How to Register a Company in Thailand: Complete Guide

A Thai law firm for foreigners since 2006. 5,000+ client matters. Thai lawyer of record: Wichuda Atthamethakon, LL.M., Thai Bar Licence 3149/2556. English, Thai and French. We answer within 24 hours.

Reviewed by ThaiLawOnline, a licensed Thai law firm practising in Thailand since 2006. Thai lawyer of record: Wichuda Atthamethakon, LL.M., Thai Bar Licence 3149/2556.

Last updated on September 5, 2026

Starting a business in Thailand can be an exciting chance. However, the registration process needs careful attention to legal rules and steps. It is important to know the right steps and possible problems. This helps your company start well and avoid costly delays or legal issues during the company registration process.

Registration is one step in the wider process covered in our guide to setting up a business in Thailand.

Last reviewed: 30 August 2026. Sections 1096, 1097, 1098, 1105, 1107, 1108, 1110, 1111, 1111/1 and 1112 of the Civil and Commercial Code were each read against the Thai text in our own annotated Code. Sections 14 and 36 of the Foreign Business Act B.E. 2542 were read in the Thai original, and sections 94, 96, 97 and 98 of the Land Code in the Council of State text. Supreme Court Decisions 6412/2560, 1038/2538 and 2252/2560 were each read in full in Thai. The government fees are those in the Department of Business Development’s current registration guide, and the Thai shareholder evidence requirements were read from the primary text of Central Registrar Order 2/2569. The tax deadlines in Step 5 were not re-verified against the Revenue Code in this review, so confirm them with the Revenue Department when you file.

Understanding the Basics: Thai Limited Company Structure

The most popular business structure for foreigners in Thailand is the private limited company (บริษัทจำกัด). This structure provides limited liability protection for shareholders while offering flexibility in operations and the ability to obtain work permits for foreign employees.

Key Requirements for Thai Limited Companies:

• Minimum of 2 shareholders, of any nationality. Section 1097 of the Civil and Commercial Code required three promoters until the Civil and Commercial Code Amendment Act (No. 23) B.E. 2565, published in the Royal Gazette vol. 139 part 69 Kor on 8 November 2022 and in force on 7 February 2023, rewrote it to read “any two or more persons”. The Code does not require any of them to be Thai.
• At least 1 director (can be Thai or foreign national)
• You need enough registered capital for your business. Usually, this means 2 million baht for one work permit. This amount is higher under the Treaty of Amity
• Thai business address (virtual offices are permitted but VAT registration need a physical office)

Foreign Ownership Rules and Capital Requirements

One of the most important aspects for foreigners to understand is Thailand’s ownership restrictions. Under the Foreign Business Act (FBA), foreign ownership is usually limited to 49% of shares in most sectors. Thai nationals must own the other 51%. However, there are legal pathways to achieve majority or even 100% foreign ownership through:

• Board of Investment (BOI) promotion
• Foreign Business License (FBL)
• Treaty of Amity (for US citizens only)
• Certain non-restricted business activities are necessary for limited liability companies in Thailand.

Capital Requirements by Business Type

The capital requirements vary significantly depending on your business structure and staffing plans:

• Thai-majority company: No legal minimum, but practically at least 100,000 THB
• Companies employing foreigners: Minimum 2 million THB per foreign employee
• Foreign-majority companies: Minimum 2-3 million THB plus FBL requirements

Registered capital is not the same as cash in the bank on day one. Section 1105 of the Civil and Commercial Code sets the floor: the first payment on each share must be at least 25% of its nominal amount, and under section 1110 the directors must call for that payment before they apply to register the company. The balance can be called later. What the capital figure decides immediately is what the company can do, which is why the work permit and Foreign Business Act figures above are worth settling before the memorandum is filed rather than after.

Step-by-Step Process to Register a Company in Thailand

Step 1: Company Name Reservation (1-3 Business Days)

The registration process begins with reserving your company name through the Department of Business Development (DBD). Key points to remember:

• Submit 3 alternative names ranked by preference
• Company name must end with “Limited” (จำกัด)
• Names must be distinct from existing registered companies
• Approval typically takes 1-3 business days
• Critical timing: Approved names are valid for only 30 days with no extension possible

Step 2: Draft and File Memorandum of Association (1-2 Days)

The Memorandum of Association (MOA) serves as your company’s foundational document and must include:

• Approved company name
• Province where headquarters will be located
• Detailed business objectives
• Amount of registered capital and share structure
• Names, addresses, and details of all promoters
• Registration fee for the memorandum: see the government fee list under Step 4. These are fixed sums set by ministerial regulation, not a percentage of your registered capital, so confirm the current schedule with the DBD when you file.

