Civil and Commercial Code
Book III governs company formation, directors’ powers, shareholder meetings and share transfers.
Practice area
Corporate & Commercial
Incorporation, contracts, foreign business, BOI and compliance
Full-lifecycle corporate support: choosing the right vehicle, incorporation, drafting and reviewing contracts, foreign shareholding structures, business licensing, M&A and dissolution.
What this practice covers
- Limited company, partnership and representative office registration
- Drafting and reviewing commercial, employment, NDA and distribution agreements
- Articles of association, shareholders agreements and meeting formalities
- Foreign Business Act advice and FBL applications
- BOI promotion applications and post-approval compliance
- M&A, share transfers and legal due diligence
How we work on your matter
- 1Understand the business structure and shareholder objectives
- 2Map legal constraints, especially foreign shareholding limits
- 3Prepare registration documents or draft the agreed contracts
- 4File with the Department of Business Development or relevant authority
- 5Hand over documents with a briefing on ongoing legal duties
Documents to prepare
- ID cards or passports of all shareholders and directors
- Three preferred company names in order of priority
- Registered address with proof of right to use the premises
- Business objectives and registered capital structure
- Legalised parent-company documents where a foreign entity is a shareholder
Points to watch
- Nominee shareholding to circumvent the Foreign Business Act is a criminal offence; we do not assist with it.
- Foreign corporate documents must be legalised before use in Thailand.
- Companies must file financial statements and hold an AGM; failure carries fines.
Typical timeframe
Incorporation with complete documents usually takes a few business days; special licences and BOI approvals take considerably longer.
Timeframes are indicative only and depend on the authority, the court calendar and the completeness of your documents.
Foreign shareholding structures: the routes the law actually allows
The Foreign Business Act B.E. 2542 caps foreign shareholding in listed business categories at 49 per cent unless the company obtains a Foreign Business Licence or BOI promotion. Using nominee shareholders to circumvent the cap is a criminal offence, and the Department of Business Development actively investigates such arrangements.
Lawful alternatives include applying for a Foreign Business Licence for certain service businesses, BOI promotion for qualifying activities, registration under the US–Thailand Treaty of Amity for American shareholders, or a genuinely Thai-majority structure. Each route carries different conditions, timelines and limitations.
Before incorporation we analyse your business activities against the Act’s annexes, so you know from the outset which licence is required — or that none is. A wrong decision at this stage is usually fixed only by restructuring the entire company later, at significant cost in time and fees.
Ongoing obligations after incorporation
A Thai limited company has continuing duties after registration: holding an annual general meeting within four months of the fiscal year-end, filing audited financial statements with the Department of Business Development, and submitting tax filings on schedule. Non-compliance attracts fines, and repeated failure to file accounts can lead to the company being struck off.
Changes such as directors, registered address, capital or objectives must be registered with the Department of Business Development within statutory deadlines. Filing documents often require signatures before an officer or certified signatures, which our office handles in a single visit.
Where shareholders or directors are foreign nationals, documents issued abroad — passport copies, parent-company certificates, powers of attorney — generally must pass through consular legalisation before use in Thailand. We coordinate the entire chain from origin to destination.
Laws that govern this matter
Summarised for general understanding only. The application of each provision depends on the facts of your case.
Foreign Business Act B.E. 2542 (1999)
Restricts certain businesses for foreigners and sets out the licensing route.
Investment Promotion Act B.E. 2520 (1977), as amended
The basis for BOI tax and non-tax incentives.
Revenue Code
Sets corporate tax duties, withholding tax and VAT obligations.
Example situations and how they are handled
These are constructed examples used to explain procedure. They are not client matters, and no outcome is implied or guaranteed.
Illustrative scenario: foreign shareholder wants majority control
Situation: A foreign investor wants more than 49% of a service business.
Usual approach: Check whether the activity falls in the FBA schedules, then compare a foreign business licence, BOI promotion, or restructuring the activity outside the restriction. (Hypothetical.)
