Thai Limited Company Registration 🏢
iVC 2025
End-to-end incorporation of a Thai limited company (Bor. Or. Jor.) under the Civil and Commercial Code and the Public Limited Companies Act. Covers company name reservation, MOA, statutory shareholders meeting, DBD registration, corporate seal, tax and VAT registration, social security, foreign-shareholder structuring under the Foreign Business Act B.E. 2542 (1999), and (where applicable) US-Thai Treaty of Amity certification or BOI promotion filing.
Quick answer: Thai Limited Company Registration
"จดทะเบียนบริษัทจำกัดในประเทศไทย · Fees THB 25,000–250,000. Suited to: Foreign investors, expat entrepreneurs, Thai founders, and joint-venture partners setting up a Thai limited company (Thai-majority, Treaty of Amity, BOI-promoted, or Foreign Business License route)."
- 01Can a foreigner own 100% of a Thai limited company?
- Only in specific cases: BOI-promoted activities, US-Thai Treaty of Amity nationals (most sectors), a Foreign Business License granted for a restricted activity, or activities outside FBA Lists 2 and 3. Otherwise, Thai shareholders must hold ≥ 51% of voting capital.
- 02How much registered capital is needed?
- Minimum THB 15/share × 3 shareholders = THB 45, but this is a bare legal minimum. Practical minimums: THB 2 million per foreign work permit; THB 3 million if using FBL Category 3; higher for BOI depending on category. Register capital to fit your operational needs, not the minimum.
- 03How does the Treaty of Amity work?
- US nationals and US-owned companies can hold ≥ 51% (up to 100%) of a Thai company in most sectors, exempt from FBA Foreign Ownership limits. Excluded sectors include communications, transport, banking, land, and natural resource exploitation. Certification is issued by the Department of Commercial Registration after diplomatic verification.
- 04How long does incorporation take?
- A straightforward Thai-majority incorporation is 5–10 working days from receipt of complete documents. Foreign structures add 2–8 weeks depending on FBL / Treaty / BOI route.
แหล่งข้อมูล:iVC — International Visa Center · ข้อมูลปรับปรุง 2026
Scope of services
- 1.Company name reservation (up to 3 name choices)
- 2.MOA (Memorandum of Association) drafting
- 3.Statutory shareholders' meeting minutes (in-person or by proxy)
- 4.DBD registration (paid-up capital 25% at incorporation)
- 5.Corporate seal design and manufacture
- 6.Tax ID and VAT registration
- 7.Social Security Office registration on hire of first employee
- 8.Bank account opening coordination (Kasikorn, SCB, Bangkok Bank, UOB)
- 9.Foreign Business License (FBL) application where required — Category 2 or 3 of FBA
- 10.US-Thai Treaty of Amity certification (majority US-owned)
- 11.BOI promotion application (Category A1–A5, Cat 5, Cat 7)
- 12.Shareholders Agreement drafting (recommended for ≥ 2 shareholders)
Compliance & Legal Basis
- §Civil and Commercial Code Book III Title XXII (limited companies)
- §Foreign Business Act B.E. 2542 (1999) — Lists 1, 2, 3 of restricted activities
- §Investment Promotion Act B.E. 2520 (as amended) — BOI route
- §US-Thai Treaty of Amity and Economic Relations (1966) — 51%+ US ownership permitted in most sectors
- §Revenue Code Section 66 — corporate tax residency
- §Foreign Employees Act B.E. 2551 — work permit ratio (4 Thais : 1 foreign work permit, subject to exemptions)
Timeline
- Week 1Structuring consult, name reservation, MOA drafting, capital plan.
- Week 2Statutory meeting; DBD registration; corporate seal.
- Week 3Tax + VAT registration; bank account opening.
- Week 4+ (optional)FBL / Treaty of Amity / BOI application, work permit setup.
Deliverables
- ✓Certificate of Incorporation (Nor. Nor. 3)
- ✓Company Affidavit (BOJ.4) & Shareholder List (BOJ.5)
- ✓MOA & Articles of Association (bilingual)
- ✓Tax ID card + VAT registration certificate (Phor.Phor. 20 if applicable)
- ✓Corporate seal, share certificates, statutory register
- ✓Post-incorporation compliance calendar
iVC Edge
- ★Structuring-first approach — we design the ownership stack for FBA compliance BEFORE registering
- ★In-house BOI, FBL, and Treaty of Amity specialists — no third-party mark-up
- ★Bilingual MOA and Shareholders Agreement drafted for court enforceability
- ★Bank-account introduction letters to relationship managers at 4 major banks
Red Flags to Avoid
- ⚠Nominee Thai shareholders (proxy holding) — criminal offence under FBA Section 36 (imprisonment up to 3 years, fine up to THB 1 million)
- ⚠Registered capital set at THB 100,000 for a business that needs work permits — you need THB 2 million per work permit under Ministerial Regulation
- ⚠Companies formed by unlicensed 'incorporation agents' who never file the required BOJ.5 update on share transfers
- ⚠'Free' English MOA translations that diverge from the Thai version — Thai version prevails; contradictions void your governance in dispute
Frequently asked questions
Can a foreigner own 100% of a Thai limited company?
Only in specific cases: BOI-promoted activities, US-Thai Treaty of Amity nationals (most sectors), a Foreign Business License granted for a restricted activity, or activities outside FBA Lists 2 and 3. Otherwise, Thai shareholders must hold ≥ 51% of voting capital.
How much registered capital is needed?
Minimum THB 15/share × 3 shareholders = THB 45, but this is a bare legal minimum. Practical minimums: THB 2 million per foreign work permit; THB 3 million if using FBL Category 3; higher for BOI depending on category. Register capital to fit your operational needs, not the minimum.
How does the Treaty of Amity work?
US nationals and US-owned companies can hold ≥ 51% (up to 100%) of a Thai company in most sectors, exempt from FBA Foreign Ownership limits. Excluded sectors include communications, transport, banking, land, and natural resource exploitation. Certification is issued by the Department of Commercial Registration after diplomatic verification.
How long does incorporation take?
A straightforward Thai-majority incorporation is 5–10 working days from receipt of complete documents. Foreign structures add 2–8 weeks depending on FBL / Treaty / BOI route.
Do all three shareholders need to be Thai?
No — only the aggregate voting capital must be Thai-majority (unless exempt). The three shareholders required at incorporation may include a mix of nationals; foreign shareholders may collectively hold up to 49% in non-exempt sectors.
What ongoing obligations does the company have?
Monthly WHT + VAT filings, monthly SSO filings, annual audited financials + PND. 50 corporate return, annual DBD BOJ.5 filing, annual General Meeting minutes, and business-license renewals where applicable. iVC covers all of this — see the Accounting matrix.