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HomeBackCompany Formation
Business in Thailand · 2026
Company Formation
in Thailand.
Business structures, foreign ownership rules, registration steps and costs for British and European entrepreneurs, investors and remote business owners setting up a company in Thailand.
49%
Max Foreign Ownership
Standard Route
100%
BOI Route
Qualifying Industries
20%
Corporate Tax
Standard Rate
Before You Begin
Who we help
We register companies for British and European nationals who want to establish a legal business presence in Thailand, whether as a working director, an investor holding property through a company, a remote worker formalising their status, or an entrepreneur building a Thailand-based operation.
Entrepreneurs
Starting a product or service business operating in Thailand.
Remote Business Owners
Formalising a Thailand presence for visa and work permit eligibility.
Property Investors
Holding Thai property through a company structure.
Business Structures
Choosing the right structure
The structure you choose determines how much of the business you can own, what activities you can conduct, your tax obligations, and your work permit eligibility. Most British and European entrepreneurs operate through a Thai limited company or a BOI-promoted entity.
Thai Limited Company
บริษัท จำกัด
Foreign Ownership
Up to 49%
Min. Capital
2,000,000 THB (with foreign shareholder)
Most common structure for expats. Requires Thai majority shareholders.
Advantages
- Widely understood and accepted
- Can hire foreign employees with work permits
- Corporate tax rates apply
Limitations
- Foreign shareholder limited to 49%
- Requires minimum 3 Thai shareholders
- Nominee risks if Thai shareholders are not genuine
BOI Promoted Company
บีโอไอ
Foreign Ownership
Up to 100%
Min. Capital
Varies by activity
Technology, manufacturing, services and targeted industries. Full foreign ownership permitted.
Advantages
- 100% foreign ownership
- Corporate tax exemptions up to 8 years
- Import duty exemptions
- Streamlined work permit process
Limitations
- Not all business types qualify
- Application process takes 60–90 days
- Ongoing reporting requirements to BOI
Representative Office
สำนักงานตัวแทน
Foreign Ownership
100% (parent company)
Min. Capital
3,000,000 THB over 3 years
Market research, procurement and liaison for a foreign parent company. Cannot generate revenue in Thailand.
Advantages
- 100% foreign owned
- Simple structure
- No local Thai shareholders required
Limitations
- Cannot conduct revenue-generating activities
- Cannot sign contracts on behalf of Thai clients
- Must remit funds from abroad
Branch Office
สาขา
Foreign Ownership
100% (parent company)
Min. Capital
3,000,000 THB
Foreign companies wanting to operate in Thailand under the parent company's name.
Advantages
- 100% foreign owned
- Can generate revenue
- Operates under parent company umbrella
Limitations
- Parent company liable for all debts
- Requires Foreign Business Licence for most activities
- Less flexible than an independent Thai company
Foreign Business Act
Foreign ownership rules
The Foreign Business Act B.E. 2542 (1999) governs what business activities foreigners may conduct in Thailand and under what conditions. Understanding it before committing to a structure is not optional, it is foundational.
List 1
Absolutely Prohibited
Foreigners may not engage in these activities under any circumstances. Includes: farming, livestock, forestry, fishing, Thai traditional medicine, accounting, legal services, trading antiques.
List 2
Cabinet Approval Required
Activities with national safety or cultural significance. Includes media, land trading, Thai goods trading. Foreign participation possible with Cabinet approval and minimum 40% Thai ownership.
List 3
Foreign Business Licence
Most service businesses, construction, retail and distribution. A Foreign Business Licence from the DBD is required. BOI promotion can exempt qualifying companies from this requirement.
Nominee Shareholders Are Illegal
The practice of using Thai nationals as nominee shareholders — where they hold shares purely to satisfy the 49% Thai ownership rule with no genuine investment — is explicitly illegal under the Foreign Business Act. Penalties include forced dissolution of the company, fines and criminal liability for directors. Genuine Thai business partners with real commercial involvement are required. If a lawyer or agent suggests nominees, disengage immediately.
