How to set up a company in Thailand as a foreigner

The vehicles that matter

For nearly all private clients the vehicle is the Thai private limited company: a minimum of two shareholders, one director, and shares that can be structured in classes. Branch offices and representative offices exist for foreign companies extending into Thailand, and the representative office is deliberately limited to non-revenue activities. For operating businesses owned by individuals, the limited company is the default for good reason.

The ownership question, honestly

The Foreign Business Act restricts foreign-majority companies from a long schedule of service and trading activities. A company majority-owned by foreigners that wants to operate in a restricted category needs a Foreign Business Licence, treaty cover, or Board of Investment promotion. The practical routes, in order of cleanliness:

• BOI promotion: 100 percent foreign ownership within a promoted activity, with the strongest overall package. Our separate BOI briefing covers it.
• US Treaty of Amity: American-owned companies may operate most businesses on national treatment, with defined exceptions.
• A genuine Thai-majority joint venture: lawful and common, where the Thai shareholding is real capital held by a real partner, structured with share classes and shareholder agreements protecting the foreign minority.
• A Foreign Business Licence: available in principle, discretionary and slow in practice.

What is not on the list is the nominee arrangement: Thai names holding shares for a foreigner's benefit. It is illegal under the Foreign Business Act, and 2026 is the wrong year to test it. See the enforcement point below.

The 2026 change everyone should know

From 1 January 2026, under the Department of Business Development's tightened verification rules, Thai shareholders in companies with foreign participation must evidence their capacity to fund their shares with roughly three months of bank statements showing genuine financial history. The old practice of a same-day balance letter, with capital parked briefly in an account, is no longer accepted. Registrars now look for salary credits, real deposits and the actual share payment.

The consequence is straightforward: joint ventures need real partners with real capital, documented before filing. Structures that would not survive that sentence should not be attempted.

Capital, sized correctly

Thai law sets no meaningful general minimum, but practice does. A company sponsoring foreign work permits needs ฿2 million in paid-up capital per foreign employee, halved where the employee has a Thai spouse. Restricted-activity companies under a licence carry higher minimums. Paid-up means paid in and traceable: capitalise the company for what it will actually do, at registration, with clean bank evidence.

Registration, step by step

• Reserve the company name with the DBD.
• File the memorandum of association: name, registered address, objectives, capital, promoters.
• Hold the statutory meeting, appoint directors and the auditor, and register the company. With papers in order, the DBD side completes within days.
• Register for corporate tax, and for VAT where turnover will exceed ฿1.8 million or where the business needs VAT standing from the outset.
• Register employees with the Social Security Office once hiring begins.

The bank account, the honest friction

Opening the corporate account is routinely the slowest step for foreign-owned companies. Banks apply their own scrutiny to shareholding, directors' immigration status and expected flows, and branches differ in appetite. It is manageable with a complete file and the right branch relationship: this is one of the places where being introduced matters more than being right.

Ongoing compliance, so it never surprises you

• Audited financial statements filed annually, whatever the company's size.
• Corporate income tax: an annual return and a half-year estimate.
• Monthly withholding-tax and VAT filings where applicable, and monthly social security contributions.
• An annual general meeting, minuted, and the shareholder list refiled.

None of this is heavy for a well-kept company, and all of it is evidence the next time immigration, a bank or a buyer reads your file. In Thailand, the company's paper history is the company.

This briefing is general information, not legal, tax or investment advice. Thai rules change frequently and individual cases differ. Verify current requirements with the relevant authorities, including the Immigration Bureau, the Board of Investment, the Land Department, the Department of Business Development and the Revenue Department, and take advice on your own facts before acting.