company registration

Building Your Business on a Strong Legal Foundation

Starting a business in Thailand is an exciting opportunity but the process can also feel complex if you are unfamiliar with local laws, regulations, and procedures for corporate registration. The truth is, the right company structure is more than just a legal formality, it’s the foundation that determines how your business will operate, grow, and protect its assets.

At our firm, we understand that entrepreneurs and investors want to focus on building their vision, not navigating paperwork and bureaucracy. That’s why we offer end-to-end legal support for company registration in Thailand, guiding you through every stage from choosing the right business structure to completing all official filings with the Department of Business Development (DBD).

Whether you are a Thai entrepreneur looking to expand, or a foreign investor entering the Thai market, our role is to make the setup process smooth, secure, and compliant with Thai law. With professional assistance, you not only save valuable time but also avoid common pitfalls that can cause costly delays or legal complications in the future.

Definition and Legal Meaning

A Thai Limited Company is a business entity incorporated under the Civil and Commercial Code of Thailand. It is the most widely used structure for both Thai entrepreneurs and foreign investors because it provides limited liability protection to shareholders, meaning their liability is limited to the amount of unpaid shares they hold.

This structure is similar to a “Private Limited Company” in other jurisdictions and is legally recognized as a juristic person separate from its owners. Once registered, the company can own property, enter into contracts, sue and be sued in its own name.

Key Features of a Thai Limited Company

• Shareholders: Minimum of 2 shareholders. Shareholders can be Thai or foreign individuals/entities.
• Directors: At least one director must be appointed to manage the company and represent it legally.
• Registered Capital: No fixed minimum, but at least 2 million THB is generally required if you plan to hire foreign employees (to meet work permit requirements).
• Shares: Must have a par value of at least 5 THB per share; shares can be ordinary or preference shares.
• Liability: Shareholders’ liability is limited to their unpaid share capital.
• Corporate Governance: Requires a Memorandum of Association, Articles of Association, and at least one statutory meeting before registration.

Why Investors Choose a Thai Limited Company

• Recognized as the most flexible and secure structure for doing business in Thailand.
• Easier to raise funds from multiple shareholders.
• Provides credibility with banks, suppliers, and potential partners.
• Offers a balance between legal protection and business flexibility.

Limitations

• For foreign investors: A Thai Limited Company must comply with the Foreign Business Act (FBA). This means that, unless special approval (such as an FBL or Treaty of Amity) is obtained, foreign ownership is generally limited to 49%, while Thai nationals must hold at least 51%.
• Certain businesses are restricted or require special licenses before commencing operations.

Your First Step Toward Business Success in Thailand

Registering a Thai Limited Company involves several legal and administrative steps. While the process is standardized under Thai law, small mistakes can cause costly delays. Here’s a clear roadmap to help you understand the journey:

Step 1: Company Name Reservation

• Submit a request to the Department of Business Development (DBD).
• The name must be unique and comply with naming rules (no restricted words, no duplication).
• Valid for 30 days once approved.

Step 2: Drafting the Memorandum of Association (MOA)

• Includes the company’s name, registered office, business objectives, capital, and shareholder details.
• Requires at least two promoters (shareholders) to sign.
• Filed with the DBD.

Step 3: Convening the Statutory Meeting

• Shareholders formally adopt the Articles of Association.
• Approve the share structure, appoint directors, and confirm auditor.
• Shares are considered subscribed (but not fully paid yet).

Step 4: Bank Letter Requirement (Thai Shareholder’s Proof of Funds)

If the company is being set up with foreign shareholders or directors, Thai shareholders are required to prove their investment ability by submitting a Bank Letter.

• The Bank Letter must show that the Thai shareholder has sufficient funds to cover the value of their shares.
• Example:
  • Registered capital: 1,000,000 THB
  • Par value: 100 THB per share → 10,000 shares total
  • Thai shareholder holds 51% (5,100 shares) → must show at least 510,000 THB in their bank account.

💡 Practical Tip: Some businesses choose to first register the company without foreign directors or shareholders (to avoid the Bank Letter requirement). Foreign shareholders/directors can then be added later through a change of shareholder or director filing.

Step 5: Company Registration with the DBD

• File the MOA, minutes of the statutory meeting, Bank Letter (if applicable), and other documents with the DBD.
• Upon approval, the company receives its Certificate of Incorporation and becomes a juristic person.

