Country：泰国 · Entity Incorporation
Thailand · Entity Incorporation
The private limited company is the mainstream vehicle in Thailand. Under the Foreign Business Act (FBA), foreign shareholding over 49% requires BOI promotion or a Foreign Business License (FBL) for majority ownership. Ordinary companies must have at least 1 Thai director; the minimum paid-in capital is THB 2 million (plus THB 2 million per foreign employee). DBD online (e-Registration) takes about 12–18 working days.
Key points
- Entity types: private limited company (foreign mainstream)/representative office/branch/partnership
- FBA: foreign over 49% requires BOI or FBL; most industries default to a 49% cap
- Ordinary companies: at least 1 Thai director; paid-in capital no less than THB 2 million (non-restricted business)
- Per foreign employee: registered capital no less than THB 2 million (work permit/visa)
- Name must be bilingual Thai and English; DBD e-Registration about 12–18 working days
Procedure
- Reserve the company name with DBD (provide 3 alternatives, about 2 working days).
- Prepare the articles and shareholder documents (bilingual Thai/English notarization).
- Pay in registered capital (remit from abroad; bank issues the capital confirmation letter).
- Obtain the Certificate of Incorporation and tax number (PP.20).
- Open the company bank account (directors attend).
Hard requirements
- At least 2 shareholders (ordinary company Thai shareholding not less than 51%, unless BOI/FBL obtained)
- At least 1 Thai director (ordinary company; BOI can have all-foreign directors with special approval)
- Paid-in capital no less than THB 2 million (increasing per employees/business type)
- Commercial-use registered address
Costs
Paid-in capital from THB 2 million (plus THB 2 million per foreign employee)Low government fees; advisor and notarization fees separateBOI/FBL application fees⏱ ⏱ Timeline：DBD registration about 12–18 working days.⚠ Common risks
- FBA limit: foreign over 49% without BOI/FBL is a criminal violation (up to 3 years imprisonment/THB 1 million fine)
- Nominee shareholding is illegal with accountability and penalties
- Unpaid or insufficient capital affects work permit processing
- Office address on-site inspection (residential or shared offices need consent letters and filing)
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：Chinese capital establishing a foreign private limited company in Thailand, including BOI-promoted and non-BOI (FBL/JV) routes.
Prerequisites
- China ODI filing or approval completed (see ODI dimension) before remitting capital.
- Proposed business not on FBA Category 1 prohibited list (land transactions, media, part of agriculture, etc.).
- Equity structure determined: ordinary company Thai shareholding not less than 51%, or BOI/FBL obtained to exceed the 49% cap.
- At least 1 Thai director appointed (ordinary companies; BOI can be all-foreign with special approval).
- Commercial-use registered address (residential or shared offices need consent letters and filing).
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | Industry foreign-investment access check (FBA three-category list). Check FBA Category 1 (prohibited), Category 2 (Cabinet FBL), and Category 3 (DBD FBL) to confirm business restrictions and the required license route. | China legal / Thai lawyer | 1–2 weeks | Advisor or law firm fees (per complexity) | FBA list item-by-item comparison table | Penalty：Misjudgment causing foreign ownership over 49% without a license is a criminal violation (up to 3 years imprisonment or THB 1 million fine) |
| 2 | Determine the equity structure and BOI/FBL route. If the business is restricted or full ownership is needed, prioritize BOI promotion; otherwise use the FBL or a Thai-majority JV. BOI can waive shareholding caps and grant non-tax benefits such as land ownership. | Founder / Thai lawyer | 1–2 weeks | Structure design mostly internal cost | Equity structure diagram, shareholder agreement | Penalty：Foreign ownership over 49% without BOI or FBL is illegal; can be ordered to divest or fined |
| 3 | Reserve the company name with DBD (Thai and English). Submit 2–3 alternative names via DBD e-Registration; must be bilingual Thai and English, avoiding restricted or sensitive words. | Applicant / corporate service provider (CSP) | 1–3 working days | Government fees per DBD published rates | DBD e-Registration name application | Penalty：Name conflicts or restricted words cause rejection and delays |
| 4 | Prepare the articles and shareholder documents (bilingual notarization). Draft the articles and collect director/shareholder IDs and address proof; foreign shareholders must provide the credit advice for remitted investment funds. | CSP / applicant | 1–2 weeks | Notarization and translation fees | Memorandum & Articles of Association, shareholder register | Penalty：False or incomplete documents cause registration rejection |
| 5 | Pay in registered capital (remit from abroad and obtain the bank capital confirmation letter). Remit registered capital from abroad to the Thai account; the bank issues a Capital Confirmation Letter as paid-in proof. | Directors / bank | Remittance and confirmation 1–2 weeks | Paid-in capital no less than THB 2 million (plus THB 2 million per foreign employee) | Overseas remittance evidence, bank capital confirmation letter | Penalty：Unpaid or insufficient capital affects work permit processing |
| 6 | Complete registration with DBD; obtain the Certificate of Incorporation and tax number (PP.20). Submit the registration application; upon approval obtain the Certificate of Incorporation and the PP.20 tax identification number. | DBD (system/CSP) | 12–18 working days | Government fees per DBD published rates | DBD e-Registration application | Penalty：False information can revoke registration with penalties |
| 7 | Open the company bank account (directors attend). Choose a local or Chinese bank (Bank of China/ICBC Bangkok branch); directors attend with KYC materials and activate the account for daily operations and cross-border settlement. | Bank / directors | 1–2 weeks | Account opening fees and minimum deposits per bank | Certificate of Incorporation, director IDs, beneficial owner information | Penalty：Accounts usually cannot be opened without director attendance |
✅ Self-check list
⚠ Common pitfalls
FBA equity misjudgment: foreign >49% without BOI/FBL影响：Criminal violation, up to 3 years imprisonment or THB 1 million fine; divestment orders规避：Check the FBA list first; use BOI promotion or FBL, or a Thai-majority JV
Nominee shareholding影响：Illegal with penalties; BOT and bank due diligence tighten规避：Genuine shareholding; use the BOI route for legal full ownership
Capital unpaid or insufficient影响：Affects work permit issuance and industry licenses规避：Pay in and retain the bank capital confirmation letter; allocate capital per foreign employee count
Registered address on-site inspection (residential/shared)影响：Unfiled or deemed no real premises creates compliance risk规避：Prepare commercial address proof or consent letters and complete DBD filing
BOI requires non-pure-trade影响：Pure trade or passive investment rarely gets BOI; equity still capped at 49%规避：Assess whether production, R&D, or high-value services are included; otherwise use FBL or JV
BOI new rules for some industries from 2025-09-01 (Category A limits land ownership; Category B mandates Thai majority)影响：New-rule industries cannot obtain land ownership or require Thai capital ≥51%规避：Check BOI Announcement 3.7/2568; confirm industry applicability and exemptions before applying (medium confidence; follow BOI published rules)
📅 Ongoing post-incorporation obligations
- Annual audited financial statements filed with the Commerce Ministry (at threshold).
- Maintain a valid registered address and update director information.
- Tax and VAT registration and filings (see tax dimension).
- Work permit and visa renewals (see employment dimension).
- Continuously comply with foreign shareholding ratios and BOI conditions.
- Report major changes (capital increase, share transfer, business scope) to DBD.
🔗 Official portals
📎 Source：Thailand Department of Business Development (DBD); Foreign Business Act (FBA, 1999); BOI; e-Registration system
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