Company setup, licensing and BOI promotion
Thai company incorporation, Foreign Business Act analysis, BOI promotion, work permits and corporate restructuring — sequenced so each filing produces the document the next step needs.
Quick answer
A Thai limited company is registered with the Department of Business Development (DBD) under the Civil and Commercial Code: name reservation, memorandum, statutory meeting and registration. Whether a foreign-majority company may carry on a given activity is decided under the Foreign Business Act B.E. 2542 (1999) and its annexed lists, and promotion by the Board of Investment (BOI) can change both the ownership analysis and the work-permit route. Scope is confirmed with staff before any filing begins.
Incorporation at the DBD
Registration runs through name reservation, preparation of the memorandum of association with the objectives the business actually needs, the statutory meeting, and the registration filing itself. Objectives matter later: banks, the Revenue Department and licensing authorities read them literally.
Registered capital is not a fee, but it interacts with other rules — notably the capital thresholds used when a company sponsors work permits for foreign employees, and the paid-up capital evidence banks request when opening the corporate account.
Foreign Business Act analysis
The FBA restricts foreign-majority companies from a list of activities unless a Foreign Business Licence or Foreign Business Certificate is obtained, or a treaty applies (for example the Treaty of Amity for qualifying US shareholders).
The analysis has to be done against the actual revenue-generating activity, not the marketing description. Getting this wrong is not a paperwork error — nominee arrangements to disguise foreign control are prohibited by the FBA and carry criminal exposure.
BOI promotion
The Board of Investment grants promotion by activity category under the Investment Promotion Act. Promotion can carry tax and non-tax privileges, including facilitated foreign expert recruitment through the BOI's e-Expert system and, in defined cases, land ownership rights for the promoted project.
A BOI application is an evidence exercise: activity fit, project plan, capital and technology criteria. Approval conditions then become ongoing compliance obligations that must be tracked after the project starts.
Work permits and business visas
A foreign national needs authorisation to work under the Royal Decree on Managing the Work of Aliens B.E. 2560 (2017) as amended, plus the correct non-immigrant visa category from Immigration. Non-BOI companies apply through the Department of Employment; BOI-promoted companies use the BOI channel, which has its own document set and timelines.
The permit is tied to employer, position and workplace, so restructuring, a new branch or a change of duties usually requires an amendment rather than a fresh start.
Ongoing corporate maintenance
After registration a company must keep its shareholder list current, hold the annual general meeting within the statutory window, file the audited financial statements with the DBD, and register changes of directors, address or objectives. Missed filings surface later as blocked transactions at banks and agencies.
Document checklist
- Three candidate company names in priority order
- Passport or ID copies of every promoter, shareholder and director
- Registered office address with the landlord's consent and house registration
- A plain description of the revenue-generating activity, for FBA screening
- Shareholding structure with percentages and the intended capital
- For work permits: employment contract, position description, employee qualifications
Before you engage
- Draft the objectives around the next three years of business, not just the launch product.
- Run the FBA analysis before promising a client or investor a structure.
- Check BOI activity eligibility before incorporating — the promoted entity's setup can differ.
- Diarise the AGM and financial statement filing dates from day one.
Common pitfalls
- Using nominee shareholders to appear Thai-majority — prohibited and criminally exposed under the FBA.
- Registering objectives too narrowly, then being refused a licence or a bank service.
- Starting work before the permit is issued, including 'trial' or unpaid work.
- Ignoring the conditions attached to a BOI approval after the project begins operating.
Frequently asked questions
How many shareholders does a Thai limited company need?
Under the Civil and Commercial Code as amended, a private limited company may be registered with a minimum of two promoters/shareholders. The number of directors and the signing authority are set in the registration documents.
Is there a minimum registered capital?
There is no universal statutory minimum for an ordinary Thai company, but capital thresholds apply in specific contexts — notably the capital-per-work-permit rules applied when a company sponsors foreign employees, and higher requirements for foreign-owned entities operating under a Foreign Business Licence.
What does BOI promotion actually give you?
Privileges vary by activity category and can include corporate income tax incentives, import duty relief on machinery or raw materials, permission to own land for the promoted project, and streamlined visa and work permit processing for foreign experts. The BOI announcement for the activity is the controlling document.
Can a foreigner be the sole director?
Yes, a foreign national may serve as director, but the director's own right to work in Thailand still requires the correct visa and work authorisation. Signing authority arrangements should also be checked against bank requirements.
How long does incorporation take?
The DBD registration steps themselves are short once documents are complete and signed; the real timeline is driven by document collection, notarisation or Apostille of overseas shareholder documents, and bank account opening, which each bank controls.
Do you publish setup fees?
No. Structures differ too much for a list price to be meaningful. Contact staff by phone, LINE or email with the activity and shareholding and they will scope the work.
Primary sources
- Department of Business Development (DBD) — Company registration and annual filings
- Thailand Board of Investment (BOI) — Investment promotion criteria and activity list
- Department of Employment — Work permit rules for foreign nationals
- Immigration Bureau — Non-immigrant visa categories
Reviewed as of 2026-08-04. General guidance only, not case-specific advice and not a guarantee of outcome. Fees, conditions and processing times are set by the responsible authority and can change. This site does not publish prices — please ask our staff.
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