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Company Registration, Accounting & BOI

Thai company incorporation, Foreign Business Licence, BOI promotion, bookkeeping, VAT and social security compliance for foreign-owned businesses.

Can a foreigner own 100% of a Thai company?

Generally no for activities listed in the Foreign Business Act, where majority foreign ownership requires a Foreign Business Licence, a BOI promotion, or treaty rights such as the US–Thailand Treaty of Amity. Manufacturing and certain export activities are largely open, and BOI-promoted activities can permit full foreign ownership together with land-holding and visa privileges, so the right structure depends on the specific activity.

What is the minimum registered capital for a Thai company?

There is no general statutory minimum for a Thai-majority company, but practical thresholds apply: THB 2 million of paid-up registered capital per foreign work permit, or THB 1 million if the foreigner is married to a Thai national, and THB 3 million per foreign shareholder for a Foreign Business Licence. Capital should therefore be planned around the visa and work-permit outcome you need, not the incorporation minimum.

How long does company registration take?

Registration at the Department of Business Development can be completed within one to three working days once the name reservation, shareholder documents and company objectives are ready, and the VAT registration and social security registration follow afterwards. The realistic end-to-end timeline including bank account opening is two to six weeks, with the bank account usually being the slowest step for foreign directors.

What ongoing accounting obligations does a Thai company have?

Every Thai company must keep statutory accounts, file monthly withholding tax (PND 1, 3, 53) and VAT (PP 30) returns by the middle of the following month, file the half-year corporate income tax return (PND 51) and the annual return (PND 50), and have its financial statements audited by a Thai CPA and filed with the DBD each year. Dormant companies are not exempt — nil returns and an audited statement are still required.

What are the main BOI benefits worth applying for?

BOI promotion can grant corporate income tax exemptions of three to thirteen years depending on activity, import-duty exemptions on machinery and raw materials, permission for majority or full foreign ownership, the right to own land for the promoted project, and streamlined visa and work-permit processing through the One Stop Service Center. Eligibility is activity-based, so the first step is matching your business to the BOI activity list.

Which corporate documents most often need legalization for use abroad?

The company affidavit and certificate of incorporation, the shareholder list (Bor Or Jor 5), the memorandum of association, board resolutions, powers of attorney and audited financial statements are the usual set. Foreign banks and tender authorities normally want them issued within the last one to six months, translated, legalized by the MFA and certified by the destination embassy.

How long does it take to register a Thai limited company?

With complete documents and available shareholders, name reservation, memorandum filing and registration at the Department of Business Development can complete within a few working days, and often the same day for a straightforward Thai-majority company. Foreign-shareholder structures take longer because of source-of-funds evidence and, where relevant, licensing analysis.

Can a foreigner own 100% of a Thai company?

Only where the activity falls outside the restricted lists of the Foreign Business Act, or where the company holds a Foreign Business Licence, BOI promotion, a US Treaty of Amity certificate, or operates in a liberalised sector. Otherwise foreign shareholding is capped at 49% for restricted activities, and nominee arrangements to disguise foreign control are illegal and prosecuted.

What registered capital is needed to support a work permit?

The general rule is THB 2 million of registered capital per foreign work permit for a Thai company, doubled where the foreigner is married to a Thai national in certain configurations, together with four Thai employees per foreigner. BOI-promoted companies are assessed under BOI rules instead and are not bound by the standard ratio.

When must a company register for VAT?

Registration is mandatory once annual revenue exceeds THB 1.8 million, and voluntary registration is available earlier — which is often advisable when clients are VAT-registered businesses or when input VAT on setup costs is significant. Once registered, monthly PP30 filing is due by the 15th of the following month regardless of activity.

What ongoing compliance does a Thai company have?

Monthly withholding tax (PND1/3/53) and VAT filings, monthly social security contributions, half-year corporate tax (PND51), an annual audit by a licensed CPA, the annual general meeting, and annual filing of financial statements and shareholder list with the Department of Business Development. Missing the annual audit and DBD filing is the most common cause of penalties and of a company being flagged as inactive.

What does BOI promotion actually give a company?

Depending on the activity category it can include corporate income tax exemption for a set number of years, import duty exemptions, permission for 100% foreign ownership, land ownership rights, and streamlined visa and work permit processing through the One Stop Service Centre. The trade-off is a substantive application with investment, technology or employment commitments that are audited afterwards.

