Skip to main content

Company registration

Registering a Thai company is easy. Registering one that survives audit, banking and a licence application is the real work.

A limited company can be incorporated at Thailand's Department of Business Development within a few working days. What decides whether that company can open a corporate bank account, obtain a licence, hire a foreign director and pass a tax examination three years later is the shareholding structure, the paid-up capital record and the bookkeeping discipline that starts the day the certificate is issued.

Company registration handled by our Thai lawyers and accountants in Bangkok

Short answer

A Thai private limited company needs at least two shareholders, one director and a registered address. Incorporation itself takes three to seven working days once names are approved; VAT registration, social security enrolment and corporate banking add another two to four weeks. Foreign ownership above 49 per cent generally requires BOI promotion, a Foreign Business Licence or a treaty route.

The structure decision comes before the paperwork

Most foreign founders arrive with the structure already chosen for them by whoever offered the cheapest package: two or three Thai individuals holding fifty-one per cent, the foreign founder holding the rest, and nobody asking where the Thai shareholders' money came from. That arrangement registers without difficulty. It fails later, and it fails in expensive places — a bank compliance officer asking for the source of funds behind each Thai shareholder, a licensing authority asking for evidence of genuine paid-up capital, or a buyer's lawyer during due diligence finding that the majority holding was never funded at all.

We treat the shareholding question as a legal decision with a five-year horizon rather than a form-filling exercise. If the business plan needs full foreign control, the honest routes are Board of Investment promotion, a Foreign Business Licence, or — for American-owned businesses — the US–Thailand Treaty of Amity. Each has a real cost and a real timetable, and each is defensible in front of a bank, an auditor and a court. If the business genuinely operates with Thai partners who contribute capital, we document that contribution properly so the register reflects the truth.

The second structural choice is capital. Registered capital sets the ceiling for what the company may claim it can do; paid-up capital is what actually reached the bank. Two million baht of registered capital per foreign work permit is the practical benchmark most labour offices apply, and a company that registers that figure without funding it will be told so at the work permit stage rather than at registration.

Documents and filings prepared for company registration in Thailand
Every file is assembled and checked before anything reaches a Thai authority.

What happens in the thirty days after the certificate is issued

The registration certificate is the beginning of a compliance clock, not the end of a project. A corporate tax identification number must be obtained. Value added tax registration becomes compulsory once turnover is expected to exceed 1.8 million baht in a year, and is often taken voluntarily earlier because business customers will not accept invoices without it. Employer registration with the Social Security Office follows the first hire, within thirty days of that hire.

The office lease matters more than founders expect. The address on the register must be a place the company may lawfully occupy, evidenced by a lease or a consent letter from the property owner with a copy of the title document and the owner's identification. Revenue Department officers do visit, particularly where a VAT registration has been requested, and an address that cannot produce a landlord is the single most common reason a VAT application stalls.

Bookkeeping begins from the first transaction, not from the first profitable month. Thai law requires a company to keep accounts from the date of registration, to appoint a qualified accountant, and to have its financial statements audited by a licensed CPA every year regardless of whether it traded. Founders who postpone accounting until the first audit deadline routinely pay two or three times the fee to reconstruct a year they could have recorded as they went.

Why a combined law and accounting office changes the outcome

Registration sits exactly on the seam between two professions. The shareholder agreement, the articles of association, the director's authority and the licence strategy are legal work. The capital record, the VAT position, the payroll set-up and the audit trail are accounting work. When those two sit in different firms, the gaps between them become the client's problem: a share structure that the accountant cannot reconcile, or a capital increase minuted without the corresponding bank evidence.

In our office the lawyer drafting the constitutional documents and the accountant who will file the company's first tax return read the same file before anything is submitted. That is why we insist on knowing the intended licence, the intended bank and the intended foreign hires before we register anything — those three facts change the structure we recommend.

It also means the handover is short. After registration the same team continues with monthly bookkeeping, withholding tax filings, payroll and the annual audit, so no one has to explain the company's history to a new adviser at the worst possible moment.

