Question 1

How many shareholders does a Thai limited company need?

Accepted Answer

Since 7 February 2023 the Civil and Commercial Code Amendment Act (No. 23) B.E. 2565 has reduced the minimum number of promoters and shareholders of a private limited company from three to two, amending section 1097. Promoters must be natural persons and each must subscribe for at least one share. A public limited company still requires at least fifteen promoters under the Public Limited Companies Act B.E. 2535. There is no residency requirement for shareholders, but foreign shareholding above 49 percent brings the company within the Foreign Business Act. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 2

What are the steps to incorporate in Thailand?

Accepted Answer

Reserve the corporate name with the Department of Business Development, where the reservation is valid for thirty days; register the memorandum of association under section 1098 of the Civil and Commercial Code; hold the statutory meeting under section 1108 to adopt the articles and appoint directors and the auditor; call the first payment on shares, at least twenty-five percent under section 1105; and register the company within three months of the statutory meeting under section 1112. Filings are made through DBD e-Registration, and in practice the memorandum and the incorporation can be registered on the same day when the file is complete. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 3

Is there a minimum registered capital?

Accepted Answer

The Civil and Commercial Code sets no general minimum for a Thai-majority company; it only requires a par value of at least five baht per share under section 1117. The practical thresholds come from other laws: at least two million baht of paid-up capital per work permit under the criteria applied by the Department of Employment and the Immigration Bureau, and the minimum capital for foreigners set by ministerial regulation under section 14 of the Foreign Business Act B.E. 2542 — two million baht for unrestricted business and three million baht per restricted business requiring a licence. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 4

What does the Foreign Business Act restrict?

Accepted Answer

The Foreign Business Act B.E. 2542 groups restricted activities into three lists. List One is closed to foreigners for special reasons, including newspapers, farming and trading in land. List Two concerns national security, arts and culture and needs Cabinet-level approval. List Three covers businesses in which Thai nationals are considered not yet ready to compete and captures most service activities; it requires a Foreign Business Licence from the Director-General of the Department of Business Development with the approval of the Foreign Business Committee. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 5

Who counts as a foreigner under the Act?

Accepted Answer

Section 4 defines a foreigner as a natural person without Thai nationality, a juristic person registered abroad, or a juristic person registered in Thailand in which half or more of the capital shares are held by foreigners. The test looks at shareholding, not at the nationality of the directors. A company with forty-nine percent foreign shareholding is therefore not a foreigner — but if the Thai shares are held on a foreigner's behalf, section 36 applies and both the nominee and the foreigner face imprisonment of up to three years and a fine of 100,000 to 1,000,000 baht. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 6

Can Americans own 100 percent of a Thai company?

Accepted Answer

In most sectors yes, under the Treaty of Amity and Economic Relations between Thailand and the United States of 1966, certified by the Department of Business Development on the strength of a nationality certification from the US Embassy. The treaty still reserves communications, transport, fiduciary functions, banking involving depository functions, exploitation of land or other natural resources, and domestic trade in indigenous agricultural products. Amity status does not by itself grant a work permit or land ownership, and it lapses if the American shareholding falls below the required level. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 7

What does BOI promotion actually give you?

Accepted Answer

Under the Investment Promotion Act B.E. 2520 as amended by Act (No. 4) B.E. 2560, tax incentives include corporate income tax exemption under section 31 for up to eight years depending on the activity, plus machinery and raw-material duty relief under sections 28, 29 and 36. Non-tax rights include full foreign ownership of the promoted activity, the right to own land for the promoted business under section 27, and the right to bring in skilled personnel under sections 25 and 26. The exact ceiling and conditions come from the BOI announcement in force on the day the application is filed, so verify at boi.go.th. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 8

Does a BOI company still need a Foreign Business Certificate?

Accepted Answer

Yes. Promotion does not remove the Foreign Business Act; it changes the route. A promoted company applies to the Department of Business Development for a Foreign Business Certificate under section 12 of the Act, which is granted on the basis of the BOI approval and is materially faster than a full licence application. The certificate covers only the scope described in the promotion certificate — any List Three activity carried on outside that scope still needs its own approval. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 9

How does a BOI company hire foreign staff?

