Company Registration in Thailand

Start Your Business in Thailand with Confidence

Thailand is one of Southeast Asia’s most dynamic economies, offering a strategic location, strong infrastructure, competitive labor costs, and access to regional and global markets. Establishing a company here can be an excellent opportunity for foreign investors and entrepreneurs. However, the process of company registration in Thailand requires careful planning, compliance with local laws, and the right legal guidance.

At Sky Inter Legal, we provide end-to-end assistance to ensure that your business is set up smoothly, legally, and efficiently.

Types of Companies in Thailand

When establishing a business in Thailand, choosing the right legal entity is a critical first step. Each type of company or business structure has unique features, advantages, and restrictions under Thai law. Below are the most common options for foreign and Thai investors:

1. Private Limited Company (Co., Ltd.)

  • Overview:
    The most popular and flexible form of business entity in Thailand. It combines limited liability for shareholders with the ability to engage in a wide range of business activities.
  • Key Features:
    • Requires at least 2 shareholders (individuals or entities).
    • At least one director (can be foreign or Thai).
    • Shareholders’ liability is limited to the unpaid amount on their shares.
    • Must register with the Department of Business Development (DBD).
    • Subject to corporate income tax (currently 20%).
    • Must maintain proper accounting records and file annual financial statements.
  • Pros:
    ✔ Limited liability for shareholders.
    ✔ Credibility with banks, partners, and clients.
    ✔ Can employ staff and sponsor work permits.
    ✔ Widely accepted structure for foreign investors.
  • Cons:
    ✘ May face restrictions under the Foreign Business Act (FBA) if majority foreign-owned, unless BOI promoted or granted a Foreign Business License.
    ✘ Requires ongoing compliance, accounting, and audits.

2. Public Limited Company (PLC)

  • Overview:
    A structure designed for larger businesses seeking to raise capital from the public or list on the Thai Stock Exchange.
  • Key Features:
    • Requires at least 15 shareholders.
    • At least 5 directors are required.
    • Can offer shares to the public and be listed on the Stock Exchange of Thailand (SET).
    • Subject to more stringent reporting and governance requirements.
  • Pros:
    ✔ Ability to raise significant capital from public investors.
    ✔ Suitable for large-scale enterprises or those planning an IPO.
    ✔ Enhanced reputation and market visibility.
  • Cons:
    ✘ Complex compliance and governance obligations.
    ✘ High costs for setup and ongoing operation.
    ✘ Not suitable for small or medium businesses.

3. Branch Office

  • Overview:
    A branch office allows a foreign company to operate directly in Thailand under its existing brand and corporate structure abroad.
  • Key Features:
    • Considered part of the parent company (not a separate legal entity).
    • The parent company is liable for the branch’s obligations.
    • Subject to corporate income tax on locally derived income.
    • Requires approval from the Ministry of Commerce; in many cases, a Foreign Business License is necessary.
  • Pros:
    ✔ Direct extension of a foreign company.
    ✔ Easier control by the parent company.
    ✔ Can generate income in Thailand.
  • Cons:
    ✘ Foreign Business License requirement can be time-consuming.
    ✘ Limited in scope of business activities.
    ✘ Higher compliance burden compared to representative offices.

4. Representative Office

  • Overview:
    Designed for foreign companies that want to establish a presence in Thailand for non-commercial activities.
  • Permitted Activities (non-revenue generating):
    • Sourcing goods or services in Thailand.
    • Inspecting and controlling product quality.
    • Providing information to the parent company.
    • Reporting local business developments to headquarters.
    • Marketing and promotion (without sales).
  • Key Features:
    • Funded entirely by the parent company abroad.
    • Cannot earn revenue or engage in profit-making activities in Thailand.
    • Requires government approval and compliance with reporting rules.
  • Pros:
    ✔ No taxation on income (since it cannot generate revenue).
    ✔ Simple presence for market research and liaison.
    ✔ Lower compliance burden compared to branch offices.
  • Cons:
    ✘ Cannot issue invoices or sign contracts on behalf of the parent company.
    ✘ Entirely dependent on parent company funding.
    ✘ Limited scope of activity.

5. BOI-Promoted Company

  • Overview:
    Companies in targeted industries (e.g., tech, manufacturing, renewable energy, digital services) may apply for promotion by the Board of Investment (BOI). BOI promotion offers unique benefits to attract foreign investment.
  • Key Features:
    • May allow 100% foreign ownership, even in restricted sectors.
    • Special tax incentives (corporate income tax exemptions/reductions for up to 8 years).
    • Exemption from import duties on machinery and raw materials.
    • Facilitation of work permits and visas for foreign staff.
    • Streamlined procedures for bringing in experts and investors.
  • Pros:
    ✔ Strong government support.
    ✔ Significant tax savings and investment incentives.
    ✔ 100% foreign ownership permitted in many cases.
    ✔ Easier employment of foreign specialists.
  • Cons:
    ✘ Only available for specific industries aligned with Thailand’s development goals.
    ✘ Application process can be complex and time-consuming.
    ✘ Ongoing compliance and reporting requirements to maintain BOI privileges.

