Thailand company formation for non-residents

Why businesses set up in Thailand

Thailand is a manufacturing and services base with a large domestic market and good links across mainland Southeast Asia. A Thai company lets you hire locally, sponsor work permits, lease premises and trade in baht.

The trade-off is foreign ownership control. Before anything else, you need to know whether your activity is restricted for foreign-owned companies. That answer shapes the structure, the cost and the timeline.

Thailand suits founders who will run real operations there: a factory, a regional service team or a local sales office. For holding or invoicing structures with no Thai activity, another jurisdiction is usually a better fit, and we will say so.

The Foreign Business Act in plain terms

The Foreign Business Act B.E. 2542 (1999) treats a company as foreign when foreigners hold half or more of its shares. A foreign company faces three lists of activities.

Some activities are not on any list, such as most manufacturing. A foreign company can generally run these without a licence, subject to the minimum capital rules.

Using Thai nominees to hold shares for a foreigner is prohibited, with penalties for both sides. We do not set up nominee structures.

• List 1: closed to foreign companies, such as land trading and media
• List 2: activities touching national security, culture or natural resources; Cabinet approval needed, with Thai shareholding rules
• List 3: activities where Thais are not yet ready to compete, including many services, retail and wholesale below set capital levels; a foreign business licence from the DBD is needed
• Routes to majority foreign ownership: BOI promotion, the US–Thai Treaty of Amity for US-owned companies, or a foreign business licence or certificate

Three routes to majority foreign ownership

BOI promotion is the most common route for manufacturing, technology and some services. The Board of Investment grants promotion to qualifying projects. A promoted activity can be majority or fully foreign-owned and may also receive tax incentives and help with work permits. Promotion comes with conditions on investment, activity and reporting.

The Treaty of Amity route is only for companies majority-owned by US citizens or US companies. The company applies to the DBD for a certificate, and some sectors stay excluded, such as communications, transport, fiduciary services, banking and land.

A foreign business licence is the general route for List 3 activities, such as many services. The DBD reviews the application with the Foreign Business Committee, and approval is discretionary. Applicants usually need to show how the business benefits Thailand, for example through local jobs, technology transfer or investment.

If none of these routes fit, Thai shareholders must hold more than half of the shares, so foreigners hold less than 50%. Those Thai shareholders must be genuine investors who own their shares, not nominees.

Shareholders, directors, capital and bank accounts

Since February 2023 a private limited company needs at least two promoters and shareholders, down from three. There is no nationality requirement for directors, and one director is enough.

The Civil and Commercial Code has no fixed minimum capital. A foreign company generally needs at least THB 2,000,000, and THB 3,000,000 for activities on the lists. Work permits for foreign staff usually require more registered capital and a number of Thai employees (confirm with your specialist).

Thai banks decide on account opening and usually want directors in person. We introduce you to suitable banks and prepare the application.

If you or your staff will work in Thailand, plan the visa and work permit together with the company. The capital and headcount you choose at registration affect what you can get later.

How registration works

We start with an activity check against the Foreign Business Act. If your activity needs a licence or BOI promotion, we tell you before you pay.

Next we reserve the name with the Department of Business Development, file the memorandum, hold the statutory meeting and register the company. Registration takes 2–4 weeks after KYC approval, and the company's registration number doubles as its tax ID.

A company that expects turnover above THB 1,800,000 a year registers for VAT. If a foreign business licence is needed, the application follows registration and can take several months.

DBD documents are issued in Thai. We give you English translations of the certificate, memorandum and shareholder list for your records and your bank.

Tax, audit and annual filings

Corporate income tax is 20% of net profit. A qualifying SME, with paid-up capital of THB 5,000,000 or less and income up to THB 30,000,000, pays nothing on the first THB 300,000 of profit, 15% up to THB 3,000,000 and 20% above that. VAT is 7% as of September 2026, a reduced rate extended by decree; the statutory rate is 10%.

Every Thai company must have its annual accounts audited by a Thai licensed auditor. The annual general meeting approves them within 4 months of year-end, and the company files them with the DBD within one month of approval.

The Revenue Department expects a half-year tax estimate and a full-year return within 150 days of year-end. Companies with staff also file monthly withholding and social security returns.

Dividends paid to foreign shareholders are generally subject to 10% withholding tax, which a tax treaty may reduce (confirm with your specialist). Related-party transactions with a foreign parent must follow arm's length pricing.

What OCC handles and what it costs

Our Thai package starts at a fixed quote for year 1 with government registration fees included, and a fixed quote from year 2. It covers the activity check, DBD registration, company documents and tax registrations.

Foreign business licence and BOI applications, the annual audit and local accounting are quoted separately after we see your plan. OCC is licensed in Hong Kong as a trust or company service provider (TCSP TC001305) and works with Thai licensed professionals where Thai law requires them.