Setting up a company in Thailand is straightforward on paper and full of traps in practice: the choice of legal form, the restrictions on foreign ownership, the founder’s visa and work permit, and the tax registrations all have to fit together. This guide walks through the steps in the order in which they arise. A longer version is available in French: créer une entreprise en Thaïlande.
1. Define the project
Before any paperwork, be precise about the sector, the products or services, the target market and the short- and long-term objectives. In Thailand this is not a formality: the activity determines whether foreign ownership is allowed, which licences are needed and whether Board of Investment incentives are available. A solid business plan, with a market analysis, a marketing strategy, a realistic financial plan, an organisational structure and a feasibility study, will also be required by banks, by the immigration authorities for a business visa and by the BOI.
2. Choose the legal form
The main vehicles available in Thailand are the following.
Sole proprietorship. Advantages: easy to set up, no minimum capital, full control, profits accrue to the owner. Requirements and drawbacks: the owner is liable for all debts of the business, with no legal separation between owner and business. Rarely suitable for a foreigner, who in any case needs a work permit.
Private limited company (Co., Ltd.). The standard choice. Advantages: shareholders’ liability is limited to their shares, legal separation between shareholders and company, shares can be transferred, minimum capital of 1 baht in theory. Requirements: at least two shareholders since the 2023 amendment of the Civil and Commercial Code (three previously), statutory registers, annual filing of accounts with the Ministry of Commerce, and in practice a registered capital of 2 million baht per foreign employee to support a work permit (1 million when the foreigner is married to a Thai national). A Thai director or authorised signatory is often needed for practical reasons (bank, licences).
Public limited company. Advantages: ability to raise funds on the stock market, free transferability of shares, legal separation. Requirements: at least fifteen shareholders, minimum capital of 5 million baht, annual filing of accounts, compliance with the rules of the Securities and Exchange Commission. Not relevant for a start-up.
Limited partnership. Advantages: easy to set up, no minimum capital, flexible management and profit sharing. Requirements: at least two partners, one with limited and one with unlimited liability.
Registered ordinary partnership. Same advantages; all partners are jointly and severally liable without limit.
Requirements and advantages vary with the type of activity and the specifics of each business; the choice should be made with the FBA and the work-permit rules in mind.
3. The Foreign Business Act
Thailand has a body of laws and regulations specific to business, foremost among them the Foreign Business Act (FBA). The FBA regulates foreign participation in certain activities and identifies three lists:
- Activities reserved for Thai nationals, which foreigners may not carry on at all: for example retail trade below certain thresholds, some professional services, media, and certain agricultural activities.
- Activities requiring a special licence for foreign participation: financial services, telecommunications, air and sea transport, medical services and others. Criteria and procedures are specific to each activity.
- Activities restricted for reasons of national security, where the authorities may impose limits or conditions on foreign participation.
A company is “foreign” under the FBA when foreigners hold half or more of its shares. The Act sets out the procedures and requirements for foreign companies and provides for sanctions, including fines and imprisonment, in case of non-compliance. Structuring the shareholding lawfully, applying for a Foreign Business Licence or relying on BOI promotion are the legitimate ways forward; using Thai nominee shareholders to disguise foreign control is not, and exposes both the company and its directors. A lawyer in Bangkok will confirm which list, if any, applies to your activity before you incorporate.
4. The Board of Investment
The Board of Investment (BOI) is the government agency that promotes foreign investment. Companies promoted by the BOI benefit from:
- tax incentives: exemption from corporate income tax for a set period, generally three to eight years depending on the activity;
- reductions or exemptions of import duties on machinery, equipment and raw materials used in production;
- foreign ownership: in many sectors the BOI allows 100 % foreign shareholding;
- work permits and visas: simplified procedures for work permits for expatriates and long-stay visas for investors and their employees;
- assistance and support: help with administrative procedures, resolution of investment-related problems, advisory services;
- infrastructure and services in special economic zones and industrial estates.
Conditions and criteria apply to each promoted category. Eligibility should be checked before incorporating, because the structure of the company depends on it.
5. The right visa
Several visas are available to set up a company:
- Non-Immigrant “Business” (Type B): the usual visa for founders. It allows an initial stay of 90 days, extendable, and is supported by an invitation letter from the Thai company, proof of its registration and a detailed business plan.
- Non-Immigrant “Investor” (Type IM): for investments of at least 10 million baht in a BOI-promoted company or certain specific industries; initial stay of 90 days, extendable.
- Work visa and work permit: any position held in your own company requires a work permit issued by the Ministry of Labour, generally for one year and renewable; the company’s registered capital and its ratio of Thai employees condition it.
