Foreigners can legally register a company in Thailand. The process is well-defined, though foreign ownership rules under the Foreign Business Act (FBA) shape which business structures are available to you and how much equity you can hold. This guide covers the main decisions you need to make: business structure options, ownership rules, capital requirements, registration steps, tax obligations, and how to sort out your work permit.
Why Thailand? The Case for Expanding Your Business Here
Thailand ranked among Southeast Asia’s top FDI destinations in 2024. According to the Thailand Board of Investment (BOI), investment applications hit a 10-year high of 1.14 trillion baht that year, with digital, electronics, and EV sectors leading the charge. The momentum has carried into 2025 and 2026.
There are a few things that make Thailand stand out as a regional business base:
- Strategic location: Thailand sits at the crossroads of mainland ASEAN, bordering Malaysia, Myanmar, Laos, and Cambodia. It is a natural gateway into Indochina markets.
- Competitive corporate tax: A flat 20% Corporate Income Tax (CIT) rate, among the lowest in Asia. VAT is fixed at 7%.
- Active BOI program: Priority-sector companies can access CIT exemptions for 3-15 years, 100% foreign ownership, and streamlined work permit processing.
- Solid logistics infrastructure: Laem Chabang Port, Suvarnabhumi Airport, and an expanding highway network make regional distribution manageable.
- Lower operating costs compared to Singapore or Hong Kong for comparable business operations.
Business Structures Available to Foreign Investors in Thailand
There are four main entity types foreign investors use when entering Thailand. The right choice depends on your industry, whether you need revenue-generating capability, and how much foreign ownership you want to hold.
Private Limited Company (บริษัทจำกัด)
The most common vehicle for foreign investors. It offers limited liability and operational flexibility. Under the FBA, foreign ownership is capped at 49%, meaning at least 51% of shares must be held by Thai nationals.
Despite being the minority shareholder on paper, foreign investors can retain operational control through well-structured shareholder agreements and board arrangements. This is a standard setup and widely used across industries.
BOI-Promoted Company
Companies operating in sectors the BOI identifies as priority industries, including technology, R&D, advanced manufacturing, clean energy, and digital services, can apply for BOI promotion. If approved, they gain up to 100% foreign ownership, CIT exemptions of 3-15 years (up to 15 years for high-tech or Eastern Economic Corridor projects), import duty waivers on machinery, and easier work permit processing for foreign staff.
Representative Office
A representative office can be 100% foreign-owned but cannot earn revenue, issue invoices, or sign contracts on behalf of the parent company. It is limited to market research, procurement support, and liaison work for the overseas head office. It is a reasonable first step for businesses scouting the Thai market before committing to full incorporation.
Branch Office
A branch office is an extension of the foreign parent company, not a separate legal entity. It can operate and generate income in Thailand, but all legal liability stays with the parent. A Foreign Business License (FBL) from the Ministry of Commerce is required if the business activities fall under FBA restricted lists.
| Structure | Foreign Ownership | Can Generate Revenue | Best For |
|---|---|---|---|
| Private Limited Company | Max 49% | Yes | Most general business activities |
| BOI Company | Up to 100% | Yes | Tech, manufacturing, priority sectors |
| Representative Office | 100% | No | Market research, sourcing support |
| Branch Office | 100% | Yes | Extension of an existing foreign company |
Understanding the Foreign Business Act (FBA)
The Foreign Business Act B.E. 2542 (1999) is the main legislation governing foreign participation in Thai business. It divides business activities into three lists based on their restriction level for foreign ownership.
- List 1: Completely closed to foreigners. Covers media, certain farmland categories, and strategic natural resources.
- List 2: Open to foreigners with Cabinet approval. Generally involves sectors tied to national security or cultural heritage.
- List 3: Sectors where Thai businesses are not yet considered ready to compete with foreign entities. Foreigners can enter with a Foreign Business License (FBL) from the Ministry of Commerce.
