How to Register a Limited Company in Thailand

Why Register a Limited Company in Thailand?

Registering a limited company transforms a business from a "natural person" to a "juristic person" with benefits unavailable to sole proprietors. The most important is limited liability — shareholders are responsible only for the unpaid portion of their subscribed shares, protecting personal assets from business debts.

Other benefits include enhanced credibility with customers, suppliers, and banks; better access to credit; the ability to open a bank account in the company's name; eligibility for government contracts requiring a VAT certificate (Por Por 20); and certain tax advantages, including a corporate income tax rate that may be lower than personal income tax at higher revenue levels.

Applicable Law

Thai limited companies are governed by Book 3, Title 22 of the Civil and Commercial Code (Sections 1096–1273) and the regulations of the Department of Business Development (DBD), Ministry of Commerce.

Recent change: Effective 7 February 2023, the Civil and Commercial Code was amended to reduce the minimum number of shareholders from three to two, making incorporation significantly easier for small entrepreneurs.

Basic Requirements

• Shareholders — Minimum 2, no nationality restriction. However, if foreign shareholders own more than 49%, the company must obtain a Foreign Business License (FBL) under the Foreign Business Act.
• Directors — Minimum 1, at least 20 years old, not bankrupt, no convictions for fraud or embezzlement.
• Registered capital — No statutory minimum, but at least THB 2 million per Work Permit is required if you plan to sponsor foreign employees on a Non-B visa.
• Paid-up capital — At least 25% of the subscribed share value must be paid at registration.
• Office address — Must be a real location in Thailand. Rented premises require a consent letter from the owner.

Step-by-Step Registration

1. Reserve the company name (1 day) — File online at the DBD website (dbd.go.th) or at a provincial Commerce Office. Submit three preferred names in priority order. Approval is usually returned within one business day; reserved names are held for 30 days.
2. Draft the Memorandum of Association — State the company name, registered office, business objectives, registered capital, number and value of shares, and the names and addresses of the promoters.
3. Statutory meeting — Promoters call a meeting to adopt the Articles of Association, elect directors, define director authority, and verify share payment.
4. File the registration (1–3 days) — Submit forms BorJor 1, 2, 3, and 5 with supporting documents at the DBD or via the e-Registration system. Fees are calculated on registered capital.
5. Receive the Certificate of Incorporation — Once approved, the company receives form BorJor 5, a 13-digit company tax ID, and an optional company seal.
6. Register for tax (within 60 days) — Obtain a Tax ID from the Revenue Department and register for VAT if annual revenue is expected to exceed THB 1.8 million.
7. Open a corporate bank account — Bring the certificate and director ID cards to the bank.
8. Register as employer with Social Security — Within 30 days of hiring the first employee.

Required Documents

• Copies of ID cards of all promoters and directors
• Copies of house registration documents
• Map of the office location with GPS coordinates
• Consent letter from the property owner (if not owner-occupied)
• House registration of the office
• Title deed or lease agreement (if applicable)
• Additional documents under the Foreign Business Act if foreign shareholders are involved

Approximate Fees and Costs

DBD registration fees scale with registered capital — approximately THB 5,500 per THB 1 million of capital, capped at THB 250,000.

• THB 1 million capital: ~THB 5,500
• THB 2 million capital: ~THB 10,500
• THB 5 million capital: ~THB 25,500
• THB 10 million capital: ~THB 50,500

Additional costs include lawyer/accountant service fees of THB 5,000–20,000, company seal THB 300–500, and free VAT registration.

Post-Registration Obligations

• Bookkeeping and audited financials — A licensed CPA must audit annual financial statements.
• Annual corporate income tax return (PND 50) — Within 150 days after fiscal year-end.
• Half-year tax return (PND 51) — Within 2 months after the half-year mark.
• Monthly VAT filing (PP 30) — By the 15th of the following month.
• Annual General Meeting — Within 4 months after fiscal year-end.
• File financial statements with DBD — Within 1 month after AGM approval.
• Social Security and withholding tax — Filed monthly.

Hypothetical Case Studies (Educational)

Case 1 — Small restaurant: Mr. A and Ms. B want to open a restaurant together. They register a limited company with THB 1 million capital, paying 25% (THB 250,000) at registration. DBD fees ~THB 5,500. Total turnaround including bank account and VAT registration: 5–7 days.

Case 2 — IT services with foreign engineers: Mr. C plans to sponsor 2 foreign engineers, requiring registered capital of THB 4 million (THB 2 million per Work Permit). Thais hold at least 51% to avoid the need for an FBL.

Case 3 — Sole proprietor going corporate: Mr. D has been operating as a sole proprietor for 3 years with annual revenue of THB 5 million. Personal income tax has become heavy, so he forms a company to access the lower corporate tax rate and to prepare for a future business sale.

Common Mistakes

• Overly narrow business objectives — Activities outside the stated objectives require an MOA amendment, costing time and fees.
• Illegal nominee shareholders — Foreigners using Thais to hold shares as nominees to circumvent the FBL is a criminal offense under the Foreign Business Act.
• Inadequate bookkeeping — Small companies that skip proper accounting face penalties when audited by the Revenue Department.
• Missing the VAT threshold — Failing to register VAT after revenue exceeds THB 1.8 million per year results in back taxes plus surcharges.
• Using a fake registered address — Addresses with no real business operations risk problems during Revenue Department or bank inspections.

Frequently Asked Questions

Can I register the company at my home?
Yes, if you own the property. If you rent, you need a consent letter from the landlord. Some condominiums prohibit company registration — check with the juristic person first.

Does the registered capital need to be real money?
The 25% paid at registration must be genuine. Showing capital that does not exist constitutes a misrepresentation offense.

Can a single person register a company?
Under current law (since February 2023), a minimum of two shareholders is required, but a single director is allowed.

How long does it take in total?
If documents are complete and there are no name issues, typically 5–10 business days from name reservation to certificate issuance and bank account opening.

What's the maximum foreign ownership?
Generally 49% to avoid the FBL requirement. To exceed 49%, the business must be in an FBL-permitted category, hold a BOI promotion, or qualify under the U.S.–Thailand Treaty of Amity (for U.S. citizens).

Conclusion

Registering a limited company is an important step toward credibility and limited liability. While the procedure may seem complex, careful preparation of documents and proper structuring at the outset will save significant time and money in the long run. Consult a lawyer or accountant during the planning phase to ensure that shareholding structure, business objectives, and registered capital align with your business goals.