Company Registration in Thailand

Thailand is one of Southeast Asia’s most dynamic economies, known as the “Gateway to ASEAN.” With a strategic location, strong infrastructure, and a business-friendly environment, Thailand attracts entrepreneurs and multinational companies alike. The country’s economy is diversified, with major sectors including manufacturing, tourism, agriculture, technology, and services.

Registering a company in Thailand allows businesses to access the growing ASEAN market, benefit from various trade agreements, and take advantage of government incentives. However, foreign investors should navigate local laws such as the Thai Commercial Code and Foreign Business Act carefully, as certain sectors require special permits or licenses.

Types of Business Entities for Company Registration in Thailand

When registering a company in Thailand, choosing the right type of business entity is crucial as it affects liability, taxation, ownership, and compliance. Below are the main types of business entities commonly registered in Thailand:

1. Private Limited Company (Ltd.)

• Most common business entity for both Thai nationals and foreign investors.

• Requires minimum 3 shareholders.

• Shareholders have limited liability up to their share capital.

• Recognized as a separate legal entity, capable of owning assets and entering contracts.

• Flexible management and easy to raise capital through share issuance.

• Suitable for small to medium-sized enterprises and startups.

2. Public Limited Company (PLC)

• Designed for large-scale businesses intending to list on the stock exchange or raise funds publicly.

• Requires a minimum of 15 shareholders.

• Subject to strict regulatory and reporting requirements.

• Must appoint a board of directors and comply with securities laws.

• Suitable for companies planning significant expansion and capital raising.

3. Partnership

• Includes Ordinary Partnership and Limited Partnership.

• Ordinary Partnership: Partners share unlimited liability.

• Limited Partnership: At least one general partner with unlimited liability and limited partners with liability limited to their investment.

• Less popular among foreigners due to unlimited liability exposure.

• Generally used for small businesses or professional firms.

4. Branch Office

• An extension of a foreign company operating in Thailand.

• Not a separate legal entity; the foreign parent company is fully liable.

• Requires approval from the Ministry of Commerce.

• Can engage in commercial activities and generate revenue.

• Must appoint a local representative.

5. Representative Office

• A non-profit entity used for market research, liaison, or promotional activities.

• Cannot engage in any revenue-generating business or commercial transactions.

• Suitable for foreign companies exploring the Thai market before establishing a full operation.

6. Sole Proprietorship

• Owned and operated by a single individual.

• The owner has unlimited liability.

• Simple to set up but less preferred for foreign investors due to personal liability.

Eligibility Criteria for Company Registration in Thailand

Before you can register a company in Thailand, there are specific legal and regulatory requirements you must fulfill to ensure compliance with Thai laws, particularly the Thai Civil and Commercial Code and the Foreign Business Act. Below are the key eligibility criteria:

1. Minimum Number of Shareholders

• A Private Limited Company must have at least 3 shareholders.

• Shareholders can be individuals or corporate entities.

• There is no maximum limit on the number of shareholders.

2. Directors and Management

• A minimum of 1 director is required.

• Directors must be at least 20 years old.

• The director(s) can be Thai or foreign nationals.

• Directors are responsible for the company’s operations and legal compliance.

3. Registered Office Address

• The company must have a physical registered office address in Thailand.

• This address is used for all official correspondence and must be a real location, not a PO Box.

4. Registered Capital Requirements

• For foreign-owned companies, the minimum registered capital is generally THB 1 million (approximately USD 30,000).

• For companies applying for a Foreign Business License (FBL) or operating in restricted sectors, the capital requirement may increase to THB 3 million or more.

• The registered capital must be fully subscribed at the time of registration.

5. Foreign Ownership Restrictions

• Foreigners are generally limited to owning up to 49% of shares in a company unless special permission is obtained.

• Certain industries are restricted or prohibited for foreign ownership under the Foreign Business Act (FBA).

• Foreign investors may apply for a Foreign Business License (FBL) or operate under specific investment promotion schemes to increase foreign ownership.

6. Legal Capacity and Identification

• Shareholders and directors must be legally competent individuals (18 years or older).

• Foreign shareholders/directors must provide certified copies of passports.

• All documents issued outside Thailand must be translated into Thai and notarized/apostilled.

7. Compliance with Sector-Specific Laws

• Companies operating in regulated industries (e.g., finance, telecommunications, healthcare) may require additional licenses or permits.

• Compliance with Environmental and Labor laws may also be required depending on business activity.

