Thailand is one of Southeast Asia’s most attractive destinations for business and investment, thanks to its strategic location, skilled workforce, and business-friendly infrastructure. For foreign and local entrepreneurs alike, establishing a Thai limited company is often the preferred business structure due to its flexibility, limited liability, and corporate advantages. However, navigating the registration process requires a clear understanding of legal requirements and procedural steps.
This article outlines the first steps involved in registering a Thai limited company, helping investors understand what to expect and how to start their business on solid legal ground.
1. Understand the Business Structure
A Thai limited company is similar to a private limited company in Western jurisdictions. It requires at least two shareholders and offers limited liability protection, meaning the shareholders’ liability is restricted to the amount of their investment. This structure is ideal for small to medium enterprises and foreign investors seeking local incorporation.
Key features include:
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Shareholder liability limited to unpaid share capital
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Separate legal entity status
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Corporate governance through directors and shareholders
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Possibility of foreign ownership (with limitations)
Before starting registration, it’s essential to decide whether the company will be Thai-owned or foreign-owned, as this affects shareholding structure and licensing requirements.
2. Choose a Company Name
The first official step is to reserve a company name with the Department of Business Development (DBD) under the Ministry of Commerce. Entrepreneurs must submit at least three name choices in order of preference.
Guidelines for name reservation:
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The name must not be identical or similar to existing registered companies
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It should not violate public order or good morals
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Certain words, such as “bank,” “insurance,” or “royal,” are restricted unless permission is granted
If the name is approved, it is reserved for 30 days, during which time the next registration steps should be completed.
3. Prepare the Memorandum of Association (MOA)
The next step is to file a Memorandum of Association (MOA) with the DBD. This legal document lays out the company’s foundational details, including:
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Company name and location
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Objectives of the company
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Registered capital
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Shareholder information
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Number of shares and par value
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Names of promoters (at least two)
The MOA must be signed by all promoters, who are the founding shareholders responsible for setting up the company. Each promoter must subscribe to at least one share.
4. Hold a Statutory Meeting
After the MOA is accepted and share capital is fully subscribed, a statutory meeting must be held. During this meeting, the company formalizes key decisions including:
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Adoption of company regulations (Articles of Association)
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Appointment of directors and auditors
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Determination of director authority
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Approval of contracts and expenses incurred during formation
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Confirmation of capital structure and share allocation
Minutes of this meeting must be recorded and later submitted to the DBD as part of the registration process.
5. Register the Company
Within three months of the statutory meeting, the directors must register the company with the DBD. The registration process includes submitting:
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Application form
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Minutes of the statutory meeting
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Director and shareholder information
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MOA and Articles of Association
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Company objectives
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Registration fee (based on registered capital)
The company becomes a legal entity once it is officially registered and receives its company registration number and certificate of incorporation.
6. Capital Requirements and Shareholding
There is no minimum capital requirement for Thai-owned companies, but foreign-owned companies usually need at least 2 million THB in registered capital to obtain a foreign business license. In practice:
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The capital must be sufficient for the intended business
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For companies hiring foreign employees, 2 million THB per work permit is typically required
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The capital must be declared and registered, and may need to be deposited in a Thai bank account
Foreign investors must also ensure that their business does not fall under the restricted categories listed in the Thai Foreign Business Act, unless they qualify for exceptions or obtain a Foreign Business License.
7. Tax Registration and VAT
Once the company is registered, it must apply for a tax identification number from the Thai Revenue Department within 60 days of incorporation or commencement of operations. If the company’s annual turnover exceeds 1.8 million THB, it must also register for VAT.
Documents typically required include:
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Company registration documents
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Lease agreement for the company office
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Director’s and shareholders’ identification
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Company stamp and application forms
Tax registration ensures the company can legally invoice clients, withhold taxes, and comply with Thai accounting requirements.
8. Lease an Office and Obtain Proof of Address
Before registering for tax and VAT, the company must secure a physical business address. A lease agreement, utility bill, or consent letter from the landlord is required as part of the application process. In some cases, the Revenue Department may visit the office to verify that business activities are taking place.
The business address also serves as the legal address for official communications and tax filings.
9. Open a Corporate Bank Account
After company registration and director appointment, the business can open a corporate bank account in Thailand. Banks will require:
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Company affidavit and registration documents
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Director’s ID and presence (some banks require all directors)
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Corporate seal
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Shareholder list
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VAT registration (if applicable)
Each bank has its own procedures, so it is advisable to consult the bank in advance.
10. Obtain Necessary Licenses and Work Permits
Depending on the type of business, additional licenses or permits may be required from relevant authorities. For example:
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Food and beverage businesses require health permits
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Foreign-owned companies may need a Foreign Business License
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Companies hiring foreign nationals must apply for work permits and visas
Ensuring regulatory compliance at the beginning prevents legal issues later.
Conclusion
Registering a limited company in Thailand is a structured but manageable process. By taking the proper first steps—choosing a suitable name, preparing documentation, holding a statutory meeting, and registering with the DBD—entrepreneurs lay the groundwork for legal and operational success. With proper planning and guidance, establishing a Thai limited company opens the door to a vibrant market with significant growth potential, regional influence, and global connectivity.
Whether you are a local entrepreneur or a foreign investor, understanding and following the registration steps ensures a smooth start to your business venture in Thailand.