Is a Thai representative office or branch office a good alternative?

A representative office may only conduct non-revenue activities such as sourcing, quality control and reporting to the head office, while a branch office may trade but requires a Foreign Business Licence for restricted activities and brings the head office into Thai tax exposure. For most foreign investors a Thai limited company remains simpler and cheaper to operate.

How do I close a Thai company properly?

Dissolution requires shareholder resolutions, registration of dissolution with the DBD, a liquidator's process including newspaper notice and creditor notification, final audited accounts, tax clearance with the Revenue Department, and deregistration of VAT and social security. The tax clearance stage typically dominates the timeline, which commonly runs six to twelve months.

Which company documents do foreign banks and partners usually request?

The DBD company affidavit, memorandum and articles of association, shareholder list, board resolution authorising the transaction, certificate of incumbency and audited financial statements — each in certified English translation, legalized at the Department of Consular Affairs and, where required, certified at the destination embassy. Preparing them as one bundle keeps names and dates consistent and avoids repeat legalization fees.

Can a foreigner own 100 percent of a Thai company?

Generally no for activities listed under the Foreign Business Act, where foreign ownership above 49 percent requires a Foreign Business Licence or a promotion route such as BOI or the Treaty of Amity for United States nationals. Manufacturing and many BOI-promoted activities can be wholly foreign owned, whereas most service and trading activities cannot without one of those approvals, so the ownership question is answered by the activity, not by the incorporation form.

What is BOI promotion and what does it actually give you?

Board of Investment promotion is an incentive package for targeted activities that can include corporate income tax holidays, import duty exemptions, permission for majority or full foreign ownership in otherwise restricted activities, land ownership rights for the promoted project, and streamlined visa and work permit quotas through the One Stop Service Centre. Eligibility, minimum investment and conditions vary by activity category, and promotion is granted per project rather than per company.

How many Thai employees must a company have per work permit?

The general rule outside BOI is four Thai employees per foreign work permit, with registered capital of two million baht per foreign worker, doubled to four million where the foreigner is married to a Thai national in some cases and reduced by regulation in others. BOI-promoted companies are exempt from the ratio and receive positions according to the approved project, which is one of the main practical reasons companies seek promotion.

How long does Thai company registration take?

A private limited company can be registered with the Department of Business Development in a few working days once the name reservation, memorandum of association and shareholder documents are in order, but the practical timeline to being operational is three to six weeks because tax registration, VAT registration where applicable, social security registration and bank account opening follow. Foreign shareholders add time for document legalization from abroad.

What is a Foreign Business Licence and when is it needed?

It is a permission granted by the Ministry of Commerce allowing a majority foreign-owned company to carry on an activity restricted under Lists 2 or 3 of the Foreign Business Act. It is needed when the business cannot be structured within the 49 percent limit and does not qualify for BOI promotion or a treaty route; approval is discretionary, takes several months, and rests on demonstrating benefit to Thailand such as technology transfer and Thai employment.

Can a foreign company open a branch or representative office instead?

Yes. A representative office may only conduct non-revenue activities such as sourcing, quality inspection and reporting to head office, while a branch office can carry on business but is subject to the Foreign Business Act and to minimum capital remittance requirements. Both are extensions of the foreign parent, which means the parent bears the liability, and both file annual returns in Thailand.

What tax filings does a Thai company have to make?

A Thai company files a half-year corporate income tax return (PND 51) and an annual return (PND 50), monthly withholding tax returns for payments it makes, monthly VAT returns where registered, monthly social security contributions for employees, and audited financial statements filed annually with the Department of Business Development. Missing the audited statement deadline attracts penalties on both the company and its directors, so the compliance calendar matters as much as the tax rates.

When must a company register for VAT?

Registration is mandatory once annual revenue from taxable supplies exceeds 1.8 million baht, and it may be done voluntarily below that level, which many exporters and B2B service companies choose in order to reclaim input VAT. Registration also becomes necessary in practice when a work permit is sought, because immigration and labour offices frequently ask to see VAT filings as evidence of genuine operations.

Which documents from a foreign parent company need legalization?

