How to Register a Company in Thailand (2026 Step-by-Step Guide)

A private limited company (บริษัทจำกัด, borisat jamkat) is the default vehicle for doing business in Thailand. It is what banks, landlords, the Revenue Department and immigration officers expect to see, and it is the entity most foreigners use to obtain a work permit and a Non-Immigrant B visa. This guide walks through the full registration process in Bangkok, explains the decisions you need to make before you file, and flags the points where foreign founders most often go wrong.

1. Decide whether a private limited company is the right vehicle#

Thai law offers several business forms: sole proprietorship, ordinary partnership, registered ordinary partnership, limited partnership, private limited company, public limited company, plus foreign-specific structures such as a branch office, representative office or regional office. For a foreign founder who wants to trade, hire staff and live in Thailand, the private limited company is almost always the answer because:

• liability is limited to unpaid share capital;
• it can apply for a VAT number, sign leases, open a bank account and sponsor work permits;
• it can later apply for Board of Investment (BOI) promotion or a Foreign Business Licence if needed.

A branch or representative office of an overseas parent can be an alternative for larger groups; see our guide to representative offices and branches.

2. Understand the foreign-ownership question first#

The single most important design decision is ownership. Under the Foreign Business Act B.E. 2542 (1999) (FBA), a company is treated as "foreign" if half or more of its shares are held by non-Thai persons. A foreign company may not carry on the activities listed in the three Lists attached to the FBA; which include most service businesses (List 3), unless it obtains:

• a Foreign Business Licence (FBL) from the DBD; or
• a Foreign Business Certificate (FBC) based on BOI promotion, an industrial estate permit, or a treaty such as the US-Thai Treaty of Amity.

If your business is on a List and you have no licence or certificate, you have three options: (a) keep foreign ownership below 50% with genuine Thai shareholders, (b) apply for an FBL or BOI promotion, or (c) restructure the activity (for example, manufacturing for export is generally not restricted).

Nominee warning. Using Thai shareholders who hold shares on behalf of a foreigner, without genuine investment, is a criminal offence under Section 36 of the FBA. Penalties include imprisonment of up to three years and/or fines of 100,000–1,000,000 THB, and the court orders the arrangement to end, with a daily fine of 10,000–50,000 THB until it does (FBA s.36). Banks and the DBD increasingly ask Thai shareholders to show the source of the funds they invested.

3. Pre-registration decisions checklist#

Before you start, settle these points:

How much registered capital?#

There is no general statutory minimum for a Thai-owned company, but practice sets the bar:

• 1,000,000 THB+ is typical for a company that will not hire foreigners.
• 2,000,000 THB paid-up per foreign work permit is the long-standing Immigration practice for a company sponsoring a foreign employee (Police Order 327/2557 for Non-B extensions; BOI companies are exempt). A foreign spouse of a Thai national usually needs 1,000,000 THB.
• 3,000,000 THB per restricted activity is the minimum foreign capital for a company that will apply for an FBL, and must be brought in from abroad. Under FBA s.14 and the 2019 Ministerial Regulation it is the higher of 3,000,000 THB or 25% of average annual estimated expenses over the first 3 years.
• 2,000,000 THB is the general minimum capital for a foreign company in an unrestricted business.

Capital for a foreign-owned company should be remitted from abroad and documented with a Foreign Exchange Transaction Form (FET) from the receiving bank.

4. The registration process step by step#

What changed on 1 July 2026: online only#

From 1 July 2026 the DBD no longer accepts walk-in, paper applications to register a new partnership or limited company. Every new incorporation goes through DBD Biz Regist, nationwide (DBD announcement; Nation Thailand, 19 May 2026). Amendments (new director, address change, capital increase) can still be filed on paper for now, but the DBD accepts only a limited number per day and has said those will move online too (Baker McKenzie, 29 May 2026).

What this means in practice:

• Signatures. Promoters and directors still have to sign certain documents, either in wet ink or electronically through the DBD e-Service app or ThaID. ThaID is for Thai ID-card holders, so foreign promoters and directors usually sign through DBD e-Service or in wet ink. Baker McKenzie warns that with non-Thai signatories the registration may not finish in one day. Plan for that.
• Help. The system runs 24/7. The DBD helpline is 1570, or LINE @DBD1570.
• Agents. If a law firm files for you, it files in Biz Regist under your power of attorney. Ask it to show you the submission status screen. That proves the filing was made.

