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Thailand Business Registration Guide

the business registration and the corporate structures in Thailand for 2026. The guide covers: the DBD registration at the Department of Business Development; the Company Limited structure (minimum 3 shareholders); the Public Company Limited for the listed entities; the representative office for the foreign companies; the BOI promotion for the incentivised industries; and the VAT registration threshold of THB 1.8 million.

Department of Business Development (DBD) Registration — กรมพัฒนาธุรกิจการค้า

  • Jurisdiction: The DBD under the Ministry of Commerce is the primary registrar for all the business entities in Thailand. The registration is governed by the Civil and Commercial Code (the "CCC") and the Public Limited Companies Act.
  • Company name reservation: The applicant must reserve the company name with the DBD's "Name Reservation System". The name must end with "Company Limited" (บริษัทจำกัด) or "Public Company Limited" (บริษัทมหาชนจำกัด). The reservation is valid for 30 days.
  • Registration timeline: The full registration process (including the name reservation, the Memorandum of Association filing, the statutory meeting, and the company registration) takes approximately 7 to 15 business days if all documents are in order.

Company Limited — บริษัทจำกัด

  • Minimum 3 shareholders: A Thai Company Limited requires at least 3 shareholders at all times. The shareholders may be the individuals or the juristic persons (the companies). The foreign-owned companies (the "Foreign Business Act" restrictions) require the Foreign Business License (FBL) unless exempted under the treaty or the BOI promotion.
  • Share capital: The minimum registered capital is THB 2 million for the companies that need to employ the foreign workers (each foreign worker requires THB 2 million in the registered capital). The capital must be fully paid up within 3 years.
  • Directors — minimum 1: A Company Limited requires at least 1 director. The director may be a foreigner. The authorised director signs on behalf of the company. The company must have a registered address in Thailand.
  • Annual compliance: The company must file the annual financial statements with the DBD within 5 months of the fiscal year-end, hold the annual shareholders' meeting, and file the annual tax return (CIT) within 150 days of the fiscal year-end.

Public Company Limited — บริษัทมหาชนจำกัด

A Public Company Limited (PLC) is required for the companies that intend to list the shares on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment (MAI). The PLC requires at least 15 shareholders and the minimum registered capital of THB 5 million. The PLC is governed by the Public Limited Companies Act B.E. 2535 (1992) and is subject to the stricter reporting and the corporate governance requirements.

Representative Office — สำนักงานผู้แทน

The foreign companies may establish a "representative office" in Thailand under the Foreign Business Act. The representative office may only conduct the non-revenue-generating activities: the market research, the quality control, the coordination with the parent company, and the information gathering. The representative office is not subject to the CIT on the income but must register with the DBD and the Revenue Department. The income tax is not applicable as the office does not generate the revenue in Thailand.

BOI Promotion — การส่งเสริมการลงทุน

  • Board of Investment (BOI): The BOI offers the tax and the non-tax incentives for the eligible businesses in the targeted industries (the "S-Curve industries"): the digital, the biotechnology, the electric vehicles, the advanced manufacturing, and the green energy.
  • Tax incentives: The BOI-promoted companies may receive: (a) the exemption from the CIT for up to 13 years, (b) the exemption from the import duties on the machinery, (c) the exemption from the import duties on the raw materials, (d) the deduction of the transportation, the electricity, and the water costs.
  • Non-tax incentives: The BOI promotion also provides: the permission to own the land (for the promoted activities), the facilitation of the work permits and the visas for the foreign employees, and the permission to bring the foreign technicians and the experts.

VAT Registration — การจดทะเบียนภาษีมูลค่าเพิ่ม

  • Threshold — THB 1.8 million: The business with the annual turnover exceeding THB 1.8 million must register for the VAT with the Revenue Department within 30 days of the turnover exceeding the threshold. The VAT rate is 7% (the standard rate).
  • Voluntary registration: The business with the turnover below THB 1.8 million may voluntarily register for the VAT to claim the input VAT credits. Once registered, the business must charge the output VAT at 7% and file the monthly P.P.30 returns.

FAQs

Can a foreigner own 100% of a Thai company?

Generally no. The Foreign Business Act restricts the foreign ownership in most activities. The foreigner may own up to 49% of the shares in a Thai Company Limited (the "Thai-majority" requirement). The 100% foreign ownership is possible under the BOI promotion, the IEAT (Industrial Estate Authority of Thailand) zones, or the treaty protections (e.g., the US-Thailand Treaty of Amity).

What is the minimum salary for the foreign employee?

The work permit requires the minimum monthly salary of THB 50,000 for the foreign employee (the general standard) or THB 35,000 for the foreign employee from the ASEAN countries. The BOI-promoted companies must pay at least THB 65,000 per month.