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Open a Thai Limited Company
A Thai private limited company is the standard business vehicle. Incorporate at the DBD with minimum 2 shareholders, MOA + Articles, paid-up capital, and authorised director(s).
Last reviewed: 2026-06-15 · by Anglo Siam Law Editorial Team · How we research this topic
TL;DR
Thai limited company: 2 shareholders min (since 2023 CCC Amendment 23), MOA + Articles drafted, name reservation at DBD, registration documents lodged, paid-up capital met, tax + VAT registrations. Total 2-4 weeks.
Overview
A Thai private limited company is the standard business vehicle. Incorporate at the DBD with minimum 2 shareholders, MOA + Articles, paid-up capital, and authorised director(s). This guide explains what to expect, your rights, and the steps you should take to protect yourself in this situation.
Immediate Steps to Take
Decide name and reserve it via DBD online (24-72 hr approval).
Draft Memorandum of Association (MOA) — names of promoters, objectives, registered capital, share structure.
Hold organisational meeting; appoint directors; adopt Articles of Association.
File registration documents with DBD via Bor.Or.Jor.1 + Bor.Or.Jor.5.
Receive Certificate of Incorporation (typically 1-2 weeks).
Tax ID + corporate income tax registration (Por.Or.10).
VAT registration (Por.Or.20) if turnover threshold reached or voluntary.
Open business bank account; setup social security registration if hiring.
Legal Considerations
Important legal points to understand about this situation:
Foreign Business Act B.E. 2542 restricts foreign majority in many sectors; BOI promotion or US Treaty of Amity can ease.
Civil and Commercial Code Amendment No. 23 B.E. 2566 (2023) reduced minimum shareholders from 3 to 2.
DBD beneficial-ownership disclosure rules apply to ultimate beneficial owners.
Key Statutes
| Statute | Reference | Note |
|---|---|---|
| Civil and Commercial Codeประมวลกฎหมายแพ่งและพาณิชย์ | §1096-1273 (private limited companies) | |
| Foreign Business Actพระราชบัญญัติการประกอบธุรกิจของคนต่างด้าว | B.E. 2542 (1999) |
Common Mistakes to Avoid
- Listing nominee shareholders to evade Foreign Business Act — illegal and void.
- Drafting MOA too narrowly — limits future activities.
- Skipping VAT registration when threshold reached (THB 1.8m turnover).
- No corporate-secretary continuity for ongoing filings.
Embassy Assistance
What Your Embassy Can Do
No role — pure DBD process.
Frequently Asked Questions
Can I be sole director?
Yes, if Articles allow; need at least 2 shareholders.
Minimum capital?
No statutory minimum but practical thresholds for FBA / BOI / work-permit requirements (commonly THB 2m+ per foreign work permit).
Expected Timeline
2-4 weeks for full operational readiness.
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Get Professional Help
When Legal Representation Matters
If you are experiencing open a thai limited company, immediate professional legal assistance is essential to protect your rights and navigate this situation effectively.
Anglo Siam Legal provides experienced legal services across Thailand for both Thai nationals and foreigners.
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