Step 3: Convene Statutory Meeting (Minimum 7 Days Notice)

This formal meeting is crucial for finalizing your company structure:

Required Business to Register a Company in Thailand:

• Adoption of Articles of Association
• Election of initial directors and auditors
• Ratification of promoter expenses
• Approval of share allocation and structure
• Determination of director powers and responsibilities

What the seven days actually is. Section 1107 of the Civil and Commercial Code requires the promoters to send every subscriber a certified statutory report at least seven days before the day of the meeting. It is notice of the meeting, not a waiting period between the meeting and your filing, and a copy of the same report goes to the Registrar as soon as it has been sent to the subscribers.

The three-month cliff. Under section 1112, if registration does not happen within three months of the statutory meeting the company is not formed at all, and every baht received from subscribers must be repaid in full without deduction. Directors still holding that money three months after the meeting are jointly liable to repay it with interest.

You can often skip the seven days entirely. Section 1111/1 lets the directors register the memorandum and register the company together on the same day the promoters sign the memorandum, provided four things are done that day: subscribers have been found for the whole of the shares the company is to register; a statutory meeting under section 1108 is held with the promoters and all subscribers present and all of them approving its business; the promoters hand the whole of the business over to the directors; and the directors call for payment of the shares under section 1110 paragraph two and that payment is completed. Where the shareholders are all available and the money is ready, this is what turns a multi-week registration into a single filing. It is the provision most English guides to Thai company registration leave out.

Step 4: Submit Company Registration Application (1-7 Days)

The final registration must be completed within 3 months of the statutory meeting. Thailand’s e-Registration system became “DBD Biz Regist” in 2026. Filing is faster for a straightforward Thai-owned company, but it takes 5 to 7 working days because of the digital approval steps, and for any company with a foreign shareholder or a foreign authorised director the evidence burden became heavier on 1 August 2026 under Order 2/2569.

Government fees. The Department of Business Development publishes these in its own company registration guide. The incorporation fee is a flat sum and does not scale with your registered capital, which is the point most often got wrong:

• Registering the company: 5,000 THB
• Registration certificate: 100 THB per copy
• Company affidavit: 40 THB per item certified
• Certified copy of a filed document: 50 THB per page
• Memorandum filing: 500 THB, and stamp duty: 200 THB. Neither of these two appears on the DBD list above, so treat them as indicative and confirm them when you file.

⚠️ An older fee table is still circulating online and it is out of date. It charges incorporation on a sliding scale, 500 THB for every 100,000 THB of registered capital with a 250,000 THB ceiling, so on that table a company with 10 million THB of capital would pay 50,000 THB. The copy we found carries a file date of 2014. The DBD’s current guide gives the flat 5,000 THB above, whatever your capital. If a quote you are given scales with your registered capital, ask which schedule it is based on.

Step 5: Tax Registration (Within 60 Days)

All companies must register for tax purposes within 60 days of incorporation:

• Obtain Tax ID number from Revenue Department
• VAT registration required if annual revenue exceeds 1.8 million THB
• VAT registration must be completed within 30 days of exceeding threshold

Step 6: Open Corporate Bank Account (1-5 Days)

Opening a company bank account has become increasingly challenging due to stricter banking regulations. Requirements include:

• Presence of all authorized directors is crucial for the company registration process.
• Complete company registration documents
• Work permits may be required for foreign signatories
• Letter of recommendation from legal service provider often helpful

What Mistakes Cause Delays When Registering a Company in Thailand?

Document Translation and Certification Issues

Poor translation quality or improper certification is one of the most common causes of registration delays. Filings at the DBD are made in Thai, so every foreign-language document has to arrive with a Thai translation, and a document issued abroad also has to carry whatever legalisation its own issuing authority and the Thai embassy or consulate require. Most of the delay we see comes from the translation rather than the legalisation.

Common translation problems that cause delays:

• Inconsistent name romanization across documents
• Incorrect legal terminology usage
• Missing official seals and stamps in translations can complicate the company registration in Thailand.
• Using uncertified translators whose work gets rejected by authorities

The consequences of improper translation can be severe, potentially making the entire registration legally invalid and requiring complete resubmission.

Thai Shareholder Financial Documentation

Since 1 August 2026, the Order of the Central Partnership and Company Registrar No. 2/2569 requires Thai shareholders and partners to prove that the capital they subscribed was genuinely their own money. It expressly repeals two earlier orders, No. 2/2568 of 1 December 2568 and No. 1/2569 of 16 March 2569, and it is wider than either of them: it covers amendment filings as well as the original registration.

