Thai Limited Company Registration

Registering a limited company in Thailand is one of the most preferred structures for both Thai nationals and foreign investors seeking an operational presence, market credibility, tax compliance, and long-term business growth. A private limited company (บริษัทจำกัด) offers a flexible corporate structure, limited shareholder liability, legal personhood, and the ability to conduct almost any lawful business activity under Thai jurisdiction.

Understanding a Thai Private Limited Company

A Thai Private Limited Company is a juristic business entity divided into equal company shares, where shareholder liability is limited to unpaid capital on their shares. It is similar in formation to limited companies across Asia and Commonwealth jurisdictions, but Thailand imposes unique statutory requirements on shareholder composition, foreign ownership thresholds, business objectives, capitalization, and licensing intersections.

The company gains legal person status upon approval by the government registrar, enabling it to:

• Sign contracts under corporate name

• Open corporate bank accounts

• Apply for business licenses, VAT, and employer registration

• Own business assets (land ownership restricted for foreigners through corporate caps)

• Hire employees and sponsor certain visa/work permit categories

The legal framework for registration is rooted mainly in the company formation sections of the official civil-commercial statute and applied procedurally by the national commerce regulator.

Competent Authority for Registration

Company registration is filed with:

• Department of Business Development under the Ministry of Commerce

• Digital filings can be initiated via the official government business registration software operated by Thailand’s commerce regulator

• Foreign investment licensing intersections may later require filings with agencies such as:

  • Ministry of Labor for employer registration,

  • Revenue Department for VAT and tax, and

  • Immigration Bureau Thailand for visa-linked company evidence

Minimum Requirements to Register

Thailand does not impose “authorized capital must be paid in full at registration,” but at least 25% of share value must be committed on paper at formation, paid at timelines determined by directors.

Foreign Ownership Rules

Thailand allows 100% foreign shareholding in many industries. However, businesses that fall under the foreign-restricted list require:

• 51% Thai ownership if operating under non-licensed foreign investor status

• Foreign licensing exemptions only apply through:

  • Foreign Business Act B.E. 2542, or

  • Board of Investment permission via the investment promotion agency

If not requiring a restricted industry license, a Thai limited company can be formed as:

• Majority Thai Owned (51% Thai + 49% Foreign) → best for sensitive or traditional sectors

• 100% Foreign Owned → possible if the business is not restricted or is licensed under foreign law exemptions or BOI promotion

Note: Thailand strictly prohibits illegal “nominee shareholders” used purely to bypass foreign ownership laws without beneficial control.

Step-by-Step Company Registration Process

1. Company Name Reservation

A name must first be reserved through the national business registration system. The name must not:

• Duplicate or closely resemble an existing business

• Violate public morals

• Imply government affiliation

• Mislead about business scope

• Use restricted wording without license proof

Once approved, name reservation is valid for 30 days.

2. Drafting the Memorandum (MOA – หนังสือบริคณห์สนธิ)

The MOA must include:

• Company name

• Registered office location

• Business objectives (must be clearly listed)

• Authorized capital and share breakdown

• Shareholder names, share allocation

• Signatures of promoters (shareholders at formation stage are promoters)

3. Statutory Company Meeting

At the meeting, promoters formally resolve:

• Adoption of Articles of Association

• Appointment of directors & signing authority conditions

• Appointment of auditor (mandatory, even for dormant companies)

• Share subscriptions

• Registered office confirmation

• Company operational powers

4. Company Registration Filing

Filed within 30 days from statutory meeting approval to the business registrar.

Forms submitted include:

• MOA

• List of shareholders

• Director list

• Office address proof

• Auditor appointment

• Capital structure

• Company regulations (Articles of Association)

• Signed corporate forms in Thai language format

Most filings are now processed digitally through the national commerce software, though final approvals remain under government registrar review.

Typical approval time: 3–7 business days, depending on queue and accuracy.

Role of the Company Auditor

Thai law requires every limited company to appoint a licensed auditor through Thailand’s corporate registrar. The auditor must:

• Be accredited under Thai accounting standards

• Not be a shareholder or director

• File annual financial statements on behalf of the company

Many foreign investors misunderstand this requirement—auditor appointment is compulsory even if the company has not started earning revenue.

Company Objectives: Why They Must Be Listed Carefully

Thai companies register business activities based on objective codes listed in the MOA. If an activity is not listed, the company:

• Cannot legally apply for related licenses

• May be barred from invoking the activity for contracts or work permit justification

• Must file objective amendment hearings later if expanding scope

Typical objective examples include:

• Retail and wholesale trade

• Consulting services

• Property rental business

• Marketing and media production

• Software services

• Import/export operations

• Hospitality and tourism (license intersection reviewed separately)

Multiple objectives are allowed, but fraudulent or illegal objectives are prohibited.

Registered Office Rules

Office evidence must be real, accessible, and verifiable. Acceptable address sources include:

• Commercial lease agreements

• Owned property under spouse, partner, or Thai shareholder

• Virtual office setups only if it provides physical document access and signage evidence

DO NOT confuse this with “mailbox only decor” addresses—Thailand does not accept companies without a physical anchoring address.

Capitalization Planning for Work Permits

Thai immigration and labor authorities commonly reference the rule:

This is not statutory corporate formation law, but administrative practice enforced by the labor and immigration regulator.

VAT and Employer Registration After Incorporation

After approval by business registrar, companies often proceed to:

• Tax registration → Corporate tax ID at Revenue Department

• VAT → Required if revenue exceeds THB 1.8M or voluntarily adopted

• Employer registration → Ministry of Labor Thailand via the labor information submission software

• Social Security registration → For employee welfare contributions

• Foreign director immigration evidence → Immigration Bureau Thailand filings for visas

Post-Registration Obligations

After company incorporation, ongoing responsibilities include:

Failure to file annual statements may lead to:

• Company “inactive/dissolved strike-off” status risk

• Director fines

• Banking and licensing disruption

Common Mistakes That Can Void or Delay Registration

❗ Using nominee shareholders illegally
❗ Listing incomplete business objectives
❗ Reserving a conflicting or misleading company name
❗ Submitting incomplete address proof
❗ Not appointing an auditor during registration
❗ Attempting 100% foreign ownership in restricted sectors without license exemption
❗ Filing outside the 30-day statutory meeting window

Common Misconceptions About Thai Limited Company Registration

Conclusion

Thai Limited Company Registration is a powerful legal foundation that grants juristic personhood, shareholder liability protection, director authority, audit compliance, tax identity, and licensing eligibility. Thailand permits both foreign and Thai participation, but insists on clear shareholder legitimacy, verifiable address evidence, auditor appointment, documentation compliance, and accurate objective declarations. The system ensures accountable corporate formation designed to support business credibility and child-centered enforcement symmetry for parental intersections when relevant.