Révisé par ThaiLawOnline, un cabinet d'avocats thaïlandais agréé exerçant en Thaïlande depuis 2006. Avocate thaïlandaise en charge du dossier : Wichuda Atthamethakon, LL.M., licence du barreau thaïlandais 3149/2556.
Dernière mise à jour le 5 septembre 2026
Le DBD (กรมพัฒนาธุรกิจการค้า, the Département du développement des affaires, sometimes still called the Commercial Registration Department) is the department of the Ministry of Commerce that acts as Thailand’s registrar of companies, partnerships and commercial businesses. It keeps the corporate register, issues company affidavits and certified copies, receives annual financial statements and shareholder lists, and administers the licensing regime of the Foreign Business Act. Every foreigner who forms, buys into, directs or does due diligence on a Thai company deals with the DBD, in person, through the e-Registration system, or through the provincial commercial offices.
Table des matières
What the DBD does under the law
Registrar of juristic persons. Le Code civil et commercial makes the registrar the gatekeeper of a company’s existence: a private limited company comes into being only when the DBD registers it, and later changes (directors, capital, address, objects, articles) take effect against third parties only when registered. The registrar can refuse a filing that is incomplete or unlawful, and since the DBD Order 2/2569 that took effect on 1 August 2026 it examines the money behind Thai shareholders in mixed companies before it registers them.
Foreign Business Act. The DBD’s Foreign Business Administration Division receives applications for a Foreign Business Licence and issues Foreign Business Certificates to BOI-promoted and Treaty of Amity companies. It also investigates nominee structures under Section 36 of that Act, which is why the 2026 crackdown on Thai nominee shareholders is run from this department.
Where a foreigner meets the DBD
Forming a company. Name reservation, the memorandum of association (fee 500 baht) and the registration itself (5,000 baht plus stamp duty) are all DBD filings. The registration must follow within 3 months of the statutory meeting or the company is not formed. Bangkok filings go to the DBD offices; in the provinces the Provincial Commercial Affairs Office acts for it. Electronic filing through e-Registration is now the normal route and needs a registered digital signature for each promoter and director.
Proving the company exists. The company affidavit (หนังสือรับรอง) issued by the DBD is the document banks, immigration, the Land Office and the labour office ask for, and it is valid for their purposes only if issued within the last few months. Certified copies of the memorandum, articles, shareholder list (Bor Or Jor 5) and filed financial statements can be bought online by anyone, which makes the DBD the first stop in vérifications nécessaires on a Thai counterparty or landlord.
Annual filings and what goes wrong
A company limited must hold its annual general meeting within 4 months of the end of its financial year, file the audited financial statements with the DBD within 1 month of that meeting, and file the updated shareholder list within 14 days of it. Late or missing filings attract fines on both the company and the directors, and a company that files nothing for years can be struck off as defunct, which freezes its bank accounts and its property.
The DBD is not the tax authority. Registration at the DBD creates the company and its 13-digit registration number, but VAT, withholding tax and corporate income tax belong to the Revenue Department, and social security to the Social Security Office. The common mistake is to assume that a company in good standing with the DBD is also compliant with the Revenue Department; the two registers are separate.
Foire aux questions
Can a foreigner check a Thai company at the DBD?
Yes. The DBD’s online data warehouse lets anyone search a company by name or registration number and buy certified copies of the affidavit, shareholder list and financial statements. The affidavit shows the directors, the signing authority and the registered capital, which is what to verify before signing a lease or a sale contract with a company.
How long does DBD company registration take?
Name reservation takes 1 to 3 business days and the registration itself 1 to 7 working days once the documents are signed. Using the same-day procedure, where all subscribers approve the memorandum and the registration together, a straightforward Thai-majority company can be registered in about a week; mixed companies now take longer because the registrar checks the Thai shareholders’ source of funds.
What is a DBD company affidavit?
The affidavit is the registrar’s certificate of the company’s current registered particulars: name, registration number, date of registration, directors, signing conditions, registered capital, registered office and objects. Banks, immigration and the Land Office usually accept it only if it was issued within the last 1 to 6 months.
Voir aussi : Company limited, Loi sur les entreprises étrangères, Candidat, how to register a company in Thailand ET the Foreign Business Act guide.
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