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.

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