Accepted Answer

Sections 25 and 26 of the Investment Promotion Act allow a promoted company to bring in skilled foreign personnel and experts, together with their spouses and dependants, in the numbers and for the periods the Board approves. Positions are applied for through the BOI e-Expert system and the visa and work permit are then issued at the One Start One Stop Investment Center. Because the entitlement flows from the promotion, the ordinary rules — two million baht of capital per work permit and four Thai employees per foreigner — do not apply in the same way. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 10

What are the work permit conditions for a normal company?

Accepted Answer

For a non-promoted company the Department of Employment and the Immigration Bureau apply two working criteria: two million baht of paid-up registered capital for each foreign employee's work permit, and four Thai employees registered with the Social Security Office for each foreigner. These are extension-of-stay and permit criteria rather than express text in the Emergency Decree on Managing the Work of Aliens B.E. 2560. Different criteria apply to BOI companies, representative offices, teachers and foreigners married to Thai nationals, so confirm which set governs your case before setting the capital. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 11

What is the penalty for working without a work permit?

Accepted Answer

Under the Emergency Decree on Managing the Work of Aliens B.E. 2560 as amended by Decree (No. 2) B.E. 2561, a foreigner working without a permit faces a fine of 5,000 to 50,000 baht, deportation, and a two-year bar on applying for a new work permit. An employer who takes on a foreigner without a permit faces a fine of 10,000 to 100,000 baht per worker, rising on a repeat offence to imprisonment, a higher fine and a three-year ban on employing foreigners. Working outside the position or employer stated on the permit is treated as unpermitted work. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 12

How long does trademark protection last in Thailand?

Accepted Answer

A registered trademark is protected for ten years from the filing date and is renewable for further ten-year periods under sections 53 and 54 of the Trademark Act B.E. 2534. The application is examined for distinctiveness and conflict, then published, and third parties may oppose within sixty days of publication under section 35. Thailand has been a party to the Madrid Protocol since 7 November 2017, so an international registration can designate Thailand — but Thai examiners still apply Thai law, and refusal or opposition remains possible at the national stage. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 13

Does copyright need to be registered in Thailand?

Accepted Answer

No. Under the Copyright Act B.E. 2537 protection arises automatically on creation. The Department of Intellectual Property operates a copyright notification service, which records the claim as evidence but does not create the right. The general term is the life of the author plus fifty years under section 19; for works owned by a juristic person, and for photographic, audiovisual, cinematographic and broadcast works, the term is fifty years from creation or first publication under sections 21 and 22. Assignments of copyright must be in writing to be effective. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 14

When did the PDPA take full effect?

Accepted Answer

The Personal Data Protection Act B.E. 2562 was published on 27 May 2019, but its core chapters were postponed by royal decree several times and took full effect on 1 June 2022. The Personal Data Protection Committee continues to issue subordinate notifications on security measures, breach notification and records of processing activities, so a compliance programme built in 2022 needs periodic review against the current notifications at pdpc.or.th. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 15

Is consent always required under the PDPA?

Accepted Answer

No. Section 24 provides lawful bases other than consent: research or archiving, vital interests, contract, public task, legitimate interest and legal obligation. Contract and legal obligation usually fit customer and employee data better than consent, because consent can be withdrawn at any time under section 19. Sensitive data listed in section 26 — including race, religion, criminal records, health and biometric data — needs explicit consent unless a statutory exemption applies. Exposure runs to an administrative fine of up to five million baht, criminal liability under section 79, and punitive damages of up to twice the actual damage under section 78. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Question 16

What does it take to close a Thai company properly?

Accepted Answer

A special resolution of the shareholders is required under section 1236(4) of the Civil and Commercial Code, followed by registration of the dissolution and appointment of a liquidator within fourteen days. The liquidator must advertise in a local newspaper and notify creditors under section 1253, prepare audited accounts as at the dissolution date for shareholder approval, settle debts, obtain tax clearance from the Revenue Department, and only then register completion of the liquidation. The company retains legal personality for liquidation purposes under section 1249, so VAT, withholding tax and the final PND.50 must all still be filed. Ask our Thai corporate team to review your structure by phone, LINE or email before you file.

Licensed Notary Public Attorneys 6 registered

Mr. Jiraphan

Mr. Jirasak

Mr. Patipan

Mr. Warawut

Mr. Wiwat

Miss Anutree

Thai Company Formation, Foreign Business Licensing, BOI Promotion, Permits, IP, PDPA and Dissolution

Quick answer

Topic clusters

Frequently asked questions — 16

Official sources

Related services

Not sure which service you need? Read the guides