Company Formations

Thai Limited Companies, US-Thai Treaty of Amity Companies, Representative Offices, Board of Investment (BOI) Companies, and Thai International Service Organizations (TISO)

Company Formation in Thailand | Expert Legal Services by Formichella & Sritawat

Welcome to FOSR Law, your trusted partner for seamless company formation in Thailand. Our experienced legal team specializes in guiding foreign and local investors through the complexities of establishing various types of private companies in Thailand, including Thai Limited Companies, US-Thai Treaty of Amity Companies, Representative Offices, Board of Investment (BOI) Companies, Eastern-Economic Corridor Promoted Company, and Thai International Service Organizations (TISO). With our comprehensive expertise and personalized approach, we ensure your business setup is efficient, compliant, and tailored to your goals.
Please note that Formichella & Sritawat is an independent private law firm. We are not affiliated with the Thai government. All official documents are issued by the relevant government authorities.
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Why Thailand for Your Business?

Thailand’s strategic location, robust economy, and investor-friendly policies make it an ideal destination for business expansion. Benefits include:
  • Strategic Hub: Central location in ASEAN, perfect for regional operations.
  • Incentives: Tax breaks and relaxed regulations through BOI and Amity Treaty.
  • Growing Economy: Strong sectors like manufacturing, technology, and tourism.
  • Skilled Workforce: Access to a talented, multilingual labor pool.

Our Company Formation Process

At Formichella & Sritawat, we simplify the Thai Limited Company formation process with a clear, step-by-step approach:
  1. Consultation: Discuss your business goals and recommend the best structure (Thai Limited, Amity, BOI, Representative Office, or TISO).

  2. Document Preparation:

    We prepare, draft, and translate all company formation and application documents required for submission to Thai government agencies.

    Please note: we do not issue or create government documents. All official certificates, registrations, and approvals are issued solely by the relevant authorities (DBD, Ministry of Commerce, BOI, etc.).

  3. Name Reservation: Reserve a unique company name with the DBD.
  4. Registration: We manage the full filing and submission process with the DBD, Ministry of Commerce, and BOI to ensure full regulatory compliance.
     
    All official documents (including the company affidavits, MOA registration, AOA registration, BOI certificates, and other government-issued records) are issued directly by the respective Thai authorities.
  5. Post-Registration Support: Handle VAT registration, work permits, visas, and ongoing compliance (e.g., tax filing, annual reports).
A Thai Limited Company is the most common business structure in Thailand, equivalent to a private limited company in other countries. It is a legal entity separate from its owners, offering limited liability protection to shareholders. It’s suitable for small to medium-sized businesses and foreign investors looking to operate in Thailand.
Overview:
  • Structure: Consists of shareholders (owners) and directors (managers). The company’s liability is limited to its registered capital.
  • Minimum Requirements:
    • Shareholders: At least 3 shareholders (individuals or entities, Thai or foreign).
    • Directors: At least 1 director, with no residency requirement unless specified by law or business type.
    • Registered Capital: Minimum of 2 million THB for businesses requiring a foreign business license; otherwise, no strict minimum, but 1 million THB is common for work permit eligibility.
    • Thai Ownership: Foreigners can own up to 49% of shares in most sectors due to the Foreign Business Act, unless exemptions apply (e.g., Board of Investment or US-Thai Amity Treaty).
  • Registration: Must register with the Department of Business Development (DBD) under the Ministry of Commerce. Requires a company name reservation, Memorandum of Association, and Articles of Association. (We prepare all required drafts for filing, and the DBD issues the official registered versions upon approval.)
  • Taxation: Subject to corporate income tax (20% standard rate), VAT (7% if applicable), and annual financial reporting.
  • Work Permits: Foreign employees need work permits, typically requiring 4 Thai employees per foreign work permit (with exceptions).
  • Compliance: Annual general meetings, audited financial statements, and tax filings are mandatory.
Key Requirements:
  1. Company Name: Must be unique, approved by the DBD, and include “Limited” at the end.
  2. Registered Address: A physical office address in Thailand is required.
  3. Memorandum of Association: Must outline the company’s objectives, capital, and shareholder details.
  4. Paid-Up Capital: At least 25% of registered capital must be paid up initially, with full payment within 3 years.
  5. Licenses: Certain industries (e.g., tourism, manufacturing) may require specific licenses or permits.
  6. Auditing: Accounts must be audited by a certified Thai auditor annually.