BOI Promotion
Board of Investment promotion
The Thailand Board of Investment (BOI) promotes foreign investment in targeted industries by offering significant incentives including full foreign ownership, corporate tax exemptions and streamlined work permits. For qualifying businesses, BOI promotion fundamentally changes what is possible in Thailand.
Key benefits
- 100% foreign ownership permitted
- Corporate income tax exemption for 3–8 years (depending on category)
- Exemption from import duties on machinery
- Permission to own land
- Streamlined work permit process with no Thai employee ratio requirement
- No minimum capital requirement for most activities
- Exemption from foreign business licence requirement
Supported industries
- Technology and digital services
- Advanced manufacturing
- Medical devices and healthcare
- Agriculture and food processing
- Creative industries
- Tourism infrastructure
- Research and development
- Logistics and distribution hubs
- Electric vehicles and components
- Financial technology
Timeline
BOI applications are submitted online through the BOI's Single Window service. Standard processing takes 60–90 days. Once promoted, the company must register within 6 months and begin operations within 3 years. Applications require a business plan, investment projections, and evidence of the applicant's background and financial capacity.
Registration Process
Step-by-step registration
A standard Thai limited company can be registered in 2–4 weeks once shareholder arrangements and documentation are in order. The following steps apply to a standard Thai limited company. BOI applications follow a different process.
01
Reserve Company Name
1–3 daysFile a name reservation with the Department of Business Development (DBD). Name must be unique and not conflict with existing registrations.
02
Draft Memorandum of Association
3–5 daysPrepare the MOA outlining company objectives, registered capital, and shareholder structure. Requires a minimum of three promoters.
03
Hold Statutory Meeting
1 dayShareholders convene to adopt the MOA, approve articles of association, and appoint directors and auditor.
04
Register with DBD
1–3 daysFile registration documents with the Department of Business Development. Company receives its company certificate and tax ID.
05
Open Corporate Bank Account
5–10 daysOpen a Thai corporate bank account. Required documents include company registration certificate, articles of association, and director identification.
06
Register for VAT
2–5 daysIf annual revenue exceeds 1.8 million THB, VAT registration is mandatory. Below this threshold, registration is optional but often beneficial.
07
Apply for Work Permits
7–14 daysForeign directors and employees require work permits. Company must meet capital and Thai employee ratio requirements.
Costs
What it costs to set up
The following are realistic estimates for a straightforward Thai limited company registration handled by a professional law or accounting firm. Costs vary based on registered capital, complexity and the firm engaged.
| Item | Estimated Cost (THB) |
|---|---|
| Government registration fees | 5,000 – 15,000 |
| Legal and formation fees | 25,000 – 60,000 |
| Company seal and documents | 2,000 – 5,000 |
| Accounting setup and first year | 15,000 – 40,000 |
| Corporate bank account opening | 0 (but may require initial deposit) |
| Work permit application (per person) | 3,000 – 5,000 |
| Annual audit (required) | 15,000 – 35,000 |
| Realistic total (setup year) | 80,000 – 160,000 THB |
Ongoing compliance costs (annual audit, VAT filings, social security, work permit renewals) typically add 40,000–80,000 THB per year.
Tax & Accounting
Corporate tax obligations
Thai corporate tax is straightforward for most businesses. The standard rate is competitive by regional standards, and SME rates offer meaningful advantages for smaller operations.
Corporate Income Tax
- Standard rate: 20% on net profit
- SME rate: 0% up to 300,000 THB
- SME rate: 15% on 300,001–3,000,000 THB
- BOI exemption: 0% for 3–8 years (qualifying activities)
- Half-year estimated tax payment required
- Annual tax return due within 150 days of year-end
VAT
- Standard rate: 7% (currently reduced from 10%)
- Registration mandatory if annual revenue exceeds 1.8M THB
- Monthly VAT returns (PP.30 form)
- Input VAT on purchases can be offset against output VAT
- Some activities are VAT exempt (education, healthcare, financial services)
Withholding Tax
- Deducted at source on certain payments
- Freelancers and service providers: typically 3%
- Dividends to foreign shareholders: 10%
- Royalties: 15%
- Must be remitted to Revenue Department by the 7th of following month
Accounting Requirements
- All companies must maintain accounts in Thai
- Annual audit by a Thai certified auditor is mandatory
- Financial statements must be filed within 5 months of year-end
- Bookkeeping records must be retained for 5 years
- English-language management accounts are common alongside Thai statutory accounts
What Goes Wrong
Common mistakes to avoid
Using nominee shareholders
The most significant and most common error. Nominee shareholders are illegal. The practice is periodically cracked down on, and companies can be forcibly dissolved. If you are advised to use nominees, find a different lawyer.
