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. For companies that will sponsor a foreign work permit, the minimum is 2,000,000 THB per work permit issued, and 4 Thai employees must be employed for each foreign work permit.
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
Government registration fees for a 2M THB capital company are roughly 7,000 THB. The bigger numbers are professional fees (legal drafting, 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.