Choosing the Right Company Type

  • Private Limited Company: Best for most small-to-medium foreign businesses or joint ventures.
  • Public Limited Company: Best for large-scale enterprises seeking public investment or listing.
  • Branch Office: Suitable for foreign companies wanting to directly trade or service in Thailand while maintaining parent company liability.
  • Representative Office: Best for companies doing sourcing, quality control, or market research without commercial activities.
  • BOI-Promoted Company: Ideal for foreign investors in high-potential industries seeking incentives and full foreign ownership.

6. Partnership

Thailand recognizes partnerships as a legal form of business organization. Partnerships are less common for foreign investors compared to limited companies, but they can be suitable for certain small businesses or joint ventures with Thai nationals. There are two main types:

a. Ordinary Partnership

  • Formed when two or more persons agree to carry on business together without forming a company.
  • All partners have unlimited liability for the debts and obligations of the partnership.
  • The partnership itself may or may not be registered with the Ministry of Commerce.
    • If registered, the partnership becomes a separate legal entity.
    • If unregistered, it remains legally inseparable from its partners.
  • Pros:
    ✔ Simple and inexpensive to set up.
    ✔ Flexible structure for small businesses.
  • Cons:
    ✘ Unlimited liability for all partners.
    ✘ Less credibility than a limited company.

b. Limited Partnership

  • Requires at least two partners:
    • General Partners: manage the business and have unlimited liability.
    • Limited Partners: invest capital but their liability is limited to their contribution.
  • Must be registered with the Ministry of Commerce.
  • The business name must indicate that it is a limited partnership.
  • Pros:
    ✔ Liability protection for limited partners.
    ✔ Clear division between management and investors.
  • Cons:
    ✘ General partners remain fully liable.
    ✘ Less common for foreign investors compared to limited companies.

When to Choose a Partnership?

  • Ordinary Partnership: Suitable for small family businesses or ventures among trusted partners.
  • Limited Partnership: Suitable when investors want to contribute funds but avoid management and liability.
  • Foreign investors: Rarely use partnerships due to liability risks and restrictions under the Foreign Business Act, but they can be appropriate for local joint ventures in certain industries.

Entity Type

Pros

Cons

Ownership

Activities Allowed

Tax Implications

Best For

  Private     Limited     Company   (Co., Ltd.)

 ✔ Limited liability for shareholders

✔ Most common and flexible

✔ Credibility with banks/partners

✔ Can sponsor work permits

 ✘ Restrictions for majority foreign ownership (unless BOI or FBL)

✘ Compliance & annual audits required

 Min. 2 shareholders (Thai or foreign)

Director can be foreign

 Broad business activities

Subject to Foreign Business Act restrictions

 20% Corporate Income Tax

VAT (if > 1.8M THB turnover)

Withholding tax applies

 SMEs, joint ventures, and foreign-owned businesses needing flexibility

Public Limited Company (PLC)

 ✔ Can raise capital from public

✔ Eligible for Stock Exchange listing

✔ High market credibility

 ✘ Complex setup & governance

✘ High cost of compliance

✘ Requires 15 shareholders, 5 directors

 Min. 15 shareholders

At least 5 directors

Foreign ownership restricted by FBA

 Any lawful activity

Can issue shares publicly

 Same as Private Ltd.

Additional SEC/SET reporting

 Large-scale enterprises,
IPO candidates,
companies seeking
investors

Branch Office

 ✔ Direct extension of parent company

✔ Can generate income in Thailand

✔ Easier control from HQ

 ✘ Parent company liable for debts

✘ Often requires Foreign Business License

✘ Limited scope of activity

 100% foreign ownership allowed, but restricted industries require FBL Commercial activities allowed, subject to FBL approval Subject to 20% Corporate Income Tax on locally derived income Foreign companies
wanting direct operations
in Thailand

Representative Office

 ✔ Simple setup for market entry

✔ No tax on revenue (non-trading)

✔ Useful for sourcing & R&D

 ✘ Cannot earn revenue

✘ Entirely funded by parent

✘ Limited to 5 non-commercial activities

 100% foreign ownership allowed Non-revenue generating only:

market research, sourcing, quality control, liaison

 No Corporate Income Tax (since no revenue)

