Business9 min readUpdated September 2026

How to Register a Thai Limited Company

Two-shareholder structure, capital requirements, work-permit ratios, DBD timeline and the real cost of full setup vs. nominee structures.

The standard Thai limited company

A Thai Private Limited Company is the default vehicle for foreigners doing business in Thailand. It requires a minimum of two shareholders (down from three in 2023), at least one director, and a registered office address inside Thailand.

For 100% Thai-owned companies the minimum registered capital is 15 THB per shareholder. Where a company supports a foreigner's business extension of stay, Immigration criteria generally require at least 2,000,000 THB of paid-up registered capital per foreigner and a ratio of 1 foreign employee to 4 permanent Thai employees. Specified categories, including representative offices, regional offices and branch offices of overseas companies, can be relaxed to 1 foreign employee to 1 permanent Thai employee, with other criteria applied instead.

Foreign ownership: 49% rule and the workarounds

Most business categories in Thailand are restricted under the Foreign Business Act — foreigners cannot hold more than 49% of the shares unless the company obtains a Foreign Business Licence, BOI promotion, or operates under the US-Thai Treaty of Amity.

BOI promotion is the cleanest route to 100% foreign ownership for eligible activities (software, manufacturing, certain services). The US-Thai Treaty of Amity is available only to US citizens and US-incorporated companies. Foreign Business Licences exist but are slow (6–12 months) and expensive.

Setup timeline

Day 1–3 — name reservation at DBD, draft Memorandum of Association.
Day 4–7 — statutory meeting, share subscription, MOA filing.
Day 8–14 — company registration certificate issued, corporate seal made, bank account opened.
Day 15–30 — VAT registration (if turnover >1.8M THB / yr or required for work permits), social security registration, accounting setup.

Real first-year cost

The core DBD fees are 500 THB for Memorandum of Association registration and 5,000 THB for limited-company establishment registration, with certificate, copy and stamp costs added as applicable. The bigger numbers are professional fees (legal drafting and DBD filing), the registered office address if you don't have one, the monthly bookkeeping you're now obliged to maintain, and the annual audit.

Budget realistically: 30,000–50,000 THB for setup, 3,500–8,000 THB / month for ongoing bookkeeping and tax filings, and 25,000–60,000 THB for the year-end audit depending on transaction volume.

Common mistakes

Setting registered capital too low — then having to amend it later to sponsor a work permit, which triggers fresh stamp duty.
Skipping VAT registration when you actually need it for the work permit, then scrambling at year-end.
No shareholder agreement between the Thai and foreign shareholders — fine until there's a dispute.
Using a residential address as the registered office without the landlord's written consent and house-book copy.

Related service

Register a Company in Thailand 2026 — Thai Ltd, BOI & Treaty of Amity

Register a Thai Limited, BOI-promoted, Treaty of Amity or Representative Office company in 2026. Real fees, 7–14 day setup, work-permit-ready capitalisation. Pattaya office, established 2010.

Business Registration

FAQ

Frequently asked questions

Can a foreigner own 100% of a Thai company?

Yes, but only through one of four routes: (1) BOI promotion for a qualifying A1–A4 activity, (2) US Treaty of Amity if all foreign shareholders are US citizens or US-incorporated entities, (3) a Foreign Business Licence from the Ministry of Commerce for restricted List 2/3 activities, or (4) the activity falls outside the Foreign Business Act restrictions altogether (most manufacturing and export). A standard Thai Limited otherwise requires at least 51% Thai shareholding. Nominee Thai shareholders are illegal under Section 36 of the FBA — we never set them up.

What is the real minimum registered capital?

Legally 15 THB per shareholder. Practically: 2M THB fully paid-up per foreign work permit you intend to sponsor, 3M THB for a Branch or FBL, and the BOI sets its own minimum per activity (often 1M THB plus 25% equity). Capital does not need to be deposited in a Thai bank for Thai-majority companies; foreign-majority companies and FBLs require bank-certified remittance.

How long does Thai company registration actually take?

A Thai Limited is typically registered within 7–14 working days once shareholders are confirmed and all required documents are complete. Timing remains subject to DBD processing, document readiness and the circumstances of the case. BOI promotion typically takes 60–120 days from filing to certificate. FBLs typically take 90–180 days and are discretionary. Bank account opening can add 1–10 days depending on ownership structure.

Do I need a Thai office address, and can it be a virtual office?

Yes — the DBD, Revenue Department, Social Security Office and bank all need a verifiable address with a lease and landlord consent letter. Virtual offices are accepted by the DBD for registration but rejected by the Revenue Department for VAT and by most banks for account opening. We recommend a real serviced office in Pattaya, Bangkok or Chonburi for any company that will trade, sponsor work permits or register for VAT.

What does it actually cost in 2026? (government fees)

Name reservation: free. Memorandum of Association registration: 500 THB. Limited company establishment registration: 5,000 THB. Certificate: 40 THB per item. Registration certificate: 100 THB per copy. Certified copies of registration documents: 50 THB per page. Stamp duty: ~200 THB. VAT registration: free. Tax ID: free. SSO registration: free. Bank account: 500–2,000 THB. Notary/translation (per page): 500–800 THB. Our all-in fee from 25,000 THB covers everything above plus drafting, filings, two company stamps and accompaniment.

Thai Ltd vs BOI vs Treaty of Amity — which should I pick?

Thai Limited if you have a Thai partner or your activity is unrestricted: cheapest, fastest, no ongoing reporting beyond standard accounting. BOI if your activity qualifies (tech, manufacturing, R&D, agribusiness, EEC): tax holidays and 100% ownership, but heavier reporting and a 1-year promotion review. Treaty of Amity if all shareholders are US: 100% ownership without BOI conditions, but excludes broadcasting, transport, banking, land and natural resources. FBL only if none of the above work. See our comparison table above.

What ongoing compliance does a Thai company have?

Monthly: PND 1/3/53 withholding tax (by the 7th), PP30 VAT (by the 15th), SSO contributions (by the 15th). Annually: corporate tax (PND 50, within 150 days of year-end), audited financial statements lodged with the DBD (within 1 month of AGM), AGM (within 4 months of year-end). Late filing penalties start at 200 THB per form and escalate fast. We handle the full compliance package — see our Accounting service.

Can I register a company while on a tourist visa or DTV?

Yes, registration is permitted on any legal status. Trading and being employed by the company requires a work permit and a Non-B visa. For the related ordinary business extension of stay, Immigration criteria generally require at least 2M THB paid-up capital per foreigner and a ratio of 1 foreign employee to 4 permanent Thai employees. Specified categories, including representative, regional and overseas-company branch offices, may qualify for relaxed criteria. We sequence the visa conversion alongside registration.

Why use a Pattaya-based firm instead of a Bangkok one?

If your business is on the Eastern Seaboard (Pattaya, Chonburi, Rayong, EEC) every filing — DBD Chonburi branch, Chonburi Revenue, Chonburi Social Security, Chonburi Immigration, EEC Office — is local to us. We file in person on the day of submission, not by courier, which cuts a week off most timelines and avoids the rejection-by-post loop that catches out remote agents.

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