Startup Fundraising Compliance (SEC, BOT, FBA)
Startup Fundraising Compliance (SEC, BOT, FBA) · § Advisory
What to know before you act
Taking investment properly involves more than signing. The company must pass a shareholder resolution, register the capital increase with the DBD and update the share register; foreign investors trigger foreign business checks, and inbound funds need the right bank documentation. Soliciting the public may count as a public securities offering needing approval. We run the full checklist end to end.
Timing and external dependencies: Depends on meeting notice periods and registration; plan several weeks ahead.
Official fee: DBD capital increase and articles fees — confirm with the DBD.
Timing is not a promise of an outcome or hearing date. Check the notice, limitation period and current authority rules for your matter.
What to send for the first review
Send every relevant page, a dated sequence of events, any hearing or filing deadline, and the outcome you need. This lets counsel identify urgent steps, missing evidence and a precise scope of work.
- Cap table + investor nationality breakdown
- Share subscription agreement
- Money remittance evidence (SWIFT, credit advice)
Legal Basis
Securities Act §33, §63 · SEC Notification TorJor. 8/2558 (private placement exemption) · Exchange Control Act 2485 · Foreign Business Act 2542.
📚 Official sources — check the current law and procedure before acting
- กรมพัฒนาธุรกิจการค้า — จดทะเบียนนิติบุคคล / ธุรกิจคนต่างด้าว— Department of Business Development
- สำนักงาน ก.ล.ต.— Securities and Exchange Commission, Thailand
- สำนักงานคณะกรรมการกฤษฎีกา — ตัวบทกฎหมายฉบับทางการ— Office of the Council of State
Who Needs This
Startups raising from foreign VCs · Fintech/crypto/lending needing licences · Founders preparing for IPO-readiness.
Required Documents
- Cap table + investor nationality breakdown
- Share subscription agreement
- Money remittance evidence (SWIFT, credit advice)
- Business plan (for BOI)
- Corporate structure chart
Common Pitfalls
- Receiving funds before the capital increase and booking them wrongly
- Promoting the round on social media without checking SEC rules
- Missing statutory meeting notice periods, putting the resolution at risk
Typical Use-cases
- Fintech raising a round from Singapore/US VCs with BOT + FBA check
- Deep-tech filing BOI §8 for 100% foreign ownership + tax holiday
- SaaS crossing 50 investors — restructuring to a Cayman SPV
FAQ
- Do friends-and-family rounds need approval?
- Limited private offers may be exempt, but confirm SEC conditions.
- What about funds from abroad?
- Declare the purpose to the receiving bank and keep the inbound remittance documents.
- What must be filed afterwards?
- An updated shareholder list (BOJ.5) and related tax filings.
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Official sources — legal services
The information on this page follows the official sources below. Always check the latest version before you file.
- Office of the Judiciary— Office of the Judiciary
- Ministry of Justice— Ministry of Justice
- Lawyers Council of Thailand — Notarial Services Attorneys— Lawyers Council of Thailand
- Office of the Council of State — Thai law database— Office of the Council of State
- Royal Thai Government Gazette— Royal Thai Government Gazette
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Frequently asked questions
- Can a foreigner own 100% of a Thai company?
- Full foreign ownership is possible for some activities, but there is no blanket permission. Check the Foreign Business Act definition, actual activities, sector-specific restrictions and any required licence or certificate. BOI promotion and treaty rights apply only within their approved scope; they do not automatically confer land rights, visas or work permits. Do not use nominee shareholders. Verify the proposed structure with DBD.
- What is the minimum registered capital for a Thai company?
- Do not apply one capital figure to every incorporation, foreign-business licence, visa or work-permit application. Registered capital and paid-up capital are different, and the applicable requirements depend on actual activities, ownership, permit category and any BOI or treaty conditions. Capital is a company funding requirement, not our service fee. Confirm the relevant criteria with DBD, the Department of Employment and Immigration before choosing the structure. Ask our team for a quotation for the agreed work.
- How long does company registration take?
- Separate document preparation, name reservation, signatures and DBD review from VAT registration, Social Security and bank onboarding. Timing depends on the filing channel, complete documents and any requests for corrections or additional evidence; no completion date is guaranteed. Ask our team for a quotation and a planning estimate after the proposed structure and documents have been reviewed.
- What ongoing accounting obligations does a Thai company have?
- A Thai limited company keeps statutory books and prepares audited annual statements even without trading. Tax returns depend on its payments, VAT status, accounting period and taxpayer category: PND1, PND3 and PND53 are not universal monthly returns for every company, and PP30 applies to VAT-registered businesses, including nil-return months while registration remains active. Check PND50, PND51 and each filing deadline with RD; check annual statements and shareholder filings separately with DBD.