FAQs

Yes. A Thai company may be wholly or partly foreign-owned. However, a company with 50 per cent or more foreign ownership is generally a ‘foreigner’ under the Foreign Business Act and may not conduct a restricted business without an applicable licence, certificate or exemption. Possible routes include BOI promotion and, for eligible US investors, the US-Thailand Treaty of Amity.
The DBD registration itself may be completed relatively quickly once the name, documents, shareholders, directors, registered office and funding evidence are ready. The overall market-entry process can take longer if foreign ownership, source-of-funds review, tax registration, banking, work permits or sector licences are involved. The 2026 DBD registration requirements should be planned for before filing.
A Thai private limited company must have at least two shareholders. The company must continue to maintain the statutory minimum after incorporation; allowing the number to fall below it can create compliance and dissolution risk.
Generally, yes. Thai company law does not impose a general nationality or residence requirement for directors. Specific licences, promoted activities or regulated sectors may impose additional conditions, and a foreign director who works in Thailand normally needs appropriate immigration and work authorisation.
Not necessarily. Incorporation creates the legal entity, but it does not replace a Foreign Business Licence or Certificate, BOI certificate, sector licence, tax registration, premises approval or other authorisation required for the actual activity. Contracts and hiring should be timed against the approvals the business still needs.
A common risk is a mismatch between what the company is registered or authorised to do and what it actually does. Other recurring issues include unlicensed restricted services, unsupported share capital, nominee concerns, inadequate accounting and tax compliance, defective corporate approvals and foreign personnel working without proper authorisation.
Minority protection and negotiated governance rights can be lawful. Reserved matters, board representation and preference rights should nevertheless be proportionate and consistent with Thai company law. They cannot be used to disguise a lack of genuine Thai ownership or to circumvent the Foreign Business Act. The funding, economics and actual exercise of rights matter as much as the documents.

No. A Thai person must not hold shares on behalf of a foreigner to help the foreigner evade restrictions under the Foreign Business Act. A 51/49 split is not unlawful by itself; the issue is whether the Thai shareholders are genuine investors exercising their own ownership rights. FOSR’s Nominee Structure Assessment explains common indicators.

The Foreign Business Act is Thailand’s principal statute governing business activities carried on by foreigners. It identifies prohibited and restricted activities, defines who is treated as a foreigner and provides routes for licences and certificates. Classification turns on the actual revenue-generating activity, not only the broad objectives in the company affidavit.

No. Shareholder agreements, options, loans, voting arrangements and powers of attorney must operate within mandatory Thai law. A contract cannot validate a business or ownership structure that the law prohibits, and provisions designed to circumvent statutory restrictions may be unenforceable.

Paid-up capital is the portion of subscribed share capital that shareholders have actually paid to the company. It is different from registered capital stated in corporate filings. The company should maintain evidence of each subscription and payment, and the funding history must be consistent with the shareholder register and applicable DBD requirements.
Yes. A Thai company must maintain a registered office in Thailand and file changes with the DBD. The address should be genuine, available for official communications and suitable for the business and any licensing requirements. Landlord consent, house-registration documents and local permissions may be needed for filings.
Typical obligations include proper accounts, audited annual financial statements, tax filings, annual shareholder meetings, maintenance of statutory registers, corporate approvals and filings of material changes. Regulated, foreign-owned or promoted businesses may have additional reporting, licensing and employment obligations.
Potentially, but the transfer must be planned around the Foreign Business Act, sector licences, landholding, BOI conditions, contracts, tax and DBD filings. A change that introduces foreign shareholders or foreign signing authority may also trigger enhanced source-of-funds scrutiny under the DBD’s August 2026 requirements.
It is an activity that a foreigner may not carry on freely under the Foreign Business Act. List One activities are prohibited to foreigners; List Two activities require a higher approval route; and List Three activities generally require a Foreign Business Licence unless a certificate, treaty or other exemption applies. The precise scope of the business must be analysed.
A Thai company with foreign shareholders or directors can generally apply for a corporate bank account. Approval remains subject to each bank’s KYC, beneficial-ownership, source-of-funds and signatory requirements. The bank may require directors to attend in person and may request documents beyond the basic DBD file.
The DBD registers companies and partnerships, maintains corporate records, receives financial statements and administers the Foreign Business Act. It may request supporting documents, reject non-compliant filings and refer suspected offences to enforcement authorities. It is not the only regulator: sector agencies, tax authorities and labour authorities may have separate roles.

Yes, subject to immigration and work-permit requirements and any conditions attached to the company’s licence or promotion. Ordinary companies often need to meet capital and Thai-employment benchmarks, but exceptions and different procedures apply. BOI-promoted companies also face their own personnel rules; see FOSR’s update on BOI expatriate employment.

Generally, yes, unless a sector rule, licence, promotion condition or the company’s articles require otherwise. A foreign sole director does not by itself prove a nominee arrangement, but the overall funding, ownership, governance and business structure must still be genuine and compliant.
A Thai company is a separate Thai legal entity whose shareholders normally benefit from limited liability. A branch is part of the foreign head office rather than a separate person, so the head office remains responsible for branch obligations. A branch may still require Foreign Business Act and sector approvals before operating.

A genuinely Thai-owned company may own land for its legitimate business, subject to the Land Code and other applicable rules. A Thai-majority company cannot lawfully hold land as a proxy for a foreigner. Foreign-owned companies generally need a specific statutory route, such as qualifying BOI or industrial-estate permission, and the land must be used for the authorised purpose. See The Structures That Worked, Until It Didn’t.