Step 6: Tax & Social Security Registration

• Register for Corporate Income Tax with the Revenue Department.
• If annual turnover exceeds 1.8 million THB, register for Value Added Tax (VAT).
• Register employees with the Social Security Office.

Step 7: Opening a Corporate Bank Account

• Required for managing company finances.
• Banks may require directors and shareholders to be physically present.
• Legal documents (Certificate of Incorporation, company seal, etc.) are needed.

Secure, Compliant, and Ready for Success

Setting up a company in Thailand is not only about completing forms, it’s about making sure your business stays compliant from day one. Here are the most important legal requirements you should know before registering your company:

1. Shareholding Rules

• A Thai Limited Company requires at least 2 shareholders.
• For businesses restricted under the Foreign Business Act (FBA), foreign ownership is generally limited to 49%, while Thai nationals must hold at least 51%.
• Foreign investors can hold a majority only with special approval such as a Foreign Business License (FBL) or under the U.S.–Thai Treaty of Amity.

2. Registered Capital

• No absolute minimum is required by law, but 2 million THB per foreign employee is typically needed for visa and work permit purposes.
• Capital must be subscribed by shareholders and partially paid up (at least 25%).
• Thai shareholders in companies with foreign involvement may be required to show proof of funds via a Bank Letter.

3. Directors

• A company must appoint at least one director, who has the authority to sign and represent the company.
• Directors’ names and authority clauses are registered with the DBD and must be strictly followed.
• Director’s duties: act in good faith, with due care, and in the best interests of the company. Directors can be personally liable if they act fraudulently or against the law.

4. Liability of Shareholders

• Shareholders’ liability is limited to the unpaid value of their shares.
• Example: If you hold 5,000 shares at 100 THB each, your liability is capped at 500,000 THB you cannot be forced to pay beyond this amount.

5. Corporate Governance & Compliance

• Articles of Association (AOA): internal rules of the company.
• Annual General Meeting (AGM): required for approving financial statements and other key matters.
• Annual Filings: companies must file audited financial statements and submit shareholder/director updates to the DBD.
• Taxes & Social Security: proper filings with the Revenue Department and Social Security Office are mandatory.

In short:

• Thai shareholders → majority control (unless exceptions apply)
• Capital → proof of funds may be required
• Directors → legally responsible for company’s acts
• Shareholders → liability limited to their share value
• Annual compliance → cannot be skipped without legal risk

Your Trusted Partner for Business Setup in Thailand

While some entrepreneurs consider handling registration on their own, the reality is that Thai company law has hidden complexities and even a small mistake can delay your business launch or expose you to legal risk. Partnering with an experienced law firm ensures that your company is built on a strong legal foundation from day one.

1. Smooth and Hassle-Free Process

We handle all paperwork, filings, and communications with government authorities, saving you valuable time and avoiding unnecessary delays.

2. Compliance with Thai Law

From the Corporate law and Foreign Business Act to shareholder fund verification requirements, we ensure your company complies fully with all legal obligations.

3. Tailored Business Structure

We don’t believe in a “one size fits all” approach. Our team reviews your goals, ownership structure, and business model to recommend the most suitable legal setup.

4. Avoiding Common Pitfalls

• Incorrect shareholder arrangements → risk of being declared a “nominee structure” (illegal).
• Missing compliance deadlines → penalties or risk of company dissolution.
• Errors in director authority clauses → problems with banking, contracts, and daily operations.

With professional guidance, these risks are eliminated before they arise.

5. Ongoing Legal Support

Beyond registration, we provide continuing support: contract drafting, employment law, tax planning, visa/work permit applications, and dispute resolution. We grow with your business.

Start Strong, Grow Confidently in Thailand

Registering a Thai Limited Company is more than a legal requirement, it is the first step to building a secure and successful business in Thailand. From shareholder structures and proof of funds to director duties and annual compliance, every detail matters.

By working with our firm, you don’t just avoid mistakes you gain the peace of mind that your company is established correctly, legally, and in line with your long-term goals.

📌 Whether you are a Thai entrepreneur or a foreign investor, our team is here to make the process smooth, fast, and reliable.

Start your business in Thailand with confidence. Contact us today for a consultation.