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Starting a Company in Thailand: Complete Formation Guide
Step-by-step guide to registering a Thai Limited Company, BOI-promoted company, or branch office — from name reservation to opening a bank account.
Overview
This comprehensive guide walks you through every step of Starting a Company in Thailand: Complete Formation Guide, including required documents, timelines, and expert tips to help you navigate the process successfully.
Step-by-Step Process
Choose Your Business Structure
The most common structure for foreigners is a Thai Limited Company (บริษัทจำกัด). Alternatives include BOI-promoted company (allows 100% foreign ownership), branch office, or representative office.
Tips
- Thai Ltd: requires minimum 2 shareholders (reduced from 3 by Civil and Commercial Code Amendment Act No. 23 B.E. 2566 (2023), effective 7 February 2023), 51% Thai-owned (unless BOI/FBA)
- BOI: 100% foreign ownership possible, tax incentives, but requires promoted activity
- Branch office: extension of foreign company, limited to approved activities
Reserve Company Name
Submit 3 name choices to the Department of Business Development (DBD). The name must be unique and not misleading.
Documents Required
- Name reservation form
- Proposed company names (3 choices)
Tips
- Check name availability online at dbd.go.th first
- Name must end with 'จำกัด' (Limited) or 'จำกัด (มหาชน)' (Public Limited)
File Memorandum of Association
Prepare and file the MoA with DBD within 30 days of name approval. This includes company objectives, registered capital, shareholder details, and number of shares.
Documents Required
- Memorandum of Association
- Shareholder ID copies
- Registered address proof
Tips
- Registered capital should match your business needs
- Minimum paid-up capital: 25% of registered capital
Hold Statutory Meeting
Convene the first shareholders' meeting to approve: articles of association, appointment of directors, auditor appointment, and company seal.
Documents Required
- Minutes of statutory meeting
- Articles of Association
- Director consent forms
Tips
- Appoint at least 1 director (no nationality requirement for directors)
- The auditor must be a CPA registered in Thailand
Register the Company
Submit all documents to DBD within 3 months of the statutory meeting. Pay registration fee based on registered capital.
Documents Required
- All above documents
- Registration application
- THB 5,500 per million baht of registered capital (min THB 5,500)
Tips
- Online registration available through DBD e-filing
- Receive company registration certificate and tax ID same day
Post-Registration Steps
Open a corporate bank account, register for VAT (if applicable), obtain necessary business licenses, and register with Social Security Office if hiring employees.
Documents Required
- Company registration certificate
- Director ID and proof of address
- Company seal
- Board resolution for bank account
Tips
- Bank account opening requires director to visit in person
- VAT registration required if annual turnover exceeds THB 1.8 million
- Work permit applications can begin after company registration
Requirements
- Minimum 2 shareholders (promoters) — reduced from 3 by Civil and Commercial Code Amendment Act No. 23 B.E. 2566 (2023), effective 7 February 2023
- Registered capital amount appropriate for business activities
- Registered office address in Thailand
- At least 1 director
- Licensed auditor appointment
Tips & Warnings
Pro Tips
- Budget THB 2 million registered capital if you'll need foreign work permits (general requirement)
- BOI promotion offers significant advantages: 100% foreign ownership, tax holidays, easier work permits
- The Foreign Business Act restricts certain activities for majority foreign-owned companies
- Consider a shelf company for faster setup — but do thorough due diligence first
Important Warnings
- Using Thai nominees to circumvent foreign ownership rules is ILLEGAL and can result in criminal prosecution
- Annual filing requirements: financial statements, tax returns, shareholder meeting minutes
- Directors have personal liability for tax debts and certain company obligations
- Failure to hold annual shareholder meetings can result in fines and involuntary dissolution
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Professional Legal Assistance
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