A limited company is registered with the Department of Business Development: name reservation, memorandum of association, then the incorporation application. Where a shareholder or director is a foreign national, identity documents and powers of attorney executed abroad normally need notarisation and certification by a Thai embassy or the Department of Consular Affairs, plus a Thai translation. Foreign shareholding remains subject to the Foreign Business Act B.E. 2542, which should be checked before the structure is fixed.
| Registering authority | The Registrar of Partnerships and Companies, Department of Business Development, Ministry of Commerce |
|---|---|
| Law governing foreign shareholding | The Foreign Business Act B.E. 2542 and its annexed lists of restricted and licence-requiring activities |
| Foreign corporate shareholder documents | A certificate of incorporation of the parent company with a Thai translation, certified through a channel the registrar accepts |
| Power of attorney signed outside Thailand | Signed before a notary in that country and then certified at a Thai embassy or consulate before it is used for filing |
| Tax step that follows | Obtain a taxpayer identification number and assess VAT registration with the Revenue Department under the conditions it publishes |
| Official fees and timing | Set by each receiving authority and subject to change, so no figures are given here — confirm with the DBD and the Revenue Department |
Passports of foreign shareholders and directors
Signed copies, with a Thai translation where the registrar asks for one
Certificate of incorporation of a foreign corporate shareholder
Translate into Thai and certify via a notary and a Thai embassy or the Department of Consular Affairs
Memorandum of association and shareholder list
Prepared in Thai on the DBD forms
Evidence of the registered office
Lease or a consent letter to use the premises, with the owner’s documents
Power of attorney (if not filing in person)
If signed abroad, it must pass a notary and Thai embassy certification
The Foreign Business Act B.E. 2542 treats a juristic person in which foreigners hold half or more of the capital as a "foreigner". Businesses listed in the Act’s schedules then need permission before operating, unless exempted by other law or treaty.
Using Thai nominee shareholders to avoid the Act is an offence. The Department of Business Development may check the source of Thai shareholders’ investment, so keep evidence that share capital was actually paid.
Passport copies of foreign shareholders and directors must be certified as true copies. Where a foreign company is a shareholder, its certificate of incorporation from the home country must be certified and translated into Thai.
If a foreign director will work for the company, plan the visa and work permit from the start. The capital and Thai-employee ratios the Department of Employment and Immigration use in practice can affect how the company should be structured.
After the company certificate is issued, follow-on steps remain: VAT registration once revenue reaches the legal threshold, employer registration with the Social Security Office once staff are hired, and opening a corporate bank account. Each step has its own agency and paperwork.
The first shareholders’ meeting and the payment for shares must be evidenced, because the Department of Business Development can review them afterwards, particularly in companies with foreign shareholders. Keep meeting minutes and payment evidence ready for inspection.
Registering a Thai limited company generally starts with reserving the company name with the Department of Business Development, followed by registering the memorandum of association, holding the statutory meeting to adopt the articles and appoint directors and an auditor, and registering the company. These steps can now be filed on the same day if the documents are complete and correct.
After registration, the company usually needs to use its registration number as its tax ID, open a bank account, consider VAT registration, register as an employer with the Social Security Office once it hires staff, and keep accounts as required by law. Where foreign shareholders hold more than the legal threshold and the activity falls under the lists of the Foreign Business Act, a licence or certificate is needed before that activity starts.
Using Thai nationals to hold shares on behalf of a foreign investor, so that the company appears Thai while the foreigner actually controls or benefits from it, is an offence under the Foreign Business Act. Both the nominee and the person using the nominee may face criminal liability, and agencies continue to check this, for example by examining the source of funds of Thai shareholders.
Lawful alternatives include a Foreign Business Licence, BOI promotion, treaty rights such as the Thai–US Treaty of Amity, or structuring the business so the activity falls outside the restricted lists. These options are best assessed before registration.
The right registered capital depends on the activity and future plans. A company with foreign shareholders that wants work permits for foreign staff usually needs paid-up capital at the level the authorities set, while companies applying for a Foreign Business Licence face separate minimum-capital rules. Funds from abroad should be remitted through a bank with a clear stated purpose, and the evidence kept, as it may be needed for agencies later.
Increasing or reducing capital later requires a shareholder resolution and registration with the Department of Business Development, and a reduction adds publication and creditor-notice steps. It is better to set initial capital from the real business plan rather than a figure that is higher or lower than needed, and to check current capital thresholds in the relevant agency announcements at the time of filing.
Checked on 2026-08-04; requirements change, so confirm with the authority before filing.
The required documents and timing depend on the receiving office in each case. Contact our team to confirm the checklist before you file.