Practical answers for foreign founders and investors: which vehicle to use, when the Foreign Business Act applies, how BOI promotion and the Treaty of Amity change the ownership picture, the recurring filings that keep a Thai company in good standing, and how foreign corporate documents are authenticated for use in Thailand.
Sources: Civil and Commercial Code · Foreign Business Act B.E. 2542 · Department of Business Development · Revenue Department · BOI. General information only, not legal advice.
The private limited company is the default vehicle: separate legal personality, limited liability, and a share register that regulators and banks understand. Alternatives are the registered ordinary partnership, the limited partnership, a branch office, a representative office and a regional office. Each carries a different licensing and tax profile, so the choice should follow the actual activity rather than convenience.
Two or more promoters must subscribe to shares at incorporation under the current Civil and Commercial Code amendments. Shareholders may be individuals or juristic persons, Thai or foreign, subject to the sector rules of the Foreign Business Act.
There is no general statutory minimum for a purely Thai-majority company, but capital must be realistic for the business. Foreign-majority companies operating under a Foreign Business Licence face a statutory minimum, and companies sponsoring work permits face capital-per-foreign-employee thresholds set by the labour authorities.
At least twenty-five per cent of the par value of each subscribed share must be paid at incorporation. Many banks, licensing bodies and immigration officers nevertheless expect full payment before they accept the company as substantive.
The Foreign Business Act restricts foreign majority ownership in a long list of service and trading activities. Companies with foreign shareholding above forty-nine per cent in those activities need a Foreign Business Licence, a Foreign Business Certificate under a treaty, or a BOI promotion.
No. Holding shares on behalf of a foreigner to disguise beneficial ownership is an offence under the Foreign Business Act and exposes both the nominee and the foreigner to penalties. Thai shareholders should be able to evidence their own funds.
Yes. Directorship is not restricted by nationality. A foreign director who works in Thailand needs a work permit, and banks often ask that at least one authorised signatory be resident in Thailand.
Passport copy and, for corporate shareholders, a certificate of incorporation, a list of directors and a board resolution appointing the signatory. Documents issued abroad usually need certification in the country of origin, then legalisation for use in Thailand, then a Thai translation.
Name reservation is usually same day to a few days. Filing the memorandum and registration can be completed quickly once documents and signatures are in order; practical timelines commonly run one to three weeks when foreign signatories are abroad.
Yes, but foreign signatures normally need notarisation and legalisation before the registrar will accept them. Planning the signature route early avoids a second courier cycle.
Yes. The company must show a Thai address with the landlord's consent and supporting property documents. Virtual addresses are frequently rejected for VAT registration and licence applications.
A branch is the same legal entity as its parent, so the parent bears the liabilities and the branch generally needs a Foreign Business Licence. A subsidiary is a Thai company with its own legal personality and can be structured to fall outside the licence requirement.
It is the permission that allows a foreign-majority company to carry out an activity reserved under List 2 or List 3 of the Foreign Business Act. The application is assessed on technology transfer, employment, capital and the effect on Thai competitors, and the review typically takes several months.
The Treaty of Amity and Economic Relations between Thailand and the United States allows qualifying US-owned companies to operate with majority or full American ownership in most activities, via a certification process rather than a full licence. Several sectors, including land, communications and transport, remain excluded.
Depending on the activity, promotion can grant corporate income tax holidays, import duty relief, the right to own land for the promoted project, and streamlined visa and work permit processing through the One Stop Service Centre. Promotion also frequently removes the Foreign Business Act ownership restriction for the promoted activity.
It is activity-based. The eligible activity list is published, and applications are judged on investment size, technology, and value added. Businesses outside the list should plan on the licence route instead.
Restaurants and food premises, alcohol and tobacco retail, food supplements and cosmetics under FDA supervision, tour operations under the Tourism Authority regime, education, recruitment, insurance broking and financial services all sit under sector regulators with their own conditions.
Products are classified first, then the importer registers as an establishment and files product dossiers with formulas, labelling and, for some categories, laboratory testing. Timelines range from weeks for simple notifications to several months for full registration.
Not for regulated activities. Operating without the required licence can bring fines, closure orders and, in serious cases, criminal liability for directors.
No. Any juristic person, foreign or Thai, may apply to the Department of Intellectual Property. Registration is examined and published for opposition, so the process usually takes many months.
Copyright arises automatically on creation. Recordal with the Department of Intellectual Property is voluntary but provides useful evidence of ownership in a dispute.
It may perform non-revenue activities such as sourcing, quality inspection and reporting to the head office. It may not sell or invoice, and it is funded by remittances from the parent.