Who the order catches. It applies to registered partnerships and limited companies in two situations, and to any later amendment filing that introduces either of them:

• A foreign shareholder or partner holds less than 50% of the registered capital.
• There is no foreign shareholder at all, but a foreign director holds sole or joint authority to sign for the company. This is the limb applicants almost never expect.

What has to be filed. Three documents, for every Thai shareholder or partner who paid in capital:

• Bank statements covering the three months preceding the subscription, showing withdrawals that match the contribution.
• Statements of the receiving account, showing the money arriving from each shareholder.
• The prescribed Investment Explanation Letter, tracing the flow of funds.

The order requires each bank statement to be consistent with the amount paid and the date it was paid. A declared investment that does not match the transfers behind it is therefore not a gap the registrar can overlook, and the practical consequence is a rejected filing rather than a request for more documents.

Amendments call for a different form, and the two are easily confused. Clause 3 of the order governs the original registration and calls for the Investment Explanation Letter. Clause 4 governs a later amendment that first brings in a foreign partner or a foreign authorised director, and calls for an Investment Confirmation Letter, which is a separate prescribed form. Clause 5 adds a further step where such an amendment is filed within a year of incorporation: the company must also produce a bank statement showing that it actually received the whole of the subscribed capital.

Not providing enough documentation can lead to checks for illegal nominee arrangements. Section 36 of the Foreign Business Act B.E. 2542 reaches both sides of that arrangement: the Thai national or Thai-majority company who holds shares on a foreigner’s behalf, and the foreigner who lets them. The penalty is imprisonment not exceeding three years, or a fine of 100,000 to 1,000,000 baht, or both. The part that is usually left out is what follows the sentence: the court must also order the shareholding or the joint business to be unwound, and defying that order carries a further fine of 10,000 to 50,000 baht for every day the breach continues. See our guide to the 2026 nominee enforcement campaign.

Timing and Deadline Management

The registration process involves multiple strict deadlines that, if missed, can force you to restart portions of the process:

• Name reservation: Valid only 30 days, no extensions
• Statutory meeting notice: Minimum 7 days before registration
• Registration submission: Within 3 months of statutory meeting
• Tax registration: Within 60 days of incorporation

Capital and Employment Compliance

Miscalculating capital requirements is a frequent error that can prevent hiring foreign employees or obtaining work permits. The figure to plan around is 2 million baht of registered capital for each foreign employee you intend to put on a work permit, alongside the Thai-to-foreign employee ratio. This is the single most common thing to get wrong at registration, because the capital is fixed when the company is formed and increasing it later is a separate shareholders’ resolution and a separate DBD filing. A company registered on a token capital because nobody asked about work permits has to be amended before it can make its first foreign hire.

If Your Company Will Ever Hold Land, the 49% Rule Is Not the Only Test

Most people arrive at a 49/51 shareholding because of the Foreign Business Act. If the company is ever going to buy land, a second and stricter statute applies, and it does not use the same test.

Section 97 of the Land Code treats a limited company as a foreigner for land purposes in either of two cases: foreigners hold more than 49% of the registered capital, or foreigners are more than half the number of shareholders. That second limb is the one that catches people. A company with two foreign shareholders holding 49% between them and one Thai shareholder holding 51% is inside the capital limit and is still treated as a foreigner for land purposes, because two of its three shareholders are foreign and either limb of section 97 is enough on its own.

Section 98 extends this up the chain: if a company that is foreign under section 97 holds shares in another company, that second company is foreign too. So a Thai holding company does not launder the position.

The consequence is in section 94. Land acquired by a foreigner unlawfully or without permission must be disposed of within a period the Director-General fixes, which cannot be shorter than 180 days or longer than one year. Miss it and the Director-General sells the land himself. Section 96 applies the same machinery to anyone found to be holding land as owner on behalf of a foreigner or of a section 97 or section 98 company, which is the land-side mirror of the nominee offence described above.

How the courts have actually decided this. Three Supreme Court decisions, read in the Thai original, set the boundaries better than any summary of the rule:

• Dika 6412/2560. Section 86 is not an absolute bar. A foreigner may apply to the Minister of Interior for permission to hold land, and even without permission still holds the right to dispose of the land within the period the Director-General fixes under section 94. The Court drew the consequence most English guides miss: a foreigner therefore has the capacity to enter a contract to buy land, and the contract does not have to spell out an intention to seek ministerial permission. A contract of that kind is not a juristic act with an unlawful object.
• Dika 1038/2538. A Dutch buyer had a Thai national hold title for him. Even though the acquisition contravened section 86 paragraph one, section 94 means the disposal decision belongs to the foreigner and then to the Director-General, so the registered holder had no power to sell the land on her own initiative. Selling it to a third party was an infringement of the foreigner’s rights and he had standing to sue under section 55 of the Civil Procedure Code. A void acquisition is not the same thing as no interest at all.
• Dika 2252/2560. The substance-over-the-register case. A company appeared on its share register with foreign holdings below half, but the foreign side had contributed more than half the real capital. The Court treated the company and the foreigner as carrying on land trading, a List One activity, with the result that the foreign plaintiff was not a lawful injured party and could not prosecute at all. The register is where the enquiry starts, not where it ends.

