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Thailand company registration documents fall into three groups: paperwork for each shareholder and director, proof of an office address, and details of the capital. If foreign shareholders hold less than half the company's capital, or a foreign director has signing authority, the Department of Business Development (DBD) — the agency that registers Thai companies — has asked for more since 1 August 2026: an investment explanation letter, three months of the Thai shareholders' bank statements, and a statement for the account that receives the money. Documents signed abroad still go through consular legalisation; an apostille will replace that chain for many countries from 28 February 2027. Below is a checklist to work through before you sit down with a lawyer.
In short
- Each side gathers its own papers: foreign shareholders and the foreign director prepare theirs, Thai shareholders prepare theirs.
- A Thai private limited company needs at least two shareholders, a rule that has applied since February 2023 under an amendment to the Civil and Commercial Code.
- The 51/49 rule: a company counts as foreign under the Foreign Business Act once foreigners hold half the capital or more.
- Where foreign participation is under 50%, or a foreign director has signing authority, the DBD has asked for three months of Thai shareholders' bank statements and an investment explanation letter since 1 August 2026.
- Documents signed abroad are legalised through the embassy until 28 February 2027; an apostille takes over after that for many countries.
What to prepare before meeting a lawyer
Bring decisions, not just paperwork, to your first meeting: the company name, the business activities it will carry out, the capital, how shares will be split, and who will be director. Those decisions decide which registration route fits and which documents come next.
| Side | Document | Original or copy | Legalisation |
|---|---|---|---|
| Foreign shareholder | ☐ passport | for an initial check | confirm with the DBD |
| Foreign shareholder | ☐ proof of address | confirm for your filing | confirm for your filing |
| Foreign corporate shareholder | ☐ articles of association and a trade register extract | for an initial check | confirm with the DBD and the consulate |
| Foreign director | ☐ passport and proof of address | for an initial check | confirm for each document |
| Thai shareholder | ☐ identity document | for an initial check | confirm with the DBD |
| Thai shareholder (if foreign shareholding is under 50% or a foreign director has signing authority) | ☐ 3 months of bank statements | confirm with the DBD | confirm with the DBD |
| Company (same condition) | ☐ investment explanation letter | confirm with the DBD | confirm with the DBD |
| Company (same condition) | ☐ statement for the receiving account | confirm with the DBD | confirm with the DBD |
| Office | ☐ document proving the right to the premises (a lease or the owner's written consent, for example — the exact list is confirmed with the DBD) | original/copy | our lawyers check it before filing |
We suggest starting with the documents that come from abroad: legalising them can add weeks, and leaving that step to the end stretches the whole registration out.
Foreign shareholder and director documents
Prepare each foreign individual shareholder's passport for an initial check; confirm with the DBD which identification documents, including any proof of address, your specific filing needs. If a shareholder is itself a foreign company, prepare its constitutional documents — the articles of association and an extract from its home trade register — for an initial check; the exact list, format, and whether these need certifying and legalising, are confirmed with the DBD and the relevant consulate.
This is also where you decide how many shares go to foreign shareholders. The Foreign Business Act B.E. 2542 (1999) treats a company as foreign once foreigners hold half its capital or more. That is why structures are often built on the 51/49 rule: Thai shareholders hold more than half the capital, foreigners hold less, and each side pays for its own shares with its own money.
A structure where Thai shareholders exist on paper only, while a foreigner actually runs and owns the company, is a nominee arrangement, and it is illegal. Section 36 of the Foreign Business Act covers the Thai nominee and the foreign principal, and section 37 covers running a restricted business without a licence; both carry up to three years in prison and/or a fine of THB 100,000 to 1,000,000. Section 41 can also make a director personally liable. So we structure shareholdings so that the money and the signatures match what the documents say, rather than looking for someone to hold shares on paper.
US nationals have a separate option worth knowing about: a Treaty of Amity certificate, which takes up to 30 days in practice. Eligibility for the certificate, and the ownership structure it permits, should be checked with the DBD for the proposed business activity. It has its own documentation and sits outside this checklist.
