Starting a business in Thailand begins with a commercial decision, not a company-registration form. First establish who the customer is, what the business will sell, where it will operate and whether the proposed activity and ownership structure are permitted. Only then should you commit to premises, capital, staff or incorporation.
This guide is for founders assessing a business that will operate in Thailand. It outlines the decisions that usually need to be made, but the correct structure depends on the founders, ownership, activity, location and plans for foreign workers.
1. Test the business case
Define the product or service, target customer, pricing, expected sales cycle and route to market. Estimate setup costs and at least the first year of operating cash needs. Include rent and deposits, professional fees, licences, payroll, tax, insurance, equipment, software and working capital—not only registered capital.
- Who will buy, and why will they choose this business?
- Will customers require Thai-language support, local invoicing or VAT registration?
- Does the activity depend on a particular location, licence, import approval or professional qualification?
- How long can the founders fund the business before it reaches break-even?
2. Define the exact activities
Prepare a plain-language list of every revenue-generating activity. Legal and licensing analysis must be based on what the business will actually do, not just its marketing label. Retail, food, tourism, education, recruitment, financial services, transport, import, manufacturing and digital services can trigger very different requirements.
Check the Foreign Business Act before deciding ownership. A Thai-incorporated company can still be treated as foreign for the purposes of restricted activities. Depending on the activity, the business may need a Foreign Business Licence, a Foreign Business Certificate, BOI promotion or a different ownership and operating model. Do not use nominee shareholders.
3. Choose an establishment route
Common routes include operating as an individual where legally available, a registered partnership, a Thai private limited company, a branch of a foreign company, a representative office with limited permitted functions, or a BOI-promoted company. Compare them against liability, ownership, tax, capital, governance, licensing, hiring and the ability to bring investment into Thailand.
A private limited company is a separate juristic person with shareholders and directors. It requires at least two shareholders and formal accounting, annual financial statements and corporate filings. A branch remains part of its foreign head office and may face Foreign Business Act permission and capital-remittance conditions. A representative office cannot simply conduct ordinary revenue-generating trade.
4. Check BOI eligibility early
The Board of Investment promotes specified activities that support Thailand’s economic and development priorities. Potential benefits may include tax incentives, permission for foreign ownership in promoted activities, facilitation for foreign specialists and permissions relating to land or machinery, depending on the promotion category and conditions.
Promotion is not automatic and should be assessed before finalising the investment plan. The application needs a credible project covering activity, technology or value creation, investment, employment, location, timetable and financial assumptions. A promoted company must comply with the approval conditions and reporting requirements.
5. Build a realistic ownership and capital plan
Document who will invest, the source of funds, share allocation, voting and director control, future funding needs and what happens if a founder leaves. Registered capital is not merely a number for the application: it should support the actual business and may affect licensing, foreign-business permission and foreign-worker planning.
For a private limited company, all shares must be subscribed and at least 25% of their value paid before registration. Keep evidence of genuine investment. Shareholder arrangements should reflect real ownership and control.
6. Confirm the location and licences
Before signing a long lease, confirm that the premises may be used for the intended activity and can support registrations and inspections. Obtain the owner’s documents and consent required for company, tax or licence applications. Check building use, signage, environmental, health, factory, food, alcohol, tourism or local permissions as relevant.
Company incorporation and an operating licence are separate matters. Build a licence register showing the authority, prerequisite documents, responsible person, application lead time, renewal date and conditions.
7. Register the business
For a Thai private limited company, the main decisions include the name, registered office, objectives, shareholders, capital, directors, signing authority and auditor. The DBD process covers name approval, the memorandum, incorporation decisions, share payment and registration. DBD Biz Regist is the current digital service for applications, signatures, fees and registration documents.
Keep certified or electronically issued formation documents securely. Banks, tax offices, licensing authorities, landlords and commercial counterparties may require current copies.
8. Set up tax, accounting and banking
Engage a Thai accountant before transactions begin so the chart of accounts, invoices, expense evidence and filing calendar are correct from day one. Determine corporate income-tax, withholding-tax, VAT and specific-business-tax obligations. The general VAT threshold is annual taxable turnover above THB 1.8 million, although exemptions and voluntary registration rules can affect the position.
Choose a business bank based on the company’s payment needs, currencies, online controls, branch access and required signatories. Ask the selected bank for its current document list; requirements and acceptance of foreign signatories vary by bank and case.
9. Plan employment and foreign-worker permissions
Prepare employment contracts, payroll, withholding tax and Social Security processes before hiring. A foreign shareholder or director does not automatically have permission to work in Thailand. Check the appropriate visa and work authorisation before carrying out work, and make sure the employer can satisfy the requirements for the intended role.
10. Launch with a compliance calendar
Create a calendar for tax returns, VAT, withholding tax, payroll, Social Security, licence renewals, annual accounts, audit, shareholder meetings and DBD filings. Assign an owner for each obligation and keep evidence of every submission and payment.
Go/no-go checklist
- The customer, offer, pricing and funding runway are credible.
- The exact activities are permitted under the proposed ownership structure.
- The establishment route has been compared against real operating needs.
- Required licences and premises conditions are known before commitments are signed.
- Capital, shareholder control and director authority are documented.
- Accounting, tax, banking, payroll and foreign-worker arrangements are ready.
- The founders know which assumptions require confirmation from a government authority or qualified adviser.
Do not treat incorporation as proof that the business model, foreign ownership, premises or regulated activity has been approved. Verify each of those questions separately before launch.