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One-Person Limited Company (OPLC)
Thailand's new One-Person Limited Company structure introduced by Civil and Commercial Code Amendment Act No. 23 B.E. 2566 (2023) — sole shareholder/sole director, filing requirements, advantages, and disadvantages.
Overview
Until 2023, every Thai private limited company needed at least three promoters (reduced to two, in the same amendment) and could not have a single shareholder. The Civil and Commercial Code Amendment Act No. 23 B.E. 2566 (2023) — พระราชบัญญัติแก้ไขเพิ่มเติมประมวลกฎหมายแพ่งและพาณิชย์ (ฉบับที่ 23) พ.ศ. 2566 — effective 7 February 2023, reduced the minimum number of shareholders to two and, more dramatically, introduced a One-Person Limited Company (OPLC / บริษัทจำกัดที่มีผู้ถือหุ้นคนเดียว) where a single individual serves as both sole shareholder and sole director. The OPLC retains the limited-liability shield of a traditional company while sparing solo entrepreneurs the cost of finding nominal co-shareholders.
Key Points:
- Legal basis: Civil and Commercial Code Amendment Act No. 23 B.E. 2566 (2023) (พ.ร.บ. แก้ไขเพิ่มเติม ป.พ.พ. (ฉบับที่ 23) พ.ศ. 2566), effective 7 February 2023
- One natural person may simultaneously be sole shareholder and sole director
- Limited liability is preserved — personal assets remain protected from company debts in the ordinary course
- Memorandum of Association is signed by the single promoter and filed at the Department of Business Development (DBD / กรมพัฒนาธุรกิจการค้า)
- Annual audited financial statements and tax filings remain mandatory
- Foreign nationals may form an OPLC, but the company is automatically a 'foreigner' under Foreign Business Act B.E. 2542 (1999) and must satisfy FBA, BOI, or Treaty-of-Amity routes for any restricted activity
Formation Process
The OPLC formation process is simpler than a multi-shareholder limited company, but the corporate-governance documents are still required.
- Reserve company name with DBD (valid 30 days)
- Single promoter signs Memorandum of Association declaring sole-shareholder/sole-director status
- Articles of Association adapted to single-member governance
- Subscribe and pay up the shares (minimum 25% of registered capital under Section 1108)
- Register with DBD and obtain certificate of incorporation
- Register for corporate income tax with Revenue Department; register for VAT if turnover exceeds THB 1.8 million per year
Advantages
The OPLC fills the gap between sole proprietorship (no liability shield, Thai-only) and full multi-shareholder limited company.
- Limited liability without needing nominal co-shareholders
- Avoids historic friction of recruiting friends/family as nominee shareholders (and the FBA/nominee risk that practice created)
- Lower governance overhead — single signatory for board resolutions
- Easier to transfer business by share sale than a sole proprietorship
- Eligible for VAT registration, work-permit sponsorship (subject to capital), and corporate banking
Disadvantages and Practical Constraints
The OPLC is not a panacea — concentrated control comes with concentrated personal risk and some practical limitations.
- Court 'piercing the corporate veil' more likely where the sole shareholder routinely commingles personal and company funds
- No second director to share fiduciary, tax, and labour-law liability under Civil and Commercial Code Section 1168
- Work-permit applications generally require the foreign owner-director to satisfy the 4 Thai employees : 1 foreigner ratio at the operating company
- Some banks and counterparties remain unfamiliar with the structure and may impose extra KYC steps
- Conversion to multi-shareholder form requires share transfer plus DBD filing
Relevance for Foreign Nationals
Foreign entrepreneurs running solo consulting or trading operations now have a simpler, fully on-the-books vehicle. However, the OPLC does NOT change Foreign Business Act treatment — a foreign-owned OPLC is a 'foreigner' for FBA purposes from the moment of incorporation. Pair the OPLC with BOI promotion, Treaty of Amity (US nationals), or an FBL where the business activity is restricted.
Related Topics
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