Underestimating work permit requirements
A work permit requires the company to meet capital and Thai employee ratios. A company with insufficient registered capital or too few Thai employees cannot legally support a foreign work permit. Plan these requirements before registration, not after.
Confusing visa and work permit
A business visa (Non-B) allows you to stay in Thailand. A work permit allows you to work. Both are required. Many people assume the visa alone is sufficient and work without a permit, this is a criminal offence in Thailand.
Neglecting annual compliance
Thai companies must file annual accounts, hold annual general meetings, and maintain proper accounting records. Failing to do so results in fines and can affect work permit renewals. Many expats set up a company and then neglect compliance, creating serious problems later.
Choosing the wrong accounting firm
Not all Thai accounting firms have experience with foreign-owned businesses. Choose a firm experienced with expat clients that can provide English-language reporting and understands the work permit implications of accounting decisions.
Questions
Frequently asked questions
Can a foreigner own 100% of a Thai company?
Under standard rules, no. The Foreign Business Act limits foreign ownership to 49% in most sectors. Exceptions exist through BOI promotion, Treaty of Amity (US citizens only), and specific licence categories. Representative Offices and Branch Offices are 100% foreign-owned but have restricted activities.
What is a nominee shareholder and why is it a risk?
A nominee shareholder is a Thai national who holds shares on behalf of a foreigner purely to satisfy the 49% Thai ownership requirement, with no real investment or involvement. This practice is illegal under the Foreign Business Act. Penalties include fines, forced dissolution, and criminal liability for directors. Genuine Thai shareholders are required.
How much does it cost to set up a Thai limited company?
Government registration fees are modest, approximately 5,000–15,000 THB depending on registered capital. Professional legal and accounting fees for a straightforward registration typically range from 25,000–60,000 THB. BOI applications add cost and complexity. Total budget of 80,000–150,000 THB is realistic for a professionally handled registration.
How long does company registration take?
A standard Thai limited company can be registered in 2–4 weeks once all documents are prepared and shareholders are identified. BOI promotion applications take 60–90 days. Opening a corporate bank account and obtaining work permits adds further time.
Do I need a Thai lawyer to register a company?
It is possible but not advisable to self-register. Thai company law is complex, shareholder agreements matter significantly, and errors in registration are difficult and costly to correct. Engaging a reputable Thai law firm with experience in foreign business registration is strongly recommended.
What is the corporate tax rate in Thailand?
Standard corporate income tax is 20% on net profit. SMEs with paid-up capital not exceeding 5 million THB and annual revenue under 30 million THB qualify for reduced rates: 0% on the first 300,000 THB profit, 15% on 300,001–3,000,000 THB, and 20% above that. BOI-promoted companies receive full tax exemptions for 3–8 years depending on category.
What industries are restricted under the Foreign Business Act?
List 1 industries are absolutely prohibited to foreigners: rice farming, livestock farming, forestry, fishing, accounting, legal services, Thai traditional medicine, and others. List 2 industries require Cabinet approval. List 3 industries (including most retail, service and manufacturing) require a Foreign Business Licence from the DBD. BOI promotion can bypass many of these restrictions.
Related Resources
Work Permits
→Legal authorisation to work in Thailand
Business Visa
→Non-Immigrant B visa requirements
BOI Applications
→100% foreign ownership and tax exemptions
Banking Services
→Corporate accounts and business banking
Company Formation Lawyers
→Our process, commitments and the team handling your case
Help at Hand
→Vetted Thai law firms for business
Consultation
→WhatsApp consultation
Lawyers for Expats Thailand, 2026. The content of this page is general legal information and does not constitute legal advice for any specific matter. Please contact us for advice on your individual circumstances.