The parent's certificate of incorporation, its board resolution authorising the Thai investment, a power of attorney to the local representative, and often a shareholder register must be notarised in the home country and legalized — by apostille where the receiving practice allows, otherwise by the Thai embassy in that country — then translated into Thai for filing with the Department of Business Development. Building this pack early prevents the incorporation stalling while documents travel.

Can a Thai company sponsor a work permit before it has revenue?

Yes in principle, but labour offices assess whether the company is genuinely operating, looking at registered and paid-up capital, office premises with a lease and photographs, VAT and social security registration, and payroll for Thai staff. A newly incorporated company with no office and no Thai employees is very likely to have the work permit application refused even though the paperwork is formally complete.

What corporate documents do foreign parties usually ask a Thai company for?

A DBD company affidavit, the list of shareholders, the memorandum and articles, the certificate of registration, recent financial statements and a board resolution authorising the transaction. For cross-border use each is normally translated, and the affidavit and resolution are legalized, sometimes with prior notarisation of signatures.

How current must a company affidavit be?

Counterparties and foreign registries typically want an affidavit issued within the last one to three months, and banks are the strictest. Because the affidavit sits at the front of the chain, obtain it only once the rest of the bundle is nearly ready, otherwise it goes stale while the translation and legalization run.

Can a foreigner own a Thai company outright?

The Foreign Business Act restricts foreign majority ownership in many listed activities, with routes around it including a Foreign Business Licence, BOI promotion, a US–Thai Amity Treaty registration for qualifying US nationals, and structures in activities not on the restricted lists. Nominee arrangements to disguise foreign control are unlawful and expose the company and its directors.

What does BOI promotion change in practice?

BOI promotion can permit majority or full foreign ownership in promoted activities, ease work permit and visa quotas through the One Stop Service Centre, and provide tax and land-holding privileges depending on the category. It is activity-specific, so eligibility turns on what the company actually does rather than on its size.

How do work permits interact with company registration?

A work permit is granted against a specific employer and position, so the company must exist, be registered for tax and social security, and meet the capital and Thai-employee ratios that apply outside BOI promotion. Registering the company and applying for the permit as one sequenced project avoids the gap where a director is present but cannot lawfully work.

Are English-language corporate documents accepted by Thai authorities?

Thai registries operate in Thai and require Thai versions of filings, while contracts between parties may be in English. For registration, resolutions and constitutional documents, plan for a Thai text; for cross-border enforceability, a bilingual document with a governing-language clause avoids later disputes about which version prevails.

What is needed to open a corporate bank account?

The registration certificate, affidavit, shareholder list, articles, a board resolution naming signatories, director identification and often evidence of the business premises and activity. Banks apply their own compliance standards on top of the legal minimum, and foreign-controlled companies should expect additional questions about the source of funds and the business model.

How are trademarks handled for a Thai business?

Thai trademark protection is territorial and registered with the Department of Intellectual Property, with international extension available via the Madrid Protocol. A pre-filing search matters because Thai examination frequently cites earlier marks that a foreign owner never encountered at home, and refiling after refusal costs more than searching first.

What ongoing compliance does a Thai company carry?

Monthly withholding and VAT filings where registered, social security filings for employees, annual audited financial statements, an annual general meeting and the DBD annual submission, plus corporate income tax filings. Late filings attract penalties and, more practically, block the issue of the clean affidavit that banks and counterparties later request.

Do you support companies based outside Bangkok or with foreign head offices?

Yes. Filings are made centrally with the DBD and Revenue Department regardless of where the company operates, and our branch network covers Chiang Mai, Phuket, Pattaya and the Eastern Seaboard for on-site signing. For foreign parent companies, the incoming documents are legalized abroad and processed on the Thai side by us as a single chain.

What is the minimum structure for a Thai private limited company?

A private limited company requires at least two shareholders under the amended Civil and Commercial Code, at least one director, a registered office address in Thailand, and objectives registered with the Department of Business Development. Registered capital is set by the shareholders, but the figure matters downstream: work permit ratios and visa support are assessed against capital and Thai employment, not against the minimum needed to incorporate.

When does a foreign-owned company need a Foreign Business Licence?

When a business majority-owned by foreigners carries on an activity listed in the annexes to the Foreign Business Act without another exemption. Treaty routes, BOI promotion and certain licences displace the requirement. The analysis turns on the actual activity rather than the registered objectives, so a company should map its real revenue lines against the lists before registering.

