Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Foreigners usually incorporate in Thailand as a private limited company registered with the Department of Business Development (DBD). Majority foreign ownership is the hard part: under the Foreign Business Act, a company with 50% or more foreign shareholding cannot carry on many listed activities, including most services, without a Foreign Business Licence, Board of Investment (BOI) promotion or a treaty exemption. Many foreign businesses therefore plan the BOI or licence route before registering.
Key takeaways
- A Thai private limited company needs at least two shareholders, reduced from three by Civil and Commercial Code amendments effective 7 February 2023.
- Under the Foreign Business Act 1999, a company is 'foreign' if foreigners hold half or more of its shares, and foreign companies need a licence or exemption for activities on Lists 1–3.
- BOI promotion can permit majority or full foreign ownership in promoted activities, plus tax and work-permit benefits.
- VAT is charged at 7% (a reduced rate) and registration is required once annual turnover exceeds THB 1.8 million.
- Every Thai company must have its financial statements audited by a Thai licensed auditor and filed with the DBD and Revenue Department each year.
Thailand at a glance
| Common entity for foreign owners | Thai private limited company; BOI-promoted company or FBL holder for foreign majority |
|---|---|
| Company registry | Department of Business Development (DBD), Ministry of Commerce |
| Foreign ownership | Below 50% without a licence; majority or full foreign ownership needs a Foreign Business Licence, BOI promotion or treaty route for restricted activities |
| Local director / resident requirement | No general Thai-director rule; at least two shareholders; signatories usually need to attend banks in person |
| Registered office | Thai registered office address required |
| Key tax registrations | Revenue Department tax ID; VAT (currently 7%) above THB 1.8 million turnover; Social Security Office for staff |
| Recurring compliance | AGM, audit by Thai licensed auditor, DBD filings, PND 50/51 returns, monthly VAT and withholding tax |
| Typical setup timeline (indicative) | Days to a couple of weeks for DBD registration; weeks to months more with BOI or a Foreign Business Licence |
Indicative only. Rules, filings, fees, ownership restrictions and timelines vary and change — confirm the current position before acting.
How the Foreign Business Act shapes your structure
The Foreign Business Act (FBA) is the first question for any foreign investor. It classifies restricted activities into three lists; List 3 includes most services, so consulting, software services, marketing and many trading models are caught when foreigners hold 50% or more.
| Route | What it allows | Trade-off |
|---|---|---|
| Thai-majority company | Foreigners hold less than half; no FBA licence needed | Thai shareholders must be genuine investors — nominee arrangements are illegal |
| BOI-promoted company | Majority or full foreign ownership in promoted activities, with incentives | Must meet BOI project conditions and report to BOI |
| Foreign Business Licence (FBL) | Foreign-majority company in a List 3 activity | Discretionary approval, minimum capital per activity and a lengthy review |
| Treaty route | US-majority companies under the Treaty of Amity (with exclusions) | Available only to qualifying US investors |
Foreign-majority companies also face minimum capital rules: generally THB 2 million, and at least THB 3 million per restricted activity when a licence is needed.
Step-by-step: registering a Thai private limited company
- Settle the ownership route — Thai-majority, BOI, FBL or treaty — before drafting documents.
- Reserve the company name with the DBD.
- File the memorandum of association listing the promoters (at least two), registered capital and objectives.
- Hold the statutory meeting to adopt the articles, appoint directors and auditor, and approve share allotments.
- Register the company with the DBD; at least 25% of each share must be paid. For foreign-held shares, the DBD may ask for evidence of the capital funds.
- Tax and social security: obtain the tax ID, register for VAT once the threshold applies, and register with the Social Security Office before hiring.
- BOI or FBL application, where that route is used.
DBD registration for a straightforward Thai-majority company can take days to a couple of weeks. BOI promotion or a Foreign Business Licence adds weeks to months; treat any timeline as indicative.
Documents, translations and legalisation
Individual shareholders and directors provide passports and addresses. Corporate shareholders provide a certificate of incorporation, articles, a board resolution authorising the investment and appointing a representative, and an ownership chart.
