with the DBD within 1 month of the meeting, and accounting records must be kept for 5 years.
Practically, nobody runs this in-house at the small end. A bookkeeping firm handling monthly filings, payroll, withholding and the annual audit liaison is a standard fixed cost of operating, and budgeting for it belongs in the business plan next to the registered capital. One caution: a Thai company is a vehicle for running a business, not for holding a house. If you are looking at companies as a route to residential property, read the warnings in our guide to buying property in Thailand first.
What to do next
Decide the structure before you touch the paperwork. Confirm whether your activity is restricted under the Foreign Business Act, check the Treaty of Amity if you are American, and test BOI fit only if you are in a genuinely promotable activity. Then registration itself is the easy part: 2 shareholders, 5,500 THB, online through Biz Regist, often within days.
Budget for what follows: 2,000,000 THB paid-up capital per foreign work permit, VAT registration at 1,800,000 THB turnover, and a monthly filing routine with a mandatory annual audit. Get the structure reviewed by someone qualified before you sign anything, because shares are much easier to allocate correctly than to reallocate later.
Frequently asked questions
Can a foreigner own 100% of a Thai company?
Yes, in two situations. If the activity is not restricted under the Foreign Business Act, such as most manufacturing and export, 100% foreign ownership is lawful with no special licence. For restricted activities, which include most services, you need BOI promotion, a Foreign Business Licence, or Treaty of Amity protection if you are American. Otherwise the cap is 49%.
How many shareholders do I need to register a Thai company?
Two. The minimum dropped from 3 to 2 on 16 February 2023 under the Civil and Commercial Code Amendment Act (No. 23). Many older guides still say 3.
How much does it cost to register a company in Thailand?
The government fee is a flat 5,500 THB (500 THB for the Memorandum of Association plus 5,000 THB for registration), regardless of capital, plus small stamp and certificate fees. Professional fees for a lawyer or incorporation service come on top.
How long does company registration take?
The registration itself takes days, and the DBD step can complete the same day through Biz Regist. Routes needing approvals take far longer: a BOI review alone runs 40 to 90 working days depending on investment size, and a Foreign Business Licence is a case-by-case review measured in months.
What is the minimum capital for a Thai company?
There is no general statutory minimum for a majority-Thai company. In practice capital is set by other rules: 2,000,000 THB fully paid up per foreign work permit (1,000,000 THB if the foreigner is married to a Thai national), and 3,000,000 THB per FBA-restricted activity.
Do I need to register for VAT?
Only once your turnover passes 1,800,000 THB a year, though you can register voluntarily below that. Once registered you must file the PP.30 return every month, even for months with no sales.
Are nominee shareholders legal in Thailand?
No. Using Thai nominees to disguise foreign ownership is a criminal offence under section 36 of the Foreign Business Act, carrying up to 3 years in prison and fines of 100,000 THB to 1,000,000 THB for both sides. Since 1 January 2026 the DBD requires Thai shareholders in foreign-partnered companies to evidence their source of funds. The lawful routes are BOI, a Foreign Business Licence or the Treaty of Amity.
What taxes will my company pay?
Corporate income tax at 20%, or SME rates of 0%, 15% and 20% by profit band if you qualify. VAT at 7% once registered. The company also withholds tax on certain payments and remits it monthly, and every company files an audited annual return.
What visa do I need to start a company in Thailand?
You can own shares on any status, but working in the business, even your own, requires a Non-B business visa and a work permit. The company needs 2,000,000 THB of paid-up capital for each foreign work permit it sponsors.
What is BOI promotion and is it worth it for a small business?
BOI promotion gives qualifying companies up to 8 years of corporate income tax exemption, 100% foreign ownership, land ownership rights and streamlined work permits. It is aimed at promoted activities such as manufacturing and technology. For a small service business it is usually not available, and the 49/51 structure done lawfully remains the realistic route.