By April 2026, 94.59% of new company registrations were already being filed online (DBD figures quoted by Nation Thailand), so the system is mature. The old advice to "go to the DBD office with your documents" is out of date.

Step 1: Reserve the company name#

Reserve up to three names through the DBD name-reservation service (it is free). A reservation is valid for 30 days, and the MOA has to be filed within that window. Names must not duplicate or closely resemble existing companies. Certain words (for example "bank", "Thailand" or royal terms) are restricted. The name must end in "Company Limited" (บริษัท ... จำกัด).

Forum tip: a rejected name costs you a day, not money. Submit three genuinely different names, not one name spelled three ways.

Step 2: File the Memorandum of Association (MOA)#

The MOA (form Bor Or Jor 2) states the name, province of the head office, objectives, registered capital, number and par value of shares, and the names, addresses, occupations and signatures of the promoters. The MOA can be registered on the same day as the company. If the company is not registered within 3 years of the MOA, the MOA lapses (CCC s.1099).

Step 3: Hold the statutory meeting#

The promoters call a statutory meeting. The DBD's one-day manual notes that no meeting notice is needed when all promoters and subscribers attend and agree (CCC s.1108), which is how one-day registrations work. At the meeting the subscribers:

• adopt the Articles of Association (optional but recommended);
• approve any contracts entered into by promoters;
• appoint the first directors and auditor and set their remuneration;
• set the authorised signatory rule (e.g. "one director signs and affixes the company seal").

Step 4: Pay up shares and register the company#

Directors call for payment of at least 25% of each share's par value (CCC s.1110); par value must be at least 5 THB. Once paid, the company files registration (Bor Or Jor 1 + supporting forms) within three months of the statutory meeting. The DBD issues:

• a Company Affidavit (หนังสือรับรอง) listing directors and signing authority;
• a Certificate of Incorporation;
• the 13-digit juristic person number, which also serves as the tax identification number.

Step 5: Register with the Revenue Department#

The juristic number is the tax ID. If you expect turnover above 1.8 million THB a year, register for VAT (form Por Por 01) within 30 days of crossing that threshold, or earlier on a voluntary basis. See our VAT guide.

Step 6: Register with the Social Security Office#

If you hire any employee, register the company and the employees with the Social Security Office within 30 days of hiring. Contributions are 5% from employer and 5% from employee on capped wages. See our payroll guide.

Step 7: Open a corporate bank account and inject capital#

Bring the affidavit, MOA, shareholder list, board resolution, director passports and the company seal (if adopted). Most banks want directors to appear in person. For foreign capital, ask the bank for a Foreign Exchange Transaction Form.

Step 8: Post-registration compliance set-up#

• Appoint a bookkeeper and a licensed auditor (Certified Public Accountant).
• Prepare the share register and issue share certificates.
• Set up monthly withholding tax filings (PND.1, PND.3, PND.53).
• Display the company sign and certificates at the registered office as required.

5. Government fees#

Since 1 January 2021, DBD fees are flat, no longer based on capital:

So a company pays about 5,900 THB in government fees whatever its capital. Professional fees are the larger cost, and they are not regulated. Ask at least two firms for a fixed written quote that says what is included: translations, the bank-account appointment, the first VAT and SSO filings. Quotes for a Thai-majority company with no licences are usually much lower than quotes for a foreign-majority company that needs an FBL.

Worked example: what a 2-founder Bangkok company really costs in year one#

Anna (Polish) and Somchai (Thai) set up a 51% Thai / 49% foreign marketing agency. They will hire Anna on a work permit, so the company needs 2,000,000 THB of registered capital, fully paid.

The government fees are trivial. What decides whether the company is viable is the capital and the Thai payroll that Anna's visa requires. That is why founders who cannot fund four Thai salaries should read the BOI and LTR routes before incorporating.