If your business activity falls outside all three lists, you can register directly without special permission. Many service businesses, export-oriented companies, and technology ventures fall into this category.
Key Requirements for Foreign Company Registration in Thailand
For a standard private limited company, here are the core requirements:
- At least 2 shareholders. The requirement was reduced from 3 following 2023 regulatory changes. These can be a mix of foreign and Thai nationals.
- At least 1 director, who can be a foreigner or Thai national. Foreign directors working in Thailand must hold valid visa and work permit documentation.
- Registered capital. There is no hard minimum for Thai-majority companies, but at least 2 million THB is required in practice to support a work permit for one foreign employee. FBA-compliant structures with higher foreign ownership generally need 2-3 million THB minimum.
- A physical Thai office address that can be verified, with a signed lease agreement. Some virtual office setups are accepted depending on the business type and licences being applied for.
- Required documents: Passports of all shareholders and directors, a draft Memorandum of Association (MOA), business objectives, and proof of office address.
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Step-by-Step: How to Register a Company in Thailand
Since January 1, 2026, all private limited company registrations in Thailand must go through the digital DBD Biz Regist platform, managed by the Department of Business Development (DBD). This means most of the process can now be done remotely, which is genuinely useful for foreign investors who cannot be physically present in Thailand at every stage.
- Reserve your company name. Submit three proposed names to the DBD via the online platform. Names cannot resemble existing registered companies and cannot reference the royal family or government agencies. Approval usually takes 1-3 business days.
- Prepare and file the Memorandum of Association (MOA). The MOA covers your company name, registered address, business objectives, and total registered capital. All promoters (initial shareholders) must sign.
- Hold a Statutory Meeting. This meeting formally adopts the articles of incorporation, appoints the board of directors and auditor, and confirms capital payment.
- Register the company with the DBD. Submitted on the same day as or immediately after the Statutory Meeting. The DBD typically issues a Certificate of Incorporation within 3-7 business days.
- Open a corporate bank account. All authorized directors must attend in person at a Thai bank. The bank requires company documents dated within the last 30 days, and Thai banks have tightened their requirements in recent years, so having a local Thai phone number and email on hand helps.
- Register for tax. Register with the Revenue Department to get a Tax Identification Number (TIN). VAT registration is mandatory if annual turnover is expected to exceed 1.8 million THB.
- Apply for visa and work permit. Any foreign director or employee working in Thailand must hold a Non-Immigrant B Visa and a Work Permit from the Department of Employment before starting work.
From name reservation to an operational company, the whole process typically takes 2-4 weeks for a standard registration. BOI approval or FBL applications add additional processing time on top of that.
Cost of Setting Up a Company in Thailand
Costs vary depending on the structure chosen and how much of the process is handled by a professional service. Here is a general breakdown:
| Cost Component | Estimated Amount |
|---|---|
| DBD registration fee | ~5,000 THB |
| Legal / consultant fees (basic package) | 25,000 – 50,000 THB |
| Comprehensive setup (including visa and full support) | 100,000 – 180,000 THB |
| Minimum capital (for 1 foreign work permit) | 2,000,000 THB |
| Office address / registered premises | Varies by location |
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Tax Obligations for Foreign-Owned Companies in Thailand
Every company operating in Thailand must meet these tax requirements:
- Corporate Income Tax (CIT): A flat 20% rate on net profit. BOI-promoted companies can receive full CIT exemptions for 3-15 years, depending on the sector and investment category.
- Value Added Tax (VAT): 7% on sales, applicable once annual turnover exceeds 1.8 million THB. The 7% rate was extended by Cabinet resolution in October 2025.
- Withholding Tax: 10% on dividends and 15% on interest, royalties, and service fees paid to overseas parties. Thailand has Double Taxation Agreements (DTAs) with over 60 countries, including Indonesia, which can significantly reduce these rates.
Annual financial statements must be audited and submitted to the Revenue Department. Companies are also required to file a mid-year tax estimate at the halfway point of each fiscal year.
