Asia-Pacific · Company formation

Company formation in Thailand

Best for founders building a genuine operating presence in Thailand, with local staff, work permits and a physical office. This is not the fit for anyone seeking a lightweight or purely foreign-owned holding vehicle.

Last verified July 2026

At a glance

Entity
Private limited company (บริษัทจำกัด / Company Limited, 'Co., Ltd.') under the Civil and Commercial Code, s.1096 onwards; minimum two shareholders since the Feb 2023 amendment (down from three)
Corporate tax
20% standard corporate income tax. SMEs with paid-up capital not over THB 5m and revenue not over THB 30m pay 0% on the first THB 300,000 of net profit, 15% on THB 300,001–3m, and 20% above THB 3m (as of 2026)
Incorporation time
~3-7 business days once shareholders, capital and documents are in order; same-day registration is possible when the MOA and incorporation are filed together online and papers are clean
Minimum capital
No statutory minimum for a Thai-majority company (shares must have a par value of at least THB 5, with at least 25% paid up). In practice foreign-majority companies in non-restricted sectors need THB 2m registered capital, THB 3m under a Foreign Business Licence, and THB 2m of capital per foreign work permit sponsored
Resident director
At least one director required; no nationality or residency requirement — a single foreign, non-resident director may serve. Directors are named in the registration and bind the company per the MOA
Audit
Mandatory. Every limited company must file annual financial statements audited by a Thailand-licensed CPA, with no size or turnover exemption — dormant and non-trading companies included. Statements are approved at an AGM within 4 months of year-end and filed with the DBD within 1 month of the AGM
Remote set-up
Since 1 January 2026 registration is online-only via the DBD e-Registration (BizRegist) platform; walk-in and paper filings are no longer accepted. Full remote incorporation is workable, but foreign signatories' documents (passport, power of attorney) must be notarised and legalised, and filing generally relies on a Thai party or agent holding a DBD digital certificate
Government fee
Flat THB 5,000 company registration fee (no longer scaled to capital), plus THB 500 for the Memorandum of Association and roughly THB 200 stamp duty; certified certificate and document copies are a small extra. Roughly THB 5,700–6,000 in government charges
Best for
Best for founders building a genuine operating presence in Thailand, with local staff, work permits and a physical office. This is not the fit for anyone seeking a lightweight or purely foreign-owned holding vehicle.

The process

  1. Reserve the company name on the DBD e-Registration (BizRegist) portal and file the Memorandum of Association (company name, objectives, registered capital, promoters/shareholders)
  2. Hold the statutory meeting to adopt the articles, appoint directors and the auditor, and allot shares (minimum two shareholders); shareholders pay up their subscribed capital
  3. File the incorporation application on the DBD portal with directors, shareholder list and paid-up capital details; pay the THB 5,000 + THB 500 fees and obtain the certificate of registration and company registration number
  4. Register for tax ID and VAT with the Revenue Department (VAT required once turnover exceeds THB 1.8m or to sponsor work permits), register with the Social Security Office on hiring, and open a corporate bank account
What can go wrong
  • Anti-nominee enforcement tightened under DBD Order No. 2/2568 (effective 1 Jan 2026): Thai shareholders in foreign-managed companies must show certified 3-month bank statements evidencing they funded their shares — using Thai nominees to hold the 51% is illegal and now actively screened
  • Foreign ownership above 49% in most sectors triggers the Foreign Business Act, requiring a Foreign Business Licence/Certificate (or a BOI promotion / US Treaty of Amity route); without one, many business activities are restricted to majority-Thai ownership
  • Annual audit, AGM and DBD filings are compulsory every year even for a dormant company, and late filing carries fines — ongoing compliance cost is real, not optional
  • The 'minimum capital' most founders actually face is driven by immigration, not company law: THB 2m per foreign work permit and matching Thai-to-foreign staff ratios, so the practical setup cost is well above the THB 5,000 registration fee

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