Registering a Thai limited company is a crucial step for entrepreneurs, both local and foreign, who wish to establish a business presence in Thailand. A limited company is the most popular and widely accepted business structure in Thailand due to its credibility, flexibility, and relatively straightforward setup process. This type of company offers shareholders limited liability and allows for structured corporate governance. Whether you're starting a small enterprise or entering the Thai market as a foreign investor, understanding the procedures, legal requirements, and necessary documentation for company registration is essential.
This article will guide you through the complete process of registering a Thai limited company, from name reservation to tax registration, and highlight important legal and regulatory considerations.
A Thai limited company is similar to a private limited company in other jurisdictions. It is a legal entity separate from its owners (shareholders), and its liabilities are limited to the unpaid portion of the company’s shares.
The company must have:
Foreign investors can participate in a Thai limited company, but there are restrictions on foreign ownership in certain industries unless promoted by the Board of Investment (BOI) or protected under treaties such as the US-Thai Treaty of Amity.
The first step is to reserve a company name with the Department of Business Development (DBD), under the Ministry of Commerce. The name must:
You can submit three name choices through the DBD's online system. Approval usually takes 1–3 business days.
The Memorandum of Association includes the following key details:
The registered capital can be any amount, but certain visas and licenses require a minimum capital, such as THB 2 million for foreign business operations.
Once the MOA is filed, a statutory meeting must be held with the promoters and subscribers (shareholders). During this meeting, the following are resolved:
After the statutory meeting, the company must be officially registered with the DBD within three months. The application for registration includes:
The registration fee is approximately THB 5,500 per THB 1 million of registered capital (minimum THB 5,000). This step establishes the company as a legal entity.
Once the company is registered, it must apply for:
Applications are submitted to the Revenue Department.
The company needs a corporate bank account to manage finances and receive payments. Banks will usually require:
Some banks may have specific requirements, particularly if foreign shareholders or directors are involved.
If the company hires employees, it must register with the Social Security Office (SSO) within 30 days of hiring. Both employer and employee are required to contribute monthly to the social security fund.
Depending on the nature of your business, additional licenses may be necessary, such as:
Foreigners involved in restricted industries may need to apply for a Foreign Business License (FBL) unless exempt under BOI promotion or international treaties.
Under the Foreign Business Act (FBA), foreigners cannot hold more than 49% of shares in companies operating in restricted industries unless they obtain a Foreign Business License or are promoted by the BOI.
Applying for BOI promotion provides benefits such as:
BOI applications must demonstrate economic benefit to Thailand, such as technology transfer or employment.
Once the company is registered and has the required capital, it can sponsor work permits for foreign directors or employees. Typically, the company must employ four Thai staff per foreign work permit and maintain a capital of at least THB 2 million per foreign employee.
The full process of company registration typically takes:
With proper preparation and legal support, the process can be completed within 2–4 weeks.
Registering a Thai limited company is a well-defined process but requires careful attention to legal and regulatory requirements. From name reservation and company registration to tax compliance and licensing, each step must be completed accurately to ensure a smooth business launch. Whether you're a local entrepreneur or a foreign investor, engaging a qualified legal or corporate services firm can help you navigate the registration process efficiently, stay compliant with Thai law, and set your business up for long-term success.