For the registration steps themselves, and how much capital each route needs, see how to register a Thai company.
Thai shareholder documents and source of funds
Where the company has foreign participation — below 50% of the capital, or a foreign director with signing authority — the DBD checks where the Thai shareholders' money came from. Order 2/2569, issued on 14 July 2026 and in force since 1 August 2026, replaced the earlier Orders 2/2568 and 1/2569.
Under this order, the filing includes three documents: an investment explanation letter, setting out the investment in the form the DBD requires; three months of each Thai shareholder's bank statements, showing that the money to pay for their shares actually existed and was withdrawn; and a statement for the company's own account that received that money.
This is not only for new companies. An existing company that changes its shareholders or appoints a foreign director with signing authority files its own version, an investment confirmation letter, and the order gives no grace period to companies registered earlier.
Our lawyers check that the bank statements and the explanation letter match the shareholding and payment records before filing — we suggest reconciling the amounts, the shares and the money trail yourself first. A similar shareholder check is illustrated in our hypothetical case study, a DBD shareholder check: a typical scenario.
Office address and lease
Before filing, confirm the proposed registered address and the supporting documents with the DBD. If you already have paperwork for the premises — a lease, or the owner's written consent — send it to us for an initial check.
Whether a particular address is acceptable, and exactly which documents the DBD wants for it, is confirmed with the DBD before filing. We do not promise in advance which document will work; we check it, together with the rest of the file, before submission.
Which documents need legalising or translating
A document signed abroad — a power of attorney, a foreign corporate shareholder's constitutional documents, sometimes a passport copy — is usually certified through a chain: a notary, then the foreign ministry (or equivalent authentication office) of the country where it was signed, and then the Thai embassy or consulate there. The exact steps for your country are best confirmed with that embassy, since Thai missions describe the procedure slightly differently from one country to the next.
On 30 June 2026 Thailand deposited its instrument of accession to the Hague Apostille Convention. The Convention enters into force for Thailand on 28 February 2027, and from that date an apostille will replace consular legalisation for countries that have joined the Convention by then and have not objected to Thailand's accession. Until 28 February 2027, the existing legalisation chain applies, including for documents from the UK, the US, Canada and Australia.
Whether documents need translating into Thai, and how that translation is certified, is confirmed against the DBD's list for your specific filing.
What is not settled yet. How the apostille will apply to particular documents, and what the DBD will require after 28 February 2027, still needs confirming closer to the date: it is not yet clear which countries will have raised objections by then, or how the DBD itself will respond. If you are not sure which legalisation route fits your country right now, send us your document list — we will tell you the order to follow today, and flag separately what is likely to change once the apostille takes effect.
Next: registration, tax ID, bank account
Once the documents are ready, they go to the DBD for registration; the registration steps themselves, and how much capital each route needs, are covered in how to register a Thai company. After registration, check the tax registration steps with the Revenue Department and the requirements of the bank where you plan to open the company's account.
If any foreign shareholder or director is in Thailand on a DTV, confirm with your chosen bank in advance whether it will open a corporate account and what it needs from a foreign signatory; Thai banks have been reported refusing DTV holders.
One mix-up is worth flagging separately: the "four Thai employees per foreign worker" benchmark and the paid-up capital of THB 2 million per foreign employee belong to getting a work permit — the permit a specific foreign employee needs in order to work — not to registering the company itself; exceptions are confirmed with the Department of Employment. Do not run the two together: you can register a company without meeting the work permit benchmarks, but without a permit, a foreign owner cannot legally work in their own company. We cover this in how to get a Thai work permit.
If you are already gathering your documents and want them checked before filing, send them to us: we answer within 24 hours and agree a plan for the review. For our "Company + work permit" package [price] we agree and fix the cost in advance, prepare documents in Thai and English, and preparation and registration usually take 2–6 weeks; legalisation time for documents from abroad is separate and depends on the country. If you'd like full-service registration, see company registration in Thailand.