Illustrative scenario: a resigned director still appears on the register
Situation: A director resigned but the company never filed the change.
Usual approach: Keep dated proof of the resignation and push the registration through — stale register data can be used to assert liability later.
Advice for your specific situation
Thai company founders
- Put a shareholders’ agreement in place early, covering exits and reserved matters.
- Define signing authority clearly in the affidavit — counterparties and banks rely on it.
Foreign investors
- Nominee shareholding structures carry serious legal risk; choose a defensible structure.
- Plan visa and work-permit conditions together with the corporate structure — they are linked.
Every matter — what to do in the first 7 days
- Gather every original document in one place, keep scanned copies, and note the date you received each one.
- Write a dated timeline — the date you received a notice or learned of the event usually starts the limitation or appeal clock.
- Do not sign a settlement, debt acknowledgement or withdrawal before a lawyer reviews it — it may extinguish existing rights.
- Preserve digital evidence unaltered (full screenshots, original files, emails with headers) — edited files are easy to challenge.
Official sources you can check
Rules and fees change. Confirm current requirements with the responsible authority before filing.
This service in your province
Province pages set out the courts and authorities with jurisdiction locally, and answer the questions people in that area ask.
Corporate & Commercial — BangkokCorporate & Commercial — Chiang MaiCorporate & Commercial — PhuketCorporate & Commercial — ChonburiCorporate & Commercial — Khon KaenCorporate & Commercial — Udon ThaniCorporate & Commercial — Nakhon RatchasimaCorporate & Commercial — SongkhlaCorporate & Commercial — Surat ThaniCorporate & Commercial — Chiang RaiCorporate & Commercial — RayongCorporate & Commercial — Nonthaburi
Frequently asked questions
What percentage can a foreigner hold?
Activities listed under the Foreign Business Act generally require majority Thai ownership unless a licence, treaty right or BOI promotion applies.
Is a Thai director required?
Not universally required by law, but some licences and banking practices call for one.
Must contracts be in Thai?
English contracts are binding, but a certified Thai translation is needed for Thai courts or authorities.
Related services
Other practice areas
Litigation & Court RepresentationCivil, criminal, labour, family, succession and land disputesImmigration & Foreign NationalsVisas, work permits, residency and lawful statusIntellectual PropertyTrademarks, copyright, patents and enforcementLand & Real EstateTitle due diligence, sale, lease and transfer at the Land OfficeFamily & SuccessionMarriage, divorce, custody, wills and estate administrationMediation, Arbitration & EnforcementResolving disputes outside court and making awards effectiveNotarial Services & International DocumentsSignature and document certification, translation, consular and embassy legalisationBOI Promotion & Foreign Business LicensingStructuring foreign investment in Thailand correctly from day one.Tax, Accounting & Employer ComplianceKeeping every statutory tax and accounting deadline under control.PDPA & Data Protection ComplianceBuilding data protection practices that match Thailand’s PDPA.Condominium & Foreign Property OwnershipChecking title, documents and transfer before a major payment is made.Employment & Labour LawAdvising employers and employees under the Labour Protection Act.Integrated Legal Support ServicesInterpreters, documents, agency runs and case tracking in one place.Judgment Enforcement & Asset TracingTurning a judgment into actual recovery through lawful tracing, seizure and attachment.M&A & Legal Due DiligenceChecking what you are buying and structuring the deal so it can actually close.Administrative Law & Appeals Against State DecisionsChallenging unfair administrative decisions through the correct procedure and deadlines.Cybercrime, Online Fraud & Asset RecoveryActing quickly when money is transferred by deception or rights are violated online.Company Secretarial & Corporate RegistrationsKeeping registrations, meetings and statutory records complete and on time.Wills, Succession & Estate AdministrationDrafting wills that hold up, and administering estates correctly under Thai law.Monthly Retainer Counsel for Businesses & ExpatriatesA standing legal team that knows your business, without hiring in-house staff.
Speak with an attorney about your matter
Tell us the facts and we will explain the options, the documents required and the realistic timeframe before you decide.