Parent funds operations

 Foreign companies testing the Thai market, sourcing,
or liaison

BOI-Promoted Company

 ✔ Up to 100% foreign ownership

✔ Tax holidays & incentives

✔ Exemption from import duties

✔ Visa & work permit facilitation

 ✘ Limited to targeted industries

✘ Application is detailed & time-consuming

✘ Ongoing compliance with BOI rules

 Foreigners can own 100% in approved sectors Activities in promoted industries (tech, manufacturing, digital, etc.) Tax holidays (up to 8 years)

Duties exemption

Reduced CIT depending on promotion

 High-tech industries, manufacturing, R&D,
startups seeking incentives

Thai Partnership (Ordinary / Limited)

 ✔ Simple structure

✔ Suitable for small family businesses

✔ Limited liability possible for limited partners

 ✘ Ordinary partners have unlimited liability

✘ Less credibility than company structures

✘ Rarely used by foreign investors

 Min. 2 partners

General Partners: unlimited liability

Limited Partners: liability limited to contribution

 Small businesses, local ventures

Some restrictions for foreign ownership

 Registered partnerships taxed at corporate rate (20%)

Unregistered taxed as individual income

 Local family businesses
or small Thai ventures
with trusted partners

Step-by-Step Company Registration Process

  1. Business Planning & Consultation
    • Choose the right structure based on ownership, activity, and tax planning.
    • Check whether the intended business activity requires a Foreign Business License.
  2. Company Name Reservation
    • Reserve your company name with the Department of Business Development (DBD).
    • Up to three names can be submitted in order of preference.
  3. Filing of Memorandum of Association (MOA)
    • The MOA must include: company name, business objectives, registered office address, registered capital, and shareholder details.
  4. Convene a Statutory Meeting
    • Approve the Articles of Association, appoint directors, and issue shares.
    • Confirm the registered capital and shareholding structure.
  5. Company Registration with the DBD
    • Submit all incorporation documents to the Department of Business Development.
    • Upon approval, the company becomes a legal entity.
  6. Tax Registration
    • Obtain a company Tax ID from the Revenue Department.
    • If annual turnover exceeds 1.8 million THB, VAT registration is mandatory.
  7. Social Security Registration
    • Required if the company hires at least one employee.
  8. Foreign Business License / BOI Application (if applicable)
    • Certain business activities require additional approval for majority foreign ownership.

Eligibility & Requirements

  • Shareholders: Minimum of 2 (can be Thai or foreign individuals/entities).
  • Directors: At least 1 director (any nationality).
  • Registered Capital: Varies depending on business activity; generally THB 2 million per foreign work permit requested.
  • Registered Address: Must provide a legal address in Thailand (can be office space or virtual office with legal documentation).
  • Company Secretary: Not mandatory, but recommended for corporate governance.

Timeline for Company Registration in Thailand

  • Company name reservation: 1–3 days
  • Filing MOA & statutory meeting: 1–3 days
  • Registration with DBD: 3–5 days
  • Tax ID & VAT registration: 3–5 days
  • Total estimated timeline: 2–3 weeks (depending on complexity and business activity)

Key Benefits of Registering a Company in Thailand

  • Strategic location: Gateway to ASEAN and access to over 650 million consumers.
  • Attractive investment policies: Incentives under the BOI for promoted sectors.
  • Work permits for foreign staff: A registered company can sponsor business visas and work permits.
  • Credibility and trust: Having a registered Thai company enhances credibility with local partners, banks, and clients.
  • Full legal protection: A properly registered entity ensures compliance with Thai corporate and tax laws.

Why Choose Sky Inter Legal for Company Registration?

  • Expert Guidance: We advise you on the right business structure tailored to your objectives.
  • End-to-End Service: From name reservation to tax registration, we handle the entire process.
  • Compliance Focus: We ensure your company meets all Thai legal, corporate, and tax requirements.
  • BOI & FBL Support: Assistance with complex applications for Board of Investment promotion or Foreign Business Licenses.
  • Fast & Reliable: We streamline procedures so you can start operating your business sooner.
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FAQs – Company Registration in Thailand

Usually between 2–3 weeks, depending on complexity and documentation.

Yes, in certain industries under BOI promotion or with a Foreign Business License. Otherwise, restrictions apply under the Foreign Business Act.

Generally, THB 2 million per work permit requested. Some activities require higher capital.

Not always. It depends on the business activity and whether you qualify for BOI promotion or a Foreign Business License.

Yes, a registered company can sponsor work permits for foreign directors and employees, subject to capital and employment ratios.

For more inquiries, please feel free to contact us:

Sky International Legal Co., Ltd.
725 S Metro Building, 20th Floor, Room 174, Sukhumvit Road, Khlong Tan Nuea Subdistrict, Vadhana District, Bangkok 10110.
See map (click here)

Tel. 081-9151522, 090-0700080   Email: skyinterlegal@gmail.com