Setting up a business in Thailand can be an exciting and rewarding venture. Among the various legal structures available, the Thai Limited Company is the most commonly chosen form for both local entrepreneurs and foreign investors. Its flexible structure, legal protections, and relatively straightforward setup make it ideal for most commercial activities.
This article provides a detailed overview of Thai limited company registration, including key steps, legal requirements, and practical considerations to help you navigate the process with confidence.
What Is a Thai Limited Company?
A Thai Limited Company is a type of business entity that limits the liability of shareholders to the amount of their respective shares. It operates similarly to a private limited company in other jurisdictions.
There are two main types:
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Private Limited Company (Co., Ltd.)
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Public Limited Company (for companies listed on the Stock Exchange of Thailand)
This article focuses on the Private Limited Company, which is suitable for most SMEs and foreign businesses entering the Thai market.
Key Characteristics
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Minimum of 3 shareholders required
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Managed by at least 1 director
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Capital divided into shares with equal par value
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Liability limited to the amount of unpaid shares
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Must maintain statutory books and annual filings
Benefits of a Thai Limited Company
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Limited Liability – Shareholders are not personally liable for the company’s debts beyond their shareholdings.
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Separate Legal Entity – The company can own property, enter into contracts, and sue or be sued independently.
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Credibility – A registered company often has more credibility with suppliers, banks, and customers.
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Foreign Investment – With proper structuring, foreign nationals can own shares and operate businesses legally.
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Eligibility for Work Permits – A Thai limited company can sponsor foreign employees and directors for work permits and visas.
Foreign Ownership Considerations
Under the Foreign Business Act (FBA), certain business activities are restricted or limited to Thai nationals. A foreigner is defined as owning 50% or more of the company’s shares.
Foreigners can:
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Own up to 49% of a Thai limited company (majority Thai-owned structure)
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Own 100% under specific exceptions:
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Obtain a Foreign Business License (FBL)
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Operate under the U.S.-Thailand Treaty of Amity
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Register through the Board of Investment (BOI)
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Conduct business in exporting, manufacturing, or certain services
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Professional legal advice is recommended to ensure compliance with Thai law when structuring ownership.
Step-by-Step Registration Process
1. Reserve the Company Name
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Submit a name reservation via the Department of Business Development (DBD) online portal.
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The name must be unique and not infringe on existing trademarks or names.
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Approval is usually granted within 1–3 business days and is valid for 30 days.
2. Prepare the Memorandum of Association (MOA)
The MOA must include:
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Company name and address
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Objectives of the business
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Registered capital
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Share structure
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Names and addresses of promoters
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Number of shares held by each promoter
Three promoters are required to initiate the registration, and each must hold at least one share.
3. Convene the Statutory Meeting
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Approve company bylaws (Articles of Association)
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Ratify contracts or expenditures
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Elect directors and appoint auditors
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Allocate shares to promoters and others
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Set the share capital (at least 25% must be paid up)
4. Register the Company
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Submit the registration form and supporting documents to the DBD.
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Pay the registration fee (based on registered capital, approx. THB 5,500 for THB 1 million capital).
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Company registration is usually completed within 1–3 business days.
5. Register for VAT and Tax ID (if applicable)
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If the business earns more than THB 1.8 million annually or is required by law, register for VAT.
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Obtain a corporate tax ID from the Revenue Department.
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File monthly tax returns and annual financial statements.
Post-Registration Compliance
Once registered, the company must:
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Maintain a company seal
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Open a corporate bank account
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File annual financial reports
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Hold annual shareholder meetings
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Maintain statutory books, including a share register and minutes of meetings
Failure to comply with Thai corporate laws can result in fines or dissolution.
Capital Requirements
There is no minimum capital requirement unless applying for:
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A foreign business license – typically THB 3 million per activity
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A work permit for a foreigner – commonly requires THB 2 million per foreign employee, or THB 1 million for BOI-promoted companies
Even if not legally required, having sufficient capital demonstrates financial viability and supports visa and business credibility.
Hiring Foreign Staff and Work Permits
A registered Thai limited company can sponsor foreign employees, provided it meets certain conditions:
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At least THB 2 million in registered capital per foreigner
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Employs at least 4 Thai staff per foreigner
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The foreigner must meet visa and qualification requirements
Work permits are processed through the Ministry of Labour, and visas through the Immigration Bureau.
Common Business Activities for Thai Limited Companies
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Trading and retail
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Hospitality and tourism
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Manufacturing and export
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Technology and software development
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Professional services (legal, accounting, consulting)
Certain activities may require special licenses or permits from relevant authorities.
Conclusion
Registering a Thai Limited Company is a strategic choice for entrepreneurs and foreign investors aiming to tap into the Thai market. It offers a legal, flexible, and credible business structure with numerous advantages, including limited liability, work permit eligibility, and access to the Thai economy.
While the process is straightforward, navigating foreign ownership rules, legal compliance, and tax obligations can be complex. Engaging a qualified business lawyer or consultant can simplify the process and help ensure your company is structured properly from the start.