What does BOI promotion actually give a company?

Depending on the activity, it can provide corporate income tax holidays, import duty exemptions, permission for majority or full foreign ownership in promoted activities, land ownership rights for the promoted project, and streamlined visa and work permit processing through the one-stop service centre. Eligibility is activity-specific, and the application is judged on the project's substance — investment, technology and employment — rather than on the company's form.

When must a Thai company register for VAT?

Registration is mandatory once annual turnover passes the statutory threshold, and voluntary registration is available below it. Once registered, the company files monthly VAT returns whether or not there was turnover in the month, and late filings attract surcharge and penalty. Companies expecting to reclaim input VAT on set-up costs often register voluntarily from the outset.

What are the recurring compliance obligations for a Thai company?

Monthly withholding tax and VAT filings, monthly social security contributions for registered employees, a half-year corporate income tax estimate, an annual audit by a licensed Thai auditor, an annual general meeting, and submission of audited financial statements to the Department of Business Development and the Revenue Department. Missing the audit or the AGM is what most often blocks a later licence or visa renewal.

How many Thai employees are needed to support a foreigner's work permit?

The general rule outside BOI and treaty routes is a ratio of Thai employees registered with social security to each foreign work permit, together with a registered capital threshold per foreigner. BOI-promoted companies are assessed under their own criteria instead. Because the ratio is tested against actual social security registrations, employees on payroll but not registered do not count.

Can a foreigner be the sole director of a Thai company?

Yes; there is no nationality requirement for directors. Practical friction appears elsewhere: banks apply their own rules on account opening and signatory arrangements, and a director who works in Thailand needs a work permit regardless of shareholding. Directorship itself is not a work authorisation.

What is a nominee shareholding and why is it a serious risk?

It is an arrangement where Thai shareholders hold shares on behalf of a foreigner to present a Thai-majority company that is in substance foreign-controlled. It is unlawful under the Foreign Business Act, exposes all participants to penalties, and can render the underlying holding unenforceable. Lawful alternatives — treaty rights, BOI promotion, a Foreign Business Licence, or preference share structures that are genuine — should be assessed before incorporation.

How long does company registration take?

Registration itself can complete within days once the name reservation, objectives, shareholder details and registered address are settled. What extends the timeline is the surrounding work: bank account opening, VAT registration, social security registration, and any licence the activity requires. A realistic plan to operating capability is several weeks rather than several days.

Which documents from a foreign parent company are needed to register a Thai subsidiary?

Certificate of incorporation, memorandum and articles, a register of directors, a board resolution authorising the investment and appointing the signatory, and passport copies of the signatories — each certified in the country of origin, legalised or apostilled there, endorsed by the Thai embassy where required, and translated into Thai. Preparing this set abroad is usually the longest item on the incorporation timeline.

What are the real constraints on foreign ownership of a Thai company?

The Foreign Business Act restricts foreigners from a long list of activities unless they hold a Foreign Business Licence, a BOI promotion, or the benefit of a treaty such as the US–Thai Treaty of Amity. Ownership above 49% in a restricted activity therefore needs one of those instruments, not merely a shareholder agreement. Nominee arrangements used to disguise foreign control are unlawful and expose both the foreign investor and the Thai shareholders to serious liability.

How do registered capital and Thai staff requirements interact with work permits?

They are the practical gate on employing foreigners. A Thai limited company must generally show registered capital per foreign employee and maintain a ratio of Thai employees to each foreign work-permit holder, with the ratio applied per permit rather than per company. BOI-promoted companies work under a different regime. Planning the capital figure at incorporation is far cheaper than increasing it later to rescue a rejected work permit.

When must a Thai company register for VAT, and what follows from registration?

Registration is mandatory once annual turnover exceeds the statutory threshold, and voluntary registration is available below it — often desirable where customers are VAT-registered businesses. Registration brings monthly filing obligations that continue even in months with no turnover, tax-invoice formalities that must be met exactly, and input-tax records that the Revenue Department will examine. Late or nil-omitted filings attract penalties out of proportion to the amounts involved.

What are the recurring compliance obligations after incorporation?