Procedure for Company Registration in Thailand

Registering a company in Thailand involves several well-defined steps governed by the Ministry of Commerce and other relevant authorities. Below is the step-by-step process to legally incorporate your business:

1. Company Name Reservation

• Submit 3 proposed company names for approval to the Department of Business Development (DBD) under the Ministry of Commerce.

• The names must be unique and not identical or similar to existing companies.

• Approval usually takes 1-3 business days.

2. Prepare and File the Memorandum of Association (MOA)

• The MOA must include the company name, business objectives, location of the registered office, capital structure, and details of the shareholders.

• The company must have at least 3 promoters (initial shareholders) who subscribe to the shares.

• File the MOA with the DBD within 30 days of name approval.

3. Convene Statutory Meeting

• A statutory meeting must be held within 3 months after MOA registration.

• Approve the company’s Articles of Association, appoint directors, and approve the subscription of shares.

• Prepare the minutes of the meeting.

4. Register the Company

• Submit the company registration application to the DBD with the required documents:

  • Articles of Association

  • Minutes of the statutory meeting

  • List of shareholders and directors

  • Registered office address

  • Payment of registration fees based on the registered capital (typically 5,000 THB + 0.05% of registered capital)

• Obtain the Certificate of Incorporation within 3-5 business days after submission.

5. Register for Tax Identification Number (TIN) and VAT

• Register the company with the Revenue Department to obtain a Tax Identification Number (TIN).

• If annual turnover is expected to exceed 1.8 million THB, register for Value Added Tax (VAT) within 30 days of exceeding the threshold.

6. Obtain Social Security Registration

• Register the company and employees with the Social Security Office for social security contributions and employee benefits.

7. Open a Corporate Bank Account

• Open a business bank account in Thailand using the Certificate of Incorporation and other company documents.

• The account is used for company transactions and capital deposit.

8. Apply for Foreign Business License 

• If foreign ownership exceeds 49% or the business is in a restricted sector, apply for a Foreign Business License from the Ministry of Commerce.

• This process involves additional scrutiny and can take several weeks.

Documents Required for Company Registration in Thailand

To successfully register a company in Thailand, submitting the correct documentation is crucial. Below is a comprehensive list of the essential documents typically required:

1. Company Name Reservation

• Application form for company name reservation submitted to the Department of Business Development (DBD).

• List of 3 proposed company names (in Thai and English).

2. Memorandum of Association (MOA)

• Signed MOA containing:

  • Company name

  • Business objectives

  • Registered office address

  • Details of promoters/shareholders and their share subscriptions

  • Authorized capital and number of shares

3. List of Shareholders

• Detailed list with names, addresses, nationality, and number of shares held.

• Identification documents (passport for foreigners, ID card for Thais).

4. Articles of Association (AOA)

• Company bylaws governing operations, management, and shareholder rights.

• Signed by all shareholders or promoters.

5. Minutes of Statutory Meeting

• Document outlining resolutions passed during the meeting, including:

  • Approval of AOA

  • Appointment of directors and auditors

  • Share subscription confirmation

6. Directors’ Details

• List of directors with full names, addresses, nationality, and identification (passport or ID card).

• Power of attorney if a representative files on behalf of directors.

7. Registered Office Address Proof

• Lease agreement or ownership proof of the registered office.

• Landlord’s consent letter if the office is rented.

8. Identification Documents

• For Thai shareholders and directors: National ID card.

• For foreign shareholders and directors: Valid passport and visa.

• Copies must be notarized and translated into Thai if necessary.

9. Tax Registration Documents

• Application form for Tax Identification Number (TIN).

• Application for Value Added Tax (VAT) registration if applicable.

10. Social Security Registration Forms

• Documents for enrolling the company and employees in the Social Security system.

Benefits of Company Registration in Thailand

Registering a company in Thailand offers numerous advantages for both local entrepreneurs and foreign investors looking to establish a foothold in Southeast Asia. Here are the key benefits:

1. Legal Recognition and Credibility

• Official registration grants your company legal status, allowing it to operate lawfully within Thailand.

• Enhances credibility with customers, suppliers, financial institutions, and government agencies.

2. Limited Liability Protection

• Shareholders’ liability is limited to the amount invested in the company’s shares.

• Personal assets of shareholders are protected from business debts and legal claims.

3. Access to Thailand’s Growing Market

• Thailand boasts a robust and diversified economy with a population exceeding 70 million.

• Registered companies can freely engage in local trade, contracts, and business activities.

