Company Registration Thailand: What Foreign Investors Need to Know

Ready to unlock your business potential in one of Southeast Asia’s most exciting markets? For over two decades I’ve guided international investors through the FDI landscapes of Vietnam, China and Malaysia. Today I want to focus on a market full of opportunity but with unique rules: Thailand. Registering a company here is easy, but securing legal control and avoiding hidden compliance traps is a different game altogether.

When considering business in Thailand it’s essential to understand the unique legal and regulatory environment, including local company structures and government incentives.

Choosing the wrong corporate structure in Thailand can lead to licensing delays, limited operational control or unexpected tax burdens. For foreign investors success isn’t just about market entry; it’s about smart, compliant structuring from day one.

Key Points

• Foreign Share Limits: Under the Foreign Business Act (B.E. 2542), foreigners are generally limited to 49% equity in restricted sectors. However, there are a few ways to exceed this:
  • BOI Promotion: Investors can seek promotion from the Board of Investment, which may grant up to 100% foreign ownership.
  • U.S.–Thailand Treaty of Amity: U.S. nationals can rely on this treaty to hold a majority stake in a company.
• BOI Promotion Benefits: If your activity qualifies under the Board of Investment (Investment Promotion Act B.E. 2520), you may obtain up to 100% foreign equity, corporate‑income‑tax exemptions (up to 8 years), permission to own land, and expedited visa and work‑permit issuance under Thailand’s Immigration and Alien Employment Acts.
• No Nominees Allowed: Under the Civil and Commercial Code and the Foreign Business Act, nominee shareholding to bypass foreign-ownership caps is illegal and carries penalties including fines and imprisonment. Instead of using nominees, you can legally secure effective control through: BOI promotion, Preferred-share structures, or Shareholder agreements.
• Digitalization is Streamlining the Process: Thailand’s Department of Business Development now offers an e‑Registration portal (per DBD Notification 2018) for name reservation, Memorandum of Association filing and company incorporation—reducing processing times and paperwork.
• Government Policy is Pro-Investment: The Thai government is actively working to attract more foreign capital, new legislation is being considered to ease regulations for certain industries.

Company Registration Structures in Thailand

Your choice of structure is the single most important decision you’ll make. It determines your level of control, tax exposure and ability to operate. Choosing the right business entity and business structure is key to legal compliance and operational success in Thailand.

The 3 Most Common Structures for Foreign Investors

1. Private Limited Company: This is the most common structure. Requires a minimum of 3 promoters to register and is usually set up with a Thai majority (at least 51% ownership). Good for joint ventures or businesses where a local partner is a strategic asset. Private limited companies are a legal form regulated by the Civil and Commercial Code, separate from public limited companies and is the Thai equivalent of a limited liability company in other jurisdictions.
2. BOI-Promoted Company: This is the game-changer for serious investors in strategic sectors. Getting promotion from the Thailand Board of Investment (BOI) can give you 100% foreign ownership, multi-year tax exemptions and permission to own land. Both private and public limited companies are types of limited companies recognized under Thai law.
3. Representative Office: This is a non-trading entity limited to activities like sourcing goods, providing information to a head office or quality control. Cannot generate income in Thailand but serves as a low cost market exploration vehicle.
4. Branch Offices / Branch Office: A branch office is an extension of a foreign company that can generate income in Thailand. Branch offices must be registered and comply with local regulations but are not considered a separate legal entity under Thai law; instead they are part of the foreign company’s head office.

To make it clearer here is a quick comparison:

Foreign companies and foreign companies can establish branch offices or representative offices in Thailand but these are not considered separate legal entities under Thai law. To register a Thai limited company the process involves reserving a company name ending with 'Limited', preparing the Memorandum of Association and registering with the Department of Business Development (DBD).

A Thai company limited is a popular business structure similar to an LLC in the US or private limited companies in Singapore and is subject to ownership requirements favoring Thai owned companies. The choice between a Thai company, Thai company limited or other business structures will depend on your investment goals and compliance needs under Thai law.

Thailand’s Foreign Ownership Rules—What You Need to Know

This is where strategic insight becomes critical. Thailand welcomes foreign investment but protects certain industries. Foreign businesses must navigate a complex regulatory environment and comply with specific requirements under Thai law including the Foreign Business Act to establish and operate in the country.

Understanding the Foreign Business Act (FBA)

The FBA is the central law governing foreign participation in the Thai economy. It restricts foreign majority ownership in a wide range of sectors including media, agriculture and certain services. To exceed the 49% foreign ownership cap in a restricted business you must obtain a Foreign Business License (FBL) – a difficult and time consuming process.

Board of Investment (BOI) as a Foreign Control Gateway

For most ambitious FDI projects the BOI is the most effective path to majority ownership. The BOI actively promotes investment in sectors that align with Thailand’s national development goals. According to legal intelligence platform Lexology, the BOI’s priorities for 2025 are clearly focused on high-tech, green and high-value industries.

Securing BOI promotion is like getting a VIP pass: it not only grants potential 100% ownership but also comes with a package of tax holidays, simplified visa and work permit process for foreign staff and the right to own land.

And the government is signaling it wants to open the doors even wider. A proposed law reported by Reuters in early 2025 aims to ease regulations for financial businesses to attract more foreign capital, a clear sign of a pro-investment stance.

Treaties That Allow 100% Foreign Ownership

For American investors the US–Thailand Treaty of Amity is a powerful tool. It allows US citizens and businesses to hold a majority share in or wholly own a company in Thailand and grants them the same rights as Thai nationals. This treaty exempts them from most of the FBA’s restrictions except for transport and communications sectors.

