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Contents
- In short
- How much of a Thai company can a foreigner own?
- The seven steps, with agencies and timing
- Which capital figure applies to you?
- What the DBD checks in 2026
- What the company pays after registration
- Four mistakes that cost the most
- Founders from the US, UK and Australia: the treaty route and papers
- What next
To register a company in Thailand, a foreigner works through seven steps. First come the activity check and the choice of route, then a licence if the route needs one, the name reservation, the memorandum and statutory meeting, registration with the Department of Business Development (DBD), tax registration and employer registration. We estimate 2 to 3 weeks for an ordinary company, and a Foreign Business Licence (FBL) adds months.
In short
- A company is foreign when foreigners hold half or more of its capital (Foreign Business Act B.E. 2542; as of 6 October 2026). Three lists decide what a foreigner may do.
- A private limited company needs at least two promoters and shares paid up by at least 25% (ILCT, 25 July 2023; ASEAN Briefing, 12 August 2026).
- In practice an FBL takes 4 to 8 months, Board of Investment (BOI) promotion 2 to 4 months and a Treaty of Amity certificate (US nationals only) up to 30 days (ThaiLawOnline; aimbangkok, 2026). We estimate 2 to 3 weeks for an ordinary company.
- Capital figures belong to different procedures: THB 2 million as the general minimum, an FBL from THB 3 million (about USD 91,000 or GBP 68,000 at illustrative rates of THB 33 and THB 44), BOI from THB 1 million excluding land, and a work permit benchmark of THB 2 million per foreigner.
- Since 1 August 2026 the DBD wants an investment letter and Thai shareholders' bank statements when foreigners hold under 50% or a foreigner is an authorised director (Order 2/2569).
- After registration the company pays 20% corporate income tax, plus VAT above THB 1.8 million of turnover a year.
How much of a Thai company can a foreigner own?
A foreigner can hold up to 100% only if the activity is unrestricted or the company has an FBL, BOI promotion or a treaty certificate. Otherwise you need Thai control: more than 50% of the capital held by Thai shareholders paying with their own money. Three lists in the Act decide which case you are in (ThaiLawOnline, 2026).
| List | What it covers | What a foreigner needs |
|---|---|---|
| 1 | Media, farming, land trading | Closed to foreigners, no licence route |
| 2 | National security, arts and culture | The minister's permission with Cabinet approval; at least 40% Thai shareholding and two-fifths Thai directors, reducible to 25% with Cabinet approval |
| 3 | Services where Thais are not yet ready: hotels, restaurants, tours, language schools | The Director-General's permission (the FBL) |
Ministerial Regulation No. 5, published on 28 August 2026, removed the licence requirement for eight service businesses, among them treasury centres and intra-group admin, HR and IT services. Hotels, restaurants, tours and language schools are not in it, as the DBD director-general confirmed on 14 September 2026 (Baker McKenzie, 2 September 2026; Thaiger, 14 September 2026).
The seven steps, with agencies and timing
Registration runs in seven steps, and the order depends on your route. An FBL or BOI promotion takes months, an ordinary company does not. The table gives agencies and time limits as of 6 October 2026, drawing DBD time limits from the BOI One Start One Stop portal (a 2015 page, so check with the DBD) and ASEAN Briefing.
| # | Step | Agency | Time |
|---|---|---|---|
| 1 | Check the activity and choose the route: Thai control, FBL, BOI or treaty status | Your lawyer, then the DBD or BOI | Before any filing |
| 2 | Get the licence or promotion if the route needs one | DBD, BOI | FBL: 60 days by law, extendable by 60, 4 to 8 months in practice. BOI: 2 to 4 months. Treaty certificate: up to 30 days |
| 3 | Reserve the company name | DBD, online | After approval you have 30 days to file the memorandum (BOI OSOS) |
| 4 | File the memorandum, hold the statutory meeting, pay for the shares | DBD, promoters | Register within 3 months of the meeting (BOI OSOS) |
| 5 | Register the company with the package that traces the money | DBD | A complete file can be accepted in one day (ASEAN Briefing) |
| 6 | Register for tax, and for VAT when you need it | Revenue Department | VAT: within 30 days of passing THB 1.8 million of annual turnover |
| 7 | Register as an employer and apply for work permits | Social Security Office, Department of Employment | Social Security: within 30 days of the first hire |
On a simple route most of the time goes on documents, Thai shareholders' statements and proof of the money, not on the DBD itself. Step 7 has its own guide: Thailand work permit in 2026.
Which capital figure applies to you?