4. Foreign Investment Opportunities

• Registered companies can benefit from government incentives and investment promotion under the Board of Investment (BOI).

• Foreign investors can legally own shares, subject to applicable laws and foreign ownership restrictions.

5. Ability to Open Corporate Bank Accounts

• Registration enables companies to open business bank accounts, facilitating smooth financial transactions.

• Necessary for capital deposits, salary payments, and vendor transactions.

6. Eligibility for Licenses and Permits

• A registered company can apply for business licenses and permits required for various regulated industries.

• Compliance with licensing regulations ensures lawful operation.

7. Tax Benefits and Planning

• Registered companies can access Thailand’s tax framework, including corporate income tax incentives.

• Enables proper tax planning and eligibility for treaties to avoid double taxation.

8. Employment Opportunities and Social Security

• Allows hiring employees under formal contracts.

• Companies must register for social security, providing benefits to employees and meeting labor law requirements.

9. Business Expansion and Partnerships

• Registration facilitates entering into joint ventures, partnerships, and contractual agreements.

• Enhances opportunities for collaboration with local and international firms.

10. Brand Protection and Intellectual Property Rights

• Registered companies can protect their trademarks and intellectual property within Thailand.

• Helps in building a recognized and trusted brand.

Various Taxes for Company Registration in Thailand

Understanding the tax obligations is vital for any company operating in Thailand. Once registered, companies must comply with several tax requirements governed by the Revenue Department. Below are the key taxes applicable to companies in Thailand:

1. Corporate Income Tax (CIT)

• Standard rate is 20% on net profits.

• Small and medium-sized enterprises (SMEs) may benefit from reduced rates on the first portion of taxable income.

• Companies must file annual corporate income tax returns.

2. Value Added Tax (VAT)

• Standard VAT rate is 7%.

• VAT registration is mandatory if annual turnover exceeds 1.8 million THB.

• VAT returns are filed monthly or quarterly depending on turnover.

3. Withholding Tax (WHT)

• Applied on certain payments such as dividends, interest, royalties, and service fees.

• Rates vary typically between 1% and 15% depending on the nature of payment and tax treaties.

• Companies must withhold tax at the source and remit it to the Revenue Department.

4. Specific Business Tax (SBT)

• Applicable to certain businesses not subject to VAT such as banking, finance, and insurance.

• Rates vary from 0.1% to 3% depending on the business type.

5. Personal Income Tax (PIT)

• Relevant for company directors and employees.

• Tax rates are progressive up to 35%.

• Employers must withhold tax from employee salaries monthly.

6. Social Security Contributions

• Employers must contribute 5% of employee wages, capped at a certain maximum.

• Employees also contribute 5%.

• Contributions go towards benefits such as healthcare, pensions, and unemployment.

7. Stamp Duty and Other Local Taxes

• Certain contracts and documents may be subject to stamp duty.

• Municipal and provincial taxes may also apply depending on location and business activity.

Why Choose YKG GLOBAL for Company Registration in Thailand?

Choosing the right partner for your company registration in Thailand can make all the difference. Here’s why YKG GLOBAL stands out as your trusted advisor and facilitator:

1. Extensive Experience and Expertise

• Over four decades of experience in assisting businesses with company registration across multiple countries, including Thailand.

• Deep understanding of local laws, regulations, and business culture to ensure smooth incorporation.

2. Comprehensive End-to-End Services

• Assistance from initial consultation to final company registration.

• Services include business structure advice, document preparation, government filings, tax registrations, and compliance support.

3. Local Presence and Network

• Strong local partnerships with government agencies, legal firms, and financial institutions.

• Ability to expedite processes and resolve issues quickly.

4. Customized Solutions for Foreign Investors

• Expert guidance on foreign ownership laws and investment incentives.

• Assistance with nominee directors, visas, work permits, and other regulatory requirements.

5. Transparent and Competitive Pricing

• Clear fee structures with no hidden charges.

• Cost-effective packages tailored to startups, SMEs, and large enterprises.

6. Dedicated Customer Support

• Proactive communication and personalized support throughout the registration process.

• Multilingual team capable of assisting international clients seamlessly.

7. Post-Registration Compliance Assistance

• Support for ongoing statutory filings, tax compliance, accounting, and auditing.

• Ensures your company remains fully compliant with Thai laws.

8. Trusted by Thousands of Clients Globally

• Proven track record of successfully registering thousands of companies worldwide.

• Strong client testimonials and a reputation for reliability.