The Company Registration Process—Step-by-Step

While the strategy is complex the administrative process is becoming more streamlined. Thailand’s Department of Business Development (DBD) has moved much of the registration process online a welcome development for foreign investors. According to legal tech firm Belaws, this digital shift has made procedures like company name reservation and submission of the Memorandum of Association significantly faster.

Here is a simplified timeline:

1. Name Reservation: Reserve your company name via the DBD’s online portal. It is important to choose unique and compliant company names as the DBD must approve the proposed company name to ensure it meets legal requirements and is not already in use.
2. File Memorandum of Association (MOA): The MOA outlines the proposed company’s objectives, business activity, share capital and must include the names of at least one director. It must be signed by at least three promoters.
3. Hold Statutory Meeting: The promoters formally approve the company’s articles of association and appoint the board of directors. The company’s capital including paid up capital and share capital must be specified and documented as part of the registration process.
4. Register the Company: Submit all documents to the DBD. Registration fees including the registration fee and company registration fees must be paid to the business registration office.
5. Post-Registration: Register for a tax ID and Value Added Tax (VAT) within 60 days of incorporation. It is important to keep the company registered and update the business registration office with any changes, such as changes in business activity or accounting periods.

Existing registered partnerships may need to follow specific procedures if converting to a limited company.

Companies may also benefit from non tax incentives in addition to tax incentives as part of the government’s efforts to promote investment.

A common pitfall is under-capitalization. While the minimum is low your registered capital should be sufficient to cover initial expenses and demonstrate credibility to partners and immigration officials.

Financial Requirements and Opening a Corporate Bank Account

For foreign investors setting up a company in Thailand understanding the financial requirements and the process of opening a corporate bank account is crucial for smooth business operations and long term compliance. The Foreign Business Act and the Civil and Commercial Code set out specific rules that must be followed during the company registration process especially for foreign owned companies and those seeking a foreign business license.

A key financial consideration is the registered capital of your Thai limited company. While the legal minimum is low in practice it is recommended to have at least THB 2 million in registered capital for each foreign employee you plan to sponsor for a work permit. This not only demonstrates financial credibility to the Department of Business Development (DBD) and the Ministry of Commerce but also supports your business development and visa applications.

Once your company registration is complete and you have received your business registration certificate from the DBD the next step is to register with the Revenue Department to obtain a tax identification number. This is a prerequisite for opening a corporate bank account with a Thai commercial bank.

Banks will require a comprehensive set of documents including your company’s registration certificate, the Memorandum of Association, a list of company directors and shareholders and in some cases initial financial statements. Ensuring all documents are in order will help avoid delays in the account opening process.

Thai companies are required to prepare and submit annual financial statements which must be audited and certified by a licensed auditor. These financial statements must be filed with the Revenue Department within 150 days after the end of each accounting period. Additionally if your company’s annual turnover exceeds THB 1.8 million you must register for Value Added Tax (VAT) and comply with ongoing VAT filing requirements.

Corporate income tax is generally 20% of net profits and all companies in Thailand are required to pay corporate income tax on their earnings. However tax incentives and exemptions may be available for companies promoted by the Board of Investment (BOI) or those operating in targeted industries. You should review your business activities and structure to determine eligibility for these benefits.

Foreign ownership restrictions may require you to have Thai shareholders in your company structure depending on your business activities and whether you have obtained a foreign business license. In some cases preference shares can be used to give foreign shareholders enhanced voting rights or dividend priority while still complying with Thai law.

Given the complexity of financial compliance tax obligations and banking procedures in Thailand it is highly recommended that foreign investors consult with a professional advisor. This ensures your company registration details are accurate your business structure is compliant with the Foreign Business Act and the Civil and Commercial Code and you are positioned to take full advantage of available tax incentives and business development opportunities in the Thai market.

Structuring for Scalability and Foreign Investment Compliance

This is where a business consultant with deep FDI experience becomes your most valuable asset.

The Elephant in the Room: Nominee Structures

Some investors are tempted to use Thai “nominee” shareholders to hold the majority 51% stake on paper while the foreign investor retains effective control. Let me be direct: this is illegal under Thai law and carries severe risks including fines imprisonment and the potential voiding of your business license. The prohibition of nominee structures and the compliance requirements for company registration are clearly set out in the Thai Civil and Commercial Code which forms the core of Thai civil law governing business operations.

There are legal ways to protect your interests. Well-drafted shareholder agreements preference shares with weighted voting rights and most effectively the BOI promotion route are all risk-proof strategies to maintain control without breaking the law.

When to Consider BOI Promotion—and When Not To

BOI promotion is a powerful tool but it’s not for everyone. It makes sense if your business is in a prioritized sector you plan to make a significant capital investment and you need the benefits of 100% ownership and streamlined work permits to scale.

However BOI status comes with strict compliance and reporting obligations. If your business is a small-scale service firm with limited need for foreign staff the administrative overhead may outweigh the benefits. In that case a joint venture with a trusted local partner might be a more pragmatic path.

Thailand Rewards the Right Setup—But Punishes the Wrong One

Thailand offers immense business potential. Its strategic location skilled workforce and pro-investment government make it a top destination for FDI in ASEAN. But success hinges on choosing the right structure and understanding the nuances of foreign control from the very beginning.

My team and I specialize in creating seamless compliant company formation processes and long term market strategies for investors in Thailand and across the region. If you want control speed and legal clarity for your Thai venture it all starts with smart structuring. Let’s partner to turn challenges into strategic wins.

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