Monthly withholding tax and, where registered, VAT returns; monthly social security contributions for employees; a half-year corporate income tax filing; audited annual financial statements signed by a licensed Thai auditor; the annual general meeting of shareholders; and submission of the audited accounts and shareholder list to the Department of Business Development. Missing the audit or the annual filing is what most often turns a dormant company into an expensive problem.

Is BOI promotion worth pursuing for a small foreign-owned business?

It depends entirely on whether your activity appears on the promoted list and whether you can meet the investment and capability conditions attached to it. Where it fits, the benefits are substantial — majority foreign ownership without a Foreign Business Licence, streamlined work permits and visas through the One Stop Service Centre, and tax incentives on qualifying activities. Where the activity does not fit, the application effort is better spent on a properly structured non-promoted company.

Can a foreigner own 100% of a Thai company?

Not by default — the Foreign Business Act restricts majority foreign ownership in many service activities, and the standard route is a Thai-majority company or a foreign-majority company holding a Foreign Business Licence or a BOI promotion. Some activities are unrestricted, and treaty arrangements such as the US Treaty of Amity change the analysis for eligible nationals. The determining factor is the specific activity code, so map the business plan onto the Act's lists before choosing a structure.

What is the practical difference between a BOI company and an ordinary Thai company?

A BOI-promoted company can obtain foreign-ownership permission, land-holding rights and streamlined visa and work-permit quotas for promoted activities, alongside tax privileges that depend on the activity category. Ordinary companies face the Foreign Business Act restrictions and the standard capital-to-work-permit ratios. BOI comes with reporting duties and activity-specific conditions, so it suits businesses whose plan genuinely fits a promoted category.

What ongoing compliance does a Thai company have after registration?

Monthly withholding tax and VAT filings where registered, monthly social security for employees, annual audited financial statements, and the annual general meeting and filings with the Department of Business Development. Dormant companies still file, and penalties accrue on missed deadlines even with no revenue. Budget for accounting from month one rather than treating registration as the end of the process.

How is registered capital connected to hiring foreign staff?

Work-permit approval for foreign employees is assessed against registered capital and Thai-employee ratios set by the labour authorities, which is why capital chosen purely for registration convenience often blocks hiring later. BOI-promoted companies are assessed under their own quota rules instead. Decide the hiring plan before fixing capital, because increasing capital afterwards means an amendment filing and additional paid-in evidence.

Can a foreign company operate in Thailand without incorporating?

Only in limited forms — a representative office, a branch, or a regional office, each with its own permitted scope and licensing requirements, and none of them free to generate ordinary trading income the way a limited company can. A representative office is confined to non-revenue activities such as sourcing and quality control. Choosing a non-trading vehicle for a trading business is a compliance problem that surfaces at the first tax audit.

Which company documents do foreign partners most often ask to be certified?

The affidavit of company registration, the list of shareholders, the memorandum of association, financial statements, and board resolutions authorising the transaction. Banks and tender authorities usually want them dated within three to six months. Order the certified Thai copies and translation in one batch so all documents carry the same issue period.

How current does a company affidavit have to be?

Most counterparties accept an affidavit issued within the last three to six months, and tenders often specify one month. Because the affidavit sits at the head of the certification chain, an aged affidavit invalidates the translation and attestation built on it. Re-order the affidavit before starting the chain rather than after a rejection.

Can a board resolution signed abroad be used in Thailand?

Yes, when it is notarised in the country of signing and legalized for use in Thailand, and translated into Thai for the Thai registry or bank. The exact chain depends on whether the signing country is an Apostille member. Confirm the receiving Thai office's format expectation before signing, since re-signing overseas directors is slow.

What is usually required for a foreign company to open a Thai bank account?

Certified corporate documents, translations into Thai, proof of the authorised signatory's identity, and evidence of the business relationship or Thai registration. Individual banks add their own compliance requirements, which differ noticeably between branches. Ask the specific branch for its checklist in writing before preparing certified sets.

Do contracts have to be in Thai to be enforceable?

A contract in English can be valid between the parties, but Thai courts and government registries work in Thai, so a Thai version is needed for filing or litigation. Bilingual contracts commonly state which language prevails in a conflict. Having the Thai version prepared at signing avoids a rushed translation during a dispute.

How recent must a company affidavit be for overseas use?

