Registering a company in Thailand is not just a form-filing exercise. Before submitting an application, the founders need to settle the proposed activities, ownership, capital, directors, signing authority and registered office—and confirm that the business may legally operate under that structure.
This guide focuses on a Thai private limited company, the structure most commonly considered by small and medium-sized businesses. Requirements can differ for partnerships, public companies, branches, representative offices and businesses promoted by the Board of Investment (BOI).
1. Confirm the business activity and ownership first
Write down every activity the company expects to earn revenue from. This matters because some activities are restricted under the Foreign Business Act or regulated by sector-specific laws. A company can be successfully incorporated by the Department of Business Development (DBD) and still require a Foreign Business Licence, Foreign Business Certificate, BOI approval or another operating licence before starting that activity.
- Identify the actual goods and services the company will provide.
- Confirm the proposed Thai and foreign shareholding.
- Check whether any foreign shareholder, director or worker needs immigration or employment permission.
- Check sector licences before signing a lease, employing staff or taking customer payments.
2. Decide the company structure
A private limited company needs at least two shareholders. Decide the number and class of shares, registered capital, subscription by each shareholder, directors and the rules for signatures that bind the company. At least 25% of the value of subscribed shares must be paid before registration. Capital should also be realistic for the intended activity, licences, foreign ownership and any planned foreign employees; there is no single capital figure that suits every company.
3. Prepare the registration information
Prepare consistent information before starting the DBD application. Changes and mismatches are a common source of delay.
- Proposed company name and acceptable alternatives.
- Province and full address of the registered head office, with evidence that the address may be used.
- Company objectives that accurately cover the intended activities.
- Registered capital, share value and allocation of shares.
- Names, identification details and addresses of shareholders, promoters and directors.
- Director signing authority and whether a company seal will be used.
- Details of the company’s first auditor.
- Articles of association, if the company will use provisions beyond the standard legal rules.
4. Reserve the name
Submit the proposed name through the DBD service and do not assume that a trading name, domain or trademark guarantees approval. The approved name must be used consistently in the memorandum and incorporation documents. Check the validity period shown by DBD and complete the next stage before it expires.
5. Complete the memorandum and incorporation decisions
The memorandum records core information including the approved name, province of the registered office, company objectives, capital and promoter subscriptions. All shares must be subscribed. The statutory meeting deals with the articles, promoter expenses, share allocation, appointment of the first directors and auditor, and other formation matters. The promoters then transfer the business of formation to the directors.
6. Pay the required share capital
The directors call for payment of at least 25% of the subscribed share value before registration. Keep clear evidence of payment and the source of funds. DBD may require additional financial evidence in cases involving foreign participation or other risk factors. Nominee shareholding is not a lawful substitute for complying with foreign-ownership rules.
7. File with the Department of Business Development
DBD Biz Regist is the current digital registration service. It supports preparation and submission of the application, signatures, fee payment and receipt of registration documents. Depending on the case, filing or assistance may also be available through the relevant DBD or provincial office. Review every name, identification number, address, share figure and signature rule before submission.
When registration is approved, retain the company affidavit or certificate, memorandum, incorporation particulars, shareholder list, articles and receipts. Banks, tax offices, landlords, licensing authorities and counterparties may request current certified or electronically issued copies.
8. Complete the post-registration work
Incorporation is the beginning of the compliance cycle. Immediately identify which of the following apply:
- Revenue Department registration and corporate income-tax filings.
- VAT registration where the business is liable or chooses to register; the general threshold is annual taxable turnover above THB 1.8 million, subject to exemptions and special rules.
- Withholding-tax duties when making covered payments.
- Social Security employer registration and employee enrolment when employing staff.
- Foreign Business Act permission, BOI conditions and sector-specific operating licences.
- Visa and work-permit arrangements for foreign workers and directors who work in Thailand.
- Accounting records, statutory registers, annual financial statements, audit and annual shareholder procedures.
Documents to keep under control
Maintain a permanent company file containing formation documents, statutory registers, shareholder and director resolutions, share-payment evidence, licences, tax registrations, employment records and filing receipts. Record renewal and filing dates in a compliance calendar and update DBD, tax and licensing records when registered particulars change.
Common mistakes to avoid
- Choosing shareholders before checking the Foreign Business Act and the real operating activity.
- Using broad objectives as a substitute for an operating licence.
- Selecting capital solely to minimise registration cost without considering licences, credibility and staffing plans.
- Using a registered-office address without documented permission.
- Assuming incorporation permits a foreign director or shareholder to work in Thailand.
- Leaving accounting, VAT and employer setup until the first filing deadline is close.
Final check before filing
Confirm the current forms, evidence, fees and submission method with DBD. For foreign ownership, regulated activities or complex shareholder arrangements, obtain advice based on the exact activity and ownership structure rather than relying on a generic percentage or capital rule.