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
A company limited (บริษัทจำกัด, borisat jamkat, written Co., Ltd. ou Company Limited after the name) is the private limited company of the Thai Code civil et commercial: a juristic person formed by 2 or more promoters, with capital divided into shares of equal value and the liability of each shareholder limited to the amount unpaid on their shares. It is the vehicle almost every foreigner uses to trade, employ staff, obtain a work permit or hold a lease in Thailand. It is registered with the Department of Business Development and is distinct from the public limited company, which has its own Act.
Table des matières
How a company limited is formed
Sections 1096 to 1273 of the Civil and Commercial Code govern it. The promoters reserve a name with the DBD (valid 30 days), file a memorandum of association stating the name, the province of the registered office, the objects, the registered capital and the promoters (fee 500 baht), hold a statutory meeting at which the subscribers adopt the articles and appoint the directors and auditor, and then apply for registration. Registration costs 5,000 baht plus stamp duty and must follow within 3 months of the statutory meeting; if it does not, the company is not formed and all subscriptions must be repaid in full under Section 1112.
Where all subscribers attend and approve, the memorandum and the registration can be filed the same day. At least 25% of each share must be paid up before registration. The company exists from the date of registration, and the name must end with the word Limited or จำกัด.
Running the company as a foreigner
Capital and ownership. There is no statutory minimum capital, but 2,000,000 baht of registered capital per foreign employee is needed to support a permis de travail, and 2,000,000 or 3,000,000 baht applies to a foreign-majority company under the Loi sur les entreprises étrangères. Foreigners may hold up to 49% of a company carrying on a restricted business; the remaining 51% must belong to Thais who paid for their shares, which the DBD now verifies against bank statements under Order 2/2569.
Recurring obligations. The company must register for tax within 60 days of incorporation and for VAT once turnover exceeds 1,800,000 baht, hold an annual general meeting within 4 months of the year end, have its accounts audited every year regardless of size, file the audited statements and the shareholder list with the DBD, and file corporate income tax returns twice a year. A dormant company still needs an audit, which is the cost that surprises people who registered a company for a visa and then left it.
Company limited compared with the alternatives
Thai law offers three main business forms. The table shows why the company limited is the default choice.
| Formulaire | Owners’ liability | Typical use |
|---|---|---|
| Company limited (บริษัทจำกัด) | Limited to unpaid share capital | Trading, services, employing foreigners |
| Limited partnership (ห้างหุ้นส่วนจำกัด) | Managing partner unlimited, others limited | Small Thai family businesses |
| Public limited company (บริษัทมหาชนจำกัด) | Limited; 15 promoters, separate Act | Listing on the stock exchange |
A branch office or representative office of a foreign company is not a Thai company at all; it is the foreign parent operating in Thailand, fully liable and needing its own licence. A company limited that stops trading does not disappear on its own: it must go through dissolution and liquidation, and until then the annual filings and the directors’ exposure continue.
Foire aux questions
Can a foreigner set up a company limited in Thailand?
Yes. A foreigner can be a promoter, shareholder and director. Foreign shareholding above 49% in a restricted business requires a Foreign Business Licence, BOI promotion or Treaty of Amity status, and a foreigner who works in the company needs a work permit, which in turn requires 2,000,000 baht of registered capital and 4 Thai employees per foreigner.
How much does it cost to register a company limited in Thailand?
Government fees are 500 baht for the memorandum and 5,000 baht for registration, plus stamp duty, so about 6,200 baht in total. Professional fees, translations and the first year’s accounting and audit come on top, and a company that supports a work permit needs its capital actually paid in.
What is the difference between a company limited and a public company limited in Thailand?
A company limited is governed by the Civil and Commercial Code, needs 2 promoters, cannot offer shares to the public and is what almost all foreign-run businesses use. A public company limited is governed by the Public Limited Companies Act B.E. 2535, needs 15 promoters and can list its shares on the Stock Exchange of Thailand.
Voir aussi : Shareholder, Director, Registered capital, Personne juridique, how to register a company in Thailand ET company registration costs in Thailand.
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