Thai authorities require Thai translations. Thailand acceded to the Apostille Convention in June 2026, with the Convention due to enter into force for Thailand on 28 February 2027. Until then, foreign documents generally need notarisation and legalisation through the Thai embassy or consulate; after that date, apostilles should be accepted from other Convention countries. Directors' signatures must match their DBD specimens.
Tax, VAT, work permits and BOI benefits
Thai companies pay corporate income tax, generally at 20%, with lower rates for qualifying small companies. They file a half-year return (PND 51) and an annual return (PND 50) within 150 days of year-end, and withhold tax on many domestic and cross-border payments.
VAT is currently charged at 7% under a reduced-rate decree; registration is required once annual turnover exceeds THB 1.8 million. VAT is filed monthly.
Foreign employees need a Non-Immigrant visa and work permit. In practice, immigration and labour officials apply ratios such as registered capital of around THB 2 million and several Thai employees per foreign work permit, unless the company is BOI-promoted, which relaxes these conditions.
Banking and KYC in Thailand
Thai banks usually require the DBD certificate, shareholder list, memorandum and articles, minutes of the meeting appointing signatories, and passports for all directors and beneficial owners. Most banks want signatories to attend in person, and some ask foreign directors to hold a work permit or visa before granting full online banking. Accounts for foreign-majority companies are reviewed more closely, so approval and timing vary and cannot be assumed.
Ongoing compliance and whether Thailand is right for you
Each year the company holds an annual general meeting within four months of year-end, has its financial statements audited by a Thai licensed auditor, files them with the DBD within one month of the AGM, files the shareholder list, and files PND 50 with the Revenue Department. BOI companies also submit BOI progress reports.
Thailand suits manufacturing, export-oriented and BOI-eligible technology businesses and companies selling into its large consumer market. For a services business wanting full foreign ownership without a licence process, Malaysia or Singapore is often simpler. Vietnam is the usual comparison for manufacturing cost.
Common mistakes to avoid
- Using Thai nominee shareholders to avoid the Foreign Business Act, which is illegal and exposes everyone involved.
- Registering a foreign-majority services company before securing BOI promotion or a licence.
- Setting registered capital too low for the work permits the business needs.
- Sending documents without certified Thai translations or the required legalisation.
- Forgetting that even a dormant Thai company needs an annual audit and DBD filing.
- Assuming BOI promotion is permanent and unconditional rather than tied to project conditions and reporting.
Documents and records to prepare
- Passports of shareholders and directors
- Parent certificate of incorporation and articles, legalised (or apostilled once in force)
- Board resolution approving the investment and appointing a representative
- Certified Thai translations
- Registered office evidence (lease or owner consent with house registration)
- Evidence of capital funds for foreign-held shares where requested
NYBACS 360° support
How NYBACS helps
- Maps your activities against the Foreign Business Act lists and compares Thai-majority, BOI, FBL and treaty routes.
- Coordinates our Thai partner on DBD registration and BOI or FBL applications.
- Organises legalisation and Thai translations of parent documents.
- Plans capital and staffing to support work permits.
- Sets up the annual audit, DBD, PND 50 and VAT compliance calendar.
Frequently Asked Questions
Can a foreigner own 100% of a Thai company?
Yes, if the activity is not restricted under the Foreign Business Act, or if you obtain BOI promotion, a Foreign Business Licence or a treaty exemption. For most services, one of these routes is needed.
Is BOI promotion better than a Foreign Business Licence?
If your activity is on the BOI's promoted list, BOI is often more attractive because it combines ownership relief with tax and work-permit benefits. A licence suits activities outside BOI categories but involves discretionary review.
How many shareholders does a Thai company need?
At least two, since the Civil and Commercial Code amendments that took effect on 7 February 2023. Previously three were required.
Does Thailand accept apostilles?
Thailand acceded to the Apostille Convention in 2026, with entry into force on 28 February 2027. Until then, plan for embassy legalisation.
Do I need an audit if the company has no revenue?
Yes. Thai companies must have annual financial statements audited by a Thai licensed auditor and filed, whatever their activity level.