How the work runs, step by step

  1. Step 1

    Structure and name clearance

    We confirm the ownership route, the capital figure and the objectives, then reserve up to three company names with the Department of Business Development. Reserved names hold for thirty days.

  2. Step 2

    Constitutional documents

    Memorandum of association, articles, shareholder list, director appointment and, where there are partners, a shareholders' agreement drafted in English and Thai so both sides sign the same terms.

  3. Step 3

    Registration filing

    The statutory meeting and registration are filed together. The certificate, affidavit and shareholder register are normally issued within three to seven working days of complete signatures.

  4. Step 4

    Tax, VAT and social security

    Corporate tax number, VAT registration where required, employer registration, and the lease evidence pack the Revenue Department will ask to see.

  5. Step 5

    Banking and first filings

    We prepare the bank's know-your-customer pack, attend the account opening where a foreign director must appear, and set up the monthly filing calendar and bookkeeping system.

What you send us

  • Passport copies of every foreign shareholder and director, signed on each page.
  • Thai identification card and house registration copies for any Thai shareholder or director.
  • Proposed company names in order of preference, plus a short description of the intended business activity.
  • Registered office address with lease agreement or owner's consent letter, title document copy and owner's identification.
  • Registered and paid-up capital figures, and how the capital will be funded.
  • For a corporate shareholder: certificate of incorporation, register of directors and audited accounts, notarised and legalised.

Where things usually go wrong

Nominee shareholders with no funding trail

If a Thai shareholder cannot show that the shares were paid for, the holding is exposed under the Foreign Business Act and the company will struggle at banks and licensing counters.

Registered capital chosen at random

Too low and work permits are refused; too high and the registration fee and the paid-up obligation rise for no benefit. The figure should follow the hiring plan.

An address that cannot be verified

Virtual addresses without a genuine lease and a cooperative landlord fail Revenue Department inspection, which stops VAT registration and delays invoicing.

Accounting started late

Reconstructing a first year from bank statements costs more than recording it monthly, and it produces an audit file that invites questions.

Government fees and professional fees, separated

The ranges below reflect what our own files cost so you can budget before committing. An itemised quote is issued before work begins.

ItemOfficial feeOur feeNote
Company registration (DBD)5,500–7,000 baht for typical registered capital18,000–35,000 bahtGovernment fee is scaled to registered capital; our fee covers drafting and filing.
VAT and employer registrationNo government charge8,000–15,000 bahtIncludes assembling the lease and address evidence pack.
Foreign Business Licence applicationDeposit and fees set by the Ministry of CommerceQuoted per caseSix to nine months is realistic; only recommended where BOI or treaty routes do not fit.
First-year bookkeeping and auditAuditor's fee is separateFrom 3,500 baht per month plus year-end closingPriced by transaction volume; dormant companies still require an audited filing.

Questions foreign clients actually ask us

Can a foreigner own one hundred per cent of a Thai company?
Yes, through Board of Investment promotion, a Foreign Business Licence, or the Treaty of Amity for majority US-owned businesses. Outside those routes most service and trading activities are restricted, and foreign holding is generally capped at forty-nine per cent.
How many shareholders and directors do I need?
A private limited company requires a minimum of two shareholders and at least one director. There is no nationality requirement for the director, but a foreign director working in Thailand needs the correct visa category and a work permit.
Do I have to be in Thailand to register the company?
Registration can be completed with signed and, where needed, notarised documents while you are abroad. Bank account opening is where physical attendance is usually unavoidable, because most Thai banks require the authorised director to appear in person.
What are the ongoing obligations once the company exists?
Monthly withholding and VAT filings where applicable, monthly social security contributions for employees, a mid-year corporate income tax estimate, an annual audit by a licensed CPA, and submission of the audited financial statements and annual return to the Department of Business Development and the Revenue Department.

Tell us what the business will actually do, where it will operate and who you plan to employ. We will come back with the ownership route that survives banking and licensing, the capital figure that matches your hiring plan, and a fixed quote covering registration and the first year of filings.

Contact our office
contact@tla.co.thจ.–ส. 9–18น.15 นาที