Visas and Work Permits for Foreign Directors and Employees
Any foreigner actively working in Thailand through their company needs both a valid visa and a work permit. Here is what that looks like in practice:
- Non-Immigrant B Visa: Required for business activities in Thailand. Apply at a Thai embassy or consulate in your home country. This visa is the prerequisite for a work permit application.
- Work Permit: Issued by the Department of Employment. For each foreign employee sponsored, the company must employ at least 4 Thai nationals registered under the Social Security Office and maintain at least 2 million THB in paid-up capital.
- BOI companies: Get significantly easier work permit conditions and can process visas through the Thailand Investment and Expat Services Center (TIESC) at One Bangkok.
What to Watch Out For Before You Register
- Do not use illegal nominee arrangements. Placing Thai nationals as formal shareholders while actual control stays with a foreigner is illegal and actively monitored by Thai authorities.
- Consider BOI from the start. If your business falls within a BOI-eligible sector, pursuing promotion early is far more practical than trying to retrofit it after the fact.
- Get certified translations. All foreign-language documents must be translated by translators certified by the Thai Ministry of Justice. Uncertified translations get rejected, full stop.
- Confirm director visa status before signing. Foreign directors signing incorporation documents in Thailand need valid visa status at the time. Some founders initially appoint a Thai interim director to speed things up, then transfer directorship afterward.
- Work with professionals who know Thai bureaucracy. The DBD process runs in Thai. A single administrative error can mean restarting the whole submission from scratch.
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Frequently Asked Questions
Can a foreigner own 100% of a company in Thailand?
Yes, in certain situations. For business activities outside the FBA restricted lists, full foreign ownership is possible without special permits. For restricted activities, 100% foreign ownership is achievable through BOI promotion or a Foreign Business License (FBL), though FBL approval has strict criteria and is difficult to obtain. For a standard private limited company, Thai nationals must hold at least 51%.
How long does company registration in Thailand take?
A standard private limited company registration with the DBD typically takes 2-4 weeks. BOI approval or FBL applications require additional time, anywhere from a few extra weeks to several months depending on the application complexity.
What is the minimum capital required to register a company in Thailand?
There is no statutory minimum for Thai-majority companies in theory, but at least 2 million THB is needed in practice to support a work permit for one foreign employee. Foreign-majority companies under the FBA generally need 2-3 million THB minimum, plus FBL requirements.
Does a Thai company need a Thai director?
No. There is no legal requirement for a Thai national director. Any foreign director working in Thailand must hold a valid Non-Immigrant B Visa and Work Permit. Some founders appoint a Thai interim director during incorporation to simplify the process, then transfer directorship once the company is set up.
What taxes does a foreign-owned Thai company pay?
The standard Corporate Income Tax rate is 20% of net profit. VAT is 7% for businesses exceeding 1.8 million THB in annual revenue. Withholding tax applies to dividends paid overseas (10%) and to interest, royalties, or service fees (15%). BOI-promoted companies may receive CIT exemptions for 3-15 years depending on their category.
Can a company from another country expand directly into Thailand?
Yes. A foreign company can set up a subsidiary (a new private limited company) or open a branch office in Thailand. Cross-border tax planning is worth doing properly from the start to avoid double taxation. Thailand has Double Taxation Agreements with over 60 countries, including Indonesia, which can reduce withholding tax rates on inter-company payments significantly.
References
1. Thailand Board of Investment. (2024). BOI Investment Statistics 2024. BOI Thailand. Retrieved from
https://www.boi.go.th/en/index
2. Department of Business Development, Ministry of Commerce Thailand. (2026). Company Registration via DBD Biz Regist. Retrieved from
https://www.dbd.go.th/
3. Thailand Revenue Department. (2025). Corporate Income Tax Overview. Retrieved from
https://www.rd.go.th/english/
4. Foreign Business Act B.E. 2542 (1999). Regulation of Foreign Business in Thailand. Ministry of Commerce Thailand. Retrieved from
https://www.dbd.go.th/