What changed at the counter in May 2026. The Department of Lands issued circulars to every provincial land office, led by letter no. Mor Tor 0515.2/Wor 10722 of 15 May 2026, signed by the Director-General, directing closer scrutiny of company-held land where the Thai shareholding may be nominal. They are internal enforcement guidance: they create no new law and no new filing duty on the public. What they change is how carefully an existing rule is applied when a company registers an acquisition.

None of this stops a foreign-linked company from operating. It means the shareholding you choose at registration, and the number of shareholders as much as the percentages, decides whether the company can ever hold land in its own name. If that is part of the plan, say so before the memorandum is filed rather than after. Our page on restructuring a Thai company that holds property covers what it takes to unwind it later.

The Value of Expert Legal Assistance to Register a Company in Thailand

Navigating Thai-Language Complexities is vital when trying to register in Thailand.

The Thai bureaucracy operates primarily in Thai language, and even small translation errors can derail the registration process. Legal professionals experienced in Thai company law provide invaluable assistance by:

• Ensuring accurate translation of all legal documents
• Understanding nuanced regulatory requirements that aren’t obvious to foreign entrepreneurs
• Filing in the form the registrar expects, which is what actually prevents a rejection and a second submission
• Preventing costly mistakes that could require restarting the entire process

Understanding Cultural and Administrative Nuances

Thai business culture emphasizes hierarchy, proper procedures, and relationship-building. Experienced legal counsel helps foreign entrepreneurs navigate these cultural expectations while ensuring compliance with complex regulations that can change without much notice.

Risk Mitigation and Compliance

Professional legal assistance becomes especially crucial when dealing with:

• Shareholder compliance: Ensuring Thai shareholders meet genuine investment requirements
• Foreign Business Act compliance: Determining if your business activities require additional licenses
• Ongoing obligations: Meeting annual filing requirements and maintaining good standing

Recent Developments: Digital Transformation in 2026

The “DBD Biz Regist” platform has been the only route for establishing a new limited company since 1 July 2026, when the DBD stopped accepting walk-in applications for new juristic persons at its counters. The platform itself was available and in heavy use well before that date, so what changed on 1 July is the closing of the counter, not the arrival of the platform. It allows:

• Complete remote registration for foreign investors
• Electronic signature capabilities for all documents
• Digital identity verification through various platforms
• Instant access to certified corporate documents

Do not read the digital rollout as a general loosening. For foreign-linked filings, 2026 moved the other way. Order 2/2569, in force since 1 August 2026, adds the three-month bank statement trail, the receiving-account statements and the Investment Explanation Letter described above, and a mismatch between declared and actual transfers is an outright rejection rather than a request for more documents.

However, the transition period may involve some delays as authorities adapt to the new system.

Cost Considerations and Planning to Register a Company in Thailand

Beyond the basic registration fees, entrepreneurs should budget for comprehensive setup costs:

Initial Registration Costs for setting up a company in Thailand:

• Government fees: 6,000-12,000 THB
• Legal services: 10,000-25,000 THB
• Document notarization: 2,000-5,000 THB per set

Annual Maintenance Costs:

Work permits: 3,000 THB per foreign employee annually

Accounting services: 5,000+ THB monthly are essential for foreign companies operating in Thailand.

Mandatory auditing: 20,000-50,000 THB annually

Corporate income tax: 20% of net profits

FAQS About Registration of a Company in Thailand

Conclusion

Registering a company in Thailand requires meticulous attention to detail, proper documentation, and adherence to strict timelines. Even though digital systems have made the process easier, Thai regulations are still complex. Mistakes can have serious consequences, so getting help from a lawyer is very important.

The key to successful registration lies in thorough preparation, understanding cultural expectations, and ensuring all documentation meets Thai legal standards. With good planning and expert help, foreign entrepreneurs can start their Thai companies. They can also navigate the company registration process easily. They can start building successful businesses in one of Southeast Asia’s most active economies.

Remember that registering your company is just the start. You also need to keep up with ongoing obligations. Understanding tax requirements is important too. Navigating employment laws is key for long-term business success in Thailand.

• Department of Business Development

How much does it cost? See the full company registration cost breakdown (2026) or all our fixed fees on the legal fees page.

Our company registration fee

These fees come from one source and are the same everywhere on this site. See all our fees.