6. Decision tree: which route is yours?#

1. Is your activity on List 1, 2 or 3 of the Foreign Business Act? Check the FBA guide. If not (export manufacturing, for example), go to step 4.
2. Are you American, or majority-owned by Americans? Yes: consider a Treaty of Amity company (most services allowed, 100% US-owned).
3. Does the activity qualify for BOI promotion? (Software, digital, R&D, regional HQ services and more.) Yes: apply to BOI; you get an FBC and easier visas. No: either take genuine Thai shareholders at 51% or more, or apply for an FBL (budget about 60+ days and 3,000,000 THB of capital brought in from abroad).
4. Will anyone foreign work in the company? Yes: plan for 2,000,000 THB paid-up and 4 Thai employees per foreigner (non-BOI). No: capital can be lower.
5. Register online in Biz Regist, then open the bank account, register for SSO, VAT (if needed) and withholding tax.

7. Documents you need#

From each foreign shareholder/director:

• passport copy (signed on each page);
• residential address abroad;
• for corporate shareholders: certificate of incorporation, list of directors, and a board resolution, notarised and legalised notarised and legalised by the Thai embassy or consulate. Thailand acceded to the Hague Apostille Convention on 30 June 2026 and it enters into force for Thailand on 28 February 2027 (HCCH status table); from then, an apostille replaces consular legalisation for documents from other member states;
• power of attorney if a lawyer files on your behalf.

From Thai shareholders:

• ID card and house registration copy;
• evidence of funds (increasingly requested).

For the registered office:

• consent letter of the owner, copy of the house registration (ทะเบียนบ้าน) of the premises, owner's ID, and a location map.

8. Timeline#

9. Common mistakes foreign founders make#

1. Choosing a 49% structure without real Thai partners. It is the most common shortcut and the highest legal risk.
2. Under-capitalising. A 100,000 THB company cannot support a work permit, and later capital increases cost time and fees.
3. Using an address you cannot document. Without a house registration copy for the office, registration fails; virtual-office addresses may not satisfy immigration or VAT office inspections.
4. Forgetting post-registration filings. Monthly withholding tax, VAT, social security and annual audited accounts all start immediately.
5. Not budgeting for the audit. Every Thai company, even a dormant one, must file annual audited financial statements.
6. Booking a flight around a "one-day registration". Since July 2026, with foreign signatories, registration can take more than a day. Do not plan bank or visa appointments on the same day.
7. Letting the name reservation lapse. It is valid for 30 days with no extension. Collect apostilled or legalised documents before you reserve the name, not after.
8. Thin Thai shareholders. Reddit and expat-forum threads often describe banks asking Thai shareholders where their money came from. Have each Thai shareholder's own bank evidence ready.

10. After registration: what comes next#

• Visa and work permit: see our guides to the Non-B visa and Thai work permits.
• Licences: depending on the business, you may need sector licences (e.g. food, travel agency, import/export registration).
• BOI promotion: if your business qualifies, BOI can give 100% foreign ownership, tax holidays and easier work permits.

Frequently asked questions#

Can a foreigner own 100% of a Thai company? Yes, if the business is not restricted under the Foreign Business Act, or if the company obtains an FBL, BOI promotion, or a Treaty of Amity certificate (US citizens).

How many shareholders does a Thai company need? At least two. Since 7 February 2023 the minimum is two promoters and two shareholders; a company whose shareholders fall below two can be dissolved by court order (CCC s.1237).

Do I need to be in Thailand to register? No. A lawyer can file under a power of attorney, but you will usually need to be present to open the bank account.

What is the minimum capital? No single legal minimum, but 2,000,000 THB per foreign work permit and 3,000,000 THB for FBL companies are the working benchmarks.

How long does registration take? The DBD filing itself can be done in a day if every signatory signs electronically. With foreign signatories signing by hand it often takes longer. End to end, including documents and the bank account, expect 2–4 weeks.

Can I still register at the DBD office in person? Not for a new company. From 1 July 2026, new registrations go through DBD Biz Regist only. Amendments can still be filed on paper for now, in limited numbers.

Can I use a virtual office as my registered address? Sometimes. The DBD accepts any address with owner consent, but immigration and the Revenue Department may inspect the premises.

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Related guides#

• Foreign Business Act Thailand: What Foreigners Can and Cannot Own
• Foreign Business Licence (FBL) in Thailand: Requirements, Fees and Timeline
• How to Open a Business Bank Account in Thailand (Corporate and Personal)
• Accounting and Audit Requirements for Thai Companies