Generally no. Land ownership is limited to Thai-majority companies and specific promoted or treaty cases. Long leases and condominium ownership within the foreign quota are the usual alternatives.
Yes, as a contract between the parties, but provisions that conflict with the Civil and Commercial Code or the company's articles may not bind the company itself. Aligning the articles with the agreement avoids that gap.
Monthly withholding tax and, if registered, VAT returns; monthly social security contributions; a half-year corporate income tax estimate; audited annual financial statements; and the annual general meeting with filing of the shareholder list. Missing deadlines produces surcharges that accumulate quickly.
Registration is mandatory once annual turnover exceeds the statutory threshold, and is available voluntarily below it. Some licences and import activities effectively require it from day one.
Yes. Every registered company must file financial statements audited by a licensed Thai CPA, regardless of turnover, including dormant companies.
The standard rate is twenty per cent of net profit, with reduced progressive rates for qualifying small companies and exemptions for BOI-promoted activities within the promotion period.
It still files annual audited accounts and tax returns. Long dormancy without filings leads to penalties and eventually to striking off by the registrar.
Directors can be personally liable for tax and social security defaults, for failing to keep proper accounts, and for regulatory offences committed by the company under their management.
The permit is issued for a specific employer, position and location. Changing any of them requires an amendment, and the permit lapses when the employment ends.
As a general rule four Thai employees are expected for each foreign employee under the standard route, with registered capital thresholds applied alongside. BOI-promoted and treaty companies follow their own rules.
Yes, but supporting documents such as tax filings, social security registration and office photographs are examined closely for a newly incorporated company. A weak file is the most common reason for a short extension.
Dividends paid to shareholders are subject to withholding tax at the rate applicable to the recipient, reduced in some cases by a double taxation agreement. Documentation of residence is needed to claim treaty relief.
Accounting records, supporting vouchers, contracts and the share register must be kept for at least five years, in Thai or with Thai translation available to the authorities on request.
A shareholders' resolution to dissolve, registration of the liquidator, public notice, clearance of tax and social security obligations, and a final audited liquidation account. The process is rarely completed in under six months.
Certificates of incorporation, good standing certificates, board resolutions, powers of attorney, articles of association and signature specimen forms are the documents most often requested by Thai registrars and banks.
Notarisation in the country of issue, authentication by that country's competent authority, legalisation by the Royal Thai Embassy or Consulate, then certified Thai translation on arrival. From 28 February 2027 the Hague Apostille Convention enters into force for Thailand and will simplify the chain between contracting states.
For documents used in Thailand, the foreign document is authenticated first and the Thai translation is prepared afterwards, then certified where required. Reversing the order usually forces the file to be redone.
The certification itself does not expire, but Thai registrars and banks typically want company extracts issued within three to six months. Plan the sequence so the extract is still fresh at filing.
Thai registrars and most banks still expect wet-ink originals with notarisation. Electronic signatures are accepted in a growing number of private contracts but not yet reliably for registry filings.
Parties are free to contract in English, but documents filed with Thai authorities or produced in a Thai court require a Thai translation, and the Thai text will generally govern in proceedings.
Foreign judgments are not directly enforceable. A claimant must bring a fresh action in the Thai courts, using the foreign judgment as evidence. Foreign arbitral awards, by contrast, are enforceable under the New York Convention.
Arbitration is often preferred where enforcement across borders matters, because awards travel more easily than judgments. The clause must name the seat, the rules and the language clearly to be effective.
Registration documents, the shareholder list, board resolution, identification for all authorised signatories, evidence of the office, and often a director present in person. Compliance review of foreign shareholders can add several weeks.
Companies above the statutory revenue threshold file a disclosure form with the annual return and must be able to produce documentation showing that related-party transactions were priced at arm's length.
Verify the registered extract and share register, review audited accounts and tax filings, check land and lease titles, confirm licences are current and transferable, review employment obligations, and search for litigation and encumbrances.
In practice Thai labour protection applies to work performed in Thailand regardless of the stated governing law, so mandatory provisions on severance, working hours and termination cannot be contracted away.
Companies processing personal data need a lawful basis, a privacy notice, records of processing, security measures and a breach response process. Cross-border transfers require an adequate destination or approved safeguards.
/en/corporate/faq
ข้อมูลในหน้านี้อ้างอิงประกาศและระเบียบของหน่วยงานด้านล่าง ตรวจทานล่าสุด กรกฎาคม 2569 — ระเบียบอาจเปลี่ยนแปลงได้ โปรดตรวจสอบกับต้นทาง หรือสอบถามเจ้าหน้าที่ของเราทางโทรศัพท์ LINE หรืออีเมล