Most foreign registries, banks and counterparties accept an affidavit issued within the last three months, and six months is the outer limit anywhere. Because the document has to pass translation, notarisation and legalisation before it is used, request a fresh copy at the start of the chain rather than reusing one from an earlier transaction. A stale affidavit invalidates every downstream stamp built on it.

Which corporate documents are usually required to open a subsidiary abroad?

Typically the company affidavit, the memorandum of association, the shareholder list, the board resolution authorising the subsidiary, and the passport of each authorised signatory. All Thai-language items need certified translation, then notarisation and consular legalisation before the foreign registry will accept them. Registries also frequently ask for the parent company's latest financial statement.

Can a board resolution be signed electronically for international filings?

It depends on the receiving registry — many still require a wet-ink signature that a notarial-services attorney witnesses, because the certification chain attests to a physical signing. Where an electronic signature is accepted, the attorney can certify the signatory's identity and authority instead. Ask the destination registry before scheduling, since a rejected electronic signature restarts the whole legalisation chain.

Does a contract need to be bilingual to be enforceable in Thailand?

No, but a Thai version is strongly advisable because Thai courts conduct proceedings in Thai and a foreign-language contract must be translated for filing anyway. Well-drafted bilingual contracts state which language prevails in the event of a discrepancy. Preparing that Thai text during negotiation is far cheaper than a rushed litigation translation later.

What documents does a foreign company need to bid on a Thai tender?

Usually a legalised company affidavit or certificate of incorporation from the home country, a power of attorney for the local representative, financial statements, and Thai translations of all of them. The home-country documents are certified locally, then by the Thai embassy there, and the translations are certified in Thailand. Tender deadlines are unforgiving, so this chain should start well before the announcement's closing date.

How long does Thai company registration take end to end?

Registration at the Department of Business Development can complete within a few working days once the name reservation, memorandum and shareholder documents are in order, with the practical bottleneck being document collection from foreign shareholders. Corporate shareholders abroad must supply notarised and legalised company records, which adds one to three weeks. Post-registration items — VAT, social security and bank account — extend the timeline further.

Can a foreigner own 100 percent of a Thai company?

Only in specific circumstances: activities outside the Foreign Business Act's restricted lists, a Foreign Business Licence, BOI promotion, or a treaty route such as the US Treaty of Amity. Otherwise Thai nationals must hold a majority of shares. Nominee shareholding to disguise foreign control is a criminal offence, so structure the ownership properly at the outset.

What ongoing filings does a Thai company have to make?

Monthly withholding-tax and VAT returns where applicable, monthly social security contributions for employees, half-year corporate income tax, and an audited annual financial statement filed with the Revenue Department and the Department of Business Development. Missing these attracts fines even for a dormant company. Bookkeeping should start with the first transaction, not at year end.

Does a company need registered capital before hiring a foreigner?

Yes — the general rule is THB 2 million of paid-up registered capital per work permit, alongside a ratio of four Thai employees per foreign employee, with relaxations for BOI-promoted companies and certain marriage-based cases. Plan capital and staffing before recruiting, because a work permit refused on ratio grounds cannot be fixed quickly. BOI promotion is often the practical route for technology firms.

Which documents from a foreign parent company need legalisation?

The certificate of incorporation, the shareholder or director resolution authorising the Thai investment, and the passport copy of the signing director are the usual set, each notarised in the home country and legalised for use in Thailand. Thai registrars check the chain closely and reject unsealed copies. Prepare these in parallel with the Thai-side name reservation to avoid a stalled filing.

What do you advise on beyond the mechanics of company registration?

We advise on the structure before it is filed: shareholding that is lawful rather than nominee-based, registered capital sized to the work permits you will need, objectives broad enough for your real activities, and whether a Foreign Business Licence or BOI promotion is the better path. Restructuring after registration is far more expensive than designing it correctly once.

Thai limited company, BOI promotion or a branch office — how do they compare?

A Thai limited company is fastest and cheapest to run but caps foreign shareholding for restricted activities; BOI promotion can allow full foreign ownership and eases work-permit ratios for qualifying industries but requires a project proposal and ongoing reporting; a branch office keeps the foreign parent liable and still needs a licence for restricted business. The right answer depends on your activity list and headcount plan.