The French-language article on the Smart Visa describes the programme for highly skilled professionals, investors and start-ups.
6. Registration steps
Once the project is defined, the legal form chosen and the business plan ready, the company is registered with the Department of Business Development of the Ministry of Commerce:
- Choose the legal form among those described above.
- Reserve the company name after checking its availability.
- Set the registered capital according to the chosen form, the licences and the work permits required.
- Draft the articles of association, which define the operating rules and the rights and responsibilities of shareholders or partners.
- Prepare the company declaration: registered address, objects, composition of shareholders or partners.
- File the documents with the Department of Business Development.
- Pay the registration fees and applicable duties.
- Receive the certificate of incorporation.
- Register for tax with the Revenue Department to obtain the tax identification number, and for VAT where required.
- Obtain other registrations and licences specific to the activity: business licence, operating licence, Foreign Business Licence.
Requirements and procedures vary with the legal form and the nature of the business.
7. Opening a corporate bank account
Choose a commercial bank offering corporate services (the main ones are Bangkok Bank, Kasikorn Bank, Siam Commercial Bank and Krungthai Bank), then gather the documents usually requested: certificate of incorporation, articles of association, company declaration, list of shareholders and directors, proof of the registered address, identity documents of shareholders, directors and authorised signatories, and the board resolution authorising the opening of the account. Attend the branch, preferably by appointment, complete the forms, submit the documents and pay the opening and maintenance fees. The bank verifies the information and issues the account number. Requirements vary from one bank, and even one branch, to another; check with the bank beforehand.
8. Tax and accounting
Corporate income tax. Companies pay corporate income tax on their profits at the standard rate of 20 %. Small and medium-sized enterprises benefit from reduced rates on the first tranches of taxable profit. BOI-promoted companies may be exempt for a set period.
Value added tax. VAT is levied at the standard rate of 7 %. Companies whose annual turnover exceeds 1.8 million baht must register with the Revenue Department and charge VAT on their sales; some activities are exempt.
Accounting obligations. Companies must keep accurate and up-to-date accounts under Thai accounting standards, prepare annual financial statements (balance sheet, income statement, cash flow statement) and keep supporting documents (transaction records, invoices, contracts).
Tax returns. Companies file an annual corporate income tax return (PND 50) and monthly VAT returns (PP 30), within the prescribed deadlines and with the corresponding payments.
Audit and filing. Annual financial statements are audited by a licensed auditor in Thailand and filed with the Department of Business Development.
These rules are general; a Thai accountant or tax adviser should confirm the obligations applicable to your company.
9. Running and growing the company
Growth strategy. Once the company is registered and operating, identify new business opportunities, expand into new markets, strengthen the online presence, build strategic partnerships and seek additional financing where needed.
Recruitment. Recruit qualified local talent who understand the Thai market and share the entrepreneurial vision, and put in place sound human-resources policies, including training and professional development.
Compliance. Thailand has strict labour and business regulations: written employment contracts, workplace safety, employees’ rights (including statutory severance pay based on seniority) and intellectual property. Legal advice at the outset avoids disputes later.
The business community. Joining professional associations, chambers of commerce, events and conferences remains the fastest way to build a network, exchange ideas and benefit from the advice of experienced entrepreneurs.
How the firm can help
Christophe Larrouilh Law Office advises foreign entrepreneurs on the choice of structure, FBA compliance, BOI applications, shareholder agreements, work permits and commercial contracts, and represents them in disputes with partners, suppliers or employees. Contact us through the contact form or by WhatsApp; we reply within 24 hours.
Frequently asked questions
Can a foreigner own 100 % of a Thai company?
Yes in activities that are not restricted by the Foreign Business Act, with a Foreign Business Licence, under BOI promotion or under certain treaties. In restricted activities without a licence, foreigners may hold less than half of the shares. Using Thai nominees to disguise foreign control is illegal.
How much capital do I need?
Legally very little, but in practice the registered capital must be consistent with the activity, the licences and the work permits: count 2 million baht of registered capital per foreign employee holding a work permit, unless BOI promotion applies.
How long does incorporation take?
Name reservation and registration can be completed within a few days once the documents are ready; tax and VAT registration, the bank account and the work permit add a few weeks. Sector licences and BOI promotion take longer.
Do I need a Thai partner?
Not necessarily. Unrestricted activities, licensed activities and BOI-promoted companies can be wholly foreign-owned. Where a Thai partner is involved, a shareholder agreement is essential to prevent disputes.
Which visa should I apply for first?
Most founders enter on a Non-Immigrant B visa supported by the company’s registration documents and business plan, then apply for a work permit once the company meets the capital and staffing requirements. Investors of 10 million baht or more in promoted sectors may use the Investor visa.
