Registering a Thai private limited company
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The private limited company is the most common vehicle for small and medium businesses in Thailand, including those started by foreigners. Shareholders' liability is limited to any unpaid amount on their shares, and the company is a separate legal person that can sign contracts, employ staff and hold a lease.
Who can set one up
A private limited company needs at least two promoters, who become its first shareholders. The minimum was reduced from three to two by an amendment to the Civil and Commercial Code that took effect in 2023. At least one director is required. Directors and shareholders can be foreign, but foreign shareholding affects whether the company counts as a foreign business. See the Foreign Business Act explained.
The registration steps
Registration is handled by the Department of Business Development (DBD) at the Ministry of Commerce, either at its offices or through its online system.
- Reserve a company name. The name must not duplicate or closely resemble an existing registered name. A reservation is valid for a limited period, so the next steps should follow soon after.
- File the memorandum of association. This sets out the company name, province of the head office, objectives, the registered capital and the promoters' details.
- Hold the statutory meeting. Promoters adopt the articles of association, allot shares, appoint directors and the auditor, and approve any contracts made before registration.
- Register the company. Directors call for payment of at least 25 percent of the value of each share, then file the registration with the DBD. Online filing is available.
- Register for tax. The company receives a 13-digit tax identification number, which matches its registration number. VAT registration is required once annual turnover is expected to exceed 1.8 million baht.
- Register as an employer with the Social Security Office if the company employs staff.
Capital
Thai law sets no general minimum registered capital for a private limited company. In practice, capital matters for other reasons. Companies that want to employ foreigners on work permits are generally expected to have registered and paid-up capital of 2 million baht for each foreign employee, and foreign-owned businesses under the Foreign Business Act face higher minimums. Banks and landlords may also ask about capital.
Documents foreign promoters usually need
- Passport copies for each foreign promoter and director, sometimes certified
- Thai ID card copies for Thai promoters
- Evidence of the head office address, such as a lease and the owner's consent
- Company seal design if the company chooses to use one, since a seal is now optional
Nominee shareholders
Some foreigners are offered arrangements in which Thai shareholders hold shares on their behalf so that the company appears Thai-owned. Using nominees to get around the Foreign Business Act is a criminal offence for both the foreigner and the nominee. Banks, the DBD and other authorities can ask shareholders to show where their investment money came from.
After registration
A Thai company must keep accounting records, file monthly withholding and VAT returns where applicable, have its annual accounts audited by a licensed Thai auditor and file them with the DBD and Revenue Department, and hold an annual general meeting.
Getting help
Many founders use a law firm for the registration and for the shareholder agreement. Ask for a written quote that lists government fees separately from professional fees.