What ongoing costs surprise new company owners in Thailand?

Monthly bookkeeping and withholding-tax filings, VAT returns once registered, social security contributions, the annual audit and general meeting, statutory registered-office costs, and work-permit renewals. Many founders budget only for incorporation. We provide a twelve-month running-cost projection so year one holds no surprises.

Which structures should be avoided outright?

Nominee Thai shareholders holding shares on a foreigner's behalf are prohibited under the Foreign Business Act and carry criminal penalties for everyone involved, including the nominees. Also avoid registered capital set below what your work-permit plan requires, and objectives copied from a template that do not cover your real revenue. We will decline to set up a structure we consider unlawful.

What do I need to register a Thai company?

Three reserved name options, the intended objectives, a registered address with the owner's consent letter and house registration, ID or passport copies for every promoter and director, the shareholding structure, and the signing authority you want on the affidavit. Foreign shareholding above the statutory threshold changes the licensing picture entirely, so tell us the intended ownership split first — it drives everything else.

What is the registration sequence and how long does each part take?

Name reservation, memorandum of association, the statutory meeting, registration filing at the Department of Business Development, then tax registration and VAT registration where turnover or work-permit plans require it, then bank account opening and social security registration once staff are hired. The registry steps are quick; the bank account and any foreign business licensing are the stages that genuinely set your start date.

What do first-time founders get wrong?

Objectives drafted too narrowly to cover what the business will actually do, a registered address the landlord will not document, nominee-style shareholding that creates legal exposure, and underestimating the monthly accounting and filing obligations that begin immediately after registration. We raise all four during structuring, because unwinding them later costs several times what getting them right at the start does.

Do you stay involved after the company exists?

That is where most of the value sits. Monthly bookkeeping, withholding tax and VAT filings, social security submissions, annual audit coordination and the general meeting timetable all run on fixed statutory dates. We keep that calendar for you and flag decisions ahead of time — a company that files late does not just pay fines, it complicates every later work permit and visa renewal.

Thai limited company, branch office or representative office — which structure?

A Thai limited company is the general-purpose vehicle and the only one of the three that can trade freely subject to the Foreign Business Act; a branch office extends a foreign parent and is taxed on Thai-sourced income; a representative office may only conduct non-revenue activities such as sourcing and quality control. Choosing a representative office to save on setup and then invoicing through it is a compliance problem, not a shortcut. Describe your revenue flow first — the structure follows from it, and we model the tax and reporting load for each option.

Is BOI promotion worth applying for?

It depends on your activity and time horizon. BOI promotion can bring tax privileges, easier foreign ownership and a streamlined work-permit and visa route through the One-Stop Service, but the application requires a substantiated business plan and the promoted activity must genuinely fit a BOI category. For a small service company with no qualifying activity, the preparation effort outweighs the benefit. We review your activity against the current BOI categories before recommending an application rather than after.

Does registering a company automatically allow a foreign director to work?

No. Company registration and the right to work are separate. A foreign national needs the correct visa category plus a work permit, and the work permit depends on the company's registered capital, its Thai-employee ratio and its filed accounts. Signing documents as a director without a work permit is exactly the scenario that draws penalties. Plan incorporation, capital level, visa and work permit as one sequence — we schedule them together so the company is ready at the moment the work-permit file is submitted.

What do I need before registering a Thai company?

Reserved company name, registered office address with the owner's consent, identification for every promoter and director, the declared objectives, the share structure showing who holds what, and identification for the authorised signatories. Foreign shareholding adds evidence requirements about the source of funds and, depending on the activity, a foreign business licence question. Getting the share structure right at registration is far cheaper than amending it later.

What order do the registration steps follow?

Reserve the name, prepare and sign the memorandum, hold the statutory meeting, register the company, then register for tax and, once the payroll threshold applies, for social security. Work permits and visas for foreign staff come after registration because they require the company's registration documents. Trying to run the immigration steps in parallel usually stalls at the point where a certified affidavit is required.

Which errors cause registration filings to be rejected?

A name too similar to an existing registration, objectives that do not cover the activity actually planned, an address without valid consent from the property owner, and inconsistent identification documents across the forms. The objectives error is the most damaging because it surfaces later when a licence or bank account is refused. We draft objectives around your real business plan rather than copying a generic set.