Capital figures differ by procedure. Section 14 of the Act sets THB 2 million as the general minimum for a foreign business and at least THB 3 million where permission (an FBL) is needed. BOI needs THB 1 million excluding land, and the work permit benchmark is THB 2 million per foreigner. They are separate tests.
| Figure | What it applies to | Source |
|---|---|---|
| THB 2 million | General minimum capital of a foreign business (Section 14) | ThaiLawOnline; Lex Bangkok, 2026 |
| From THB 3 million | Minimum where permission under the Lists is needed, that is for an FBL (Section 14) | ThaiLawOnline; Lex Bangkok, 2026 |
| From THB 1 million excluding land | Minimum investment for BOI promotion | ThaiLawOnline, 27 September 2026 |
| THB 2 million and 4 Thai employees per foreigner | Work permit benchmark; BOI companies and LTR holders are exempt from the ratio | Aniday, 7 September 2026; Thaiger, 24 September 2026 |
| At least 25% of share value, par value from THB 5 | Payment for shares when an ordinary company registers | ASEAN Briefing, 12 August 2026 |
What the DBD checks in 2026
Since 1 January 2026 the DBD has compared Thai shareholders' money with the payment for their shares. Order 2/2569, issued on 14 July 2026 and in force since 1 August 2026, replaced the earlier Orders 2/2568 and 1/2569. If foreigners hold under 50% or a foreigner is an authorised director, you file an investment letter, three months of Thai shareholders' bank statements and the company's account statement (aimbangkok; Dejudom, August 2026).
This is not a formality. Nation Thailand reported on 8 September 2026 that the Commerce Ministry and the DBD had screened 125,622 companies, 36,277 of them with foreign investment, and that the DBD director-general promised firm legal action nationwide. The rule reaches existing companies too: on an amendment, for example when a foreign shareholder or authorised director joins, an investment confirmation letter is needed, with no grace period (Dejudom; aimbangkok). Sources differ on exemptions. aimbangkok says 100% foreign, BOI, FBL and treaty companies file no formation documents, but Dejudom says the order names no exemptions, so do not count on one.
A typical shareholder check is described in A DBD check: proving the shareholders are real.
What the company pays after registration
After registration the company pays corporate income tax at 20%, with a progressive scale for small companies (Dejudom). VAT applies above THB 1.8 million of annual turnover: register within 30 days of crossing it, the 7% rate runs to 30 September 2027 unless it is extended, and the monthly PP.30 return is due even for months without sales (PwC, 24 August 2026).
The employer registers with Social Security within 30 days of the first hire (ASEAN Briefing, 12 August 2026), and those filings count the Thai staff for the work permit test. PP.30 is due by the 15th of the next month, or the 23rd when filed electronically (ThaiLawOnline, 6 October 2026; check the dates on the filing day). Limited companies have long had to file audited financial statements with the DBD, and we confirm the dates each year.
Four mistakes that cost the most
Companies lose money and time on one of four points. All of them are checked before filing, because a mistake in the structure is expensive to fix later: any amendment goes through the DBD again, and older companies get no grace period.
- A nominee shareholder. The foreigner's money and control sit behind a Thai name on paper. That is criminal exposure, not a shortcut.
- An unchecked activity. A hotel, restaurant, tour or language school sits on List 3, so an ordinary company without an FBL, BOI promotion or Thai control will not do.
- Mixed-up capital figures. The general THB 2 million minimum and the THB 2 million work permit benchmark are different tests, and an FBL needs at least THB 3 million.
- Working before the permit. Working outside a permit costs the worker THB 5,000 to 50,000 and the employer THB 10,000 to 100,000 (ThaiLawOnline).
Founders from the US, UK and Australia: the treaty route and papers
US nationals can ask for a Treaty of Amity certificate, which sources put at up to 30 days. It gives no right to own land, and a work permit at a treaty company needs THB 3 million of capital (about USD 91,000). Sources disagree on whether the DBD order covers treaty companies (ThaiLawOnline; aimbangkok; Dejudom, August 2026).
The treaty route is for US nationals only; other founders use Thai control, an FBL or BOI promotion. Papers signed at home usually go through a notary, your foreign ministry and the Thai embassy, then a Thai translation (Bangkok Translation, 16 August 2026). The Apostille Convention enters into force for Thailand on 28 February 2027, but not with states that object before about 30 December 2026 (HCCH, 6 October 2026); see Apostille and Thailand.
What next
If you want help with registration, describe your situation in the form on Company registration in Thailand: within 24 hours we tell you which route fits, what it costs and how long it takes. Send the activity, the shareholders and your target date, and that is enough for a first answer.
For the wider picture, see Open a business in Thailand as a foreigner, and for a timeline A company and a work permit in 6 weeks.
