Starting a business in Thailand can be a rewarding venture, but navigating the legal landscape is critical to ensuring a smooth setup. For both Thai nationals and foreign investors, registering a Thai limited company is the most common and efficient structure for conducting business in the Kingdom. A limited company offers flexibility, a clear legal framework, and liability protection, making it a preferred choice for entrepreneurs.
This guide outlines the first steps involved in registering a Thai limited company, including legal requirements, documentation, and the overall process.
What Is a Thai Limited Company?
A Thai limited company (also known as a private limited company) is similar to a limited liability company (LLC) in Western legal systems. It consists of shareholders whose liability is limited to their shares and requires at least three promoters (founders) to form the company.
The company must be registered with the Department of Business Development (DBD) under the Ministry of Commerce and is governed by the Civil and Commercial Code.
Step 1: Company Name Reservation
The first formal step in company registration is reserving the company name.
Process:
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Submit a name reservation application to the Department of Business Development (DBD) online or at the local DBD office.
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You must provide three preferred names, ranked by preference.
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The DBD checks the names for duplication, appropriateness, and compliance with Thai naming guidelines.
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Approval is typically granted within 1–3 business days.
Tips:
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The name must not be identical or too similar to existing companies.
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Certain words like “Royal”, “Government”, or “Bank” are restricted.
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The approved name is valid for 30 days and must be used within that time frame.
Step 2: File the Memorandum of Association (MOA)
Once the name is approved, you must prepare and file the Memorandum of Association (MOA) with the DBD.
The MOA includes:
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The approved company name
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Registered office address
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Company objectives
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Registered capital (minimum capital varies depending on the type of business and whether a foreigner is involved)
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Names, addresses, and identification details of the promoters (minimum three)
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Share distribution details
Capital Requirements:
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There is no minimum capital required by Thai law, but certain businesses (especially those involving foreigners) may need at least 2 million THB to meet visa and work permit requirements.
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For businesses not restricted under the Foreign Business Act (FBA), a lower capital amount may be sufficient.
Step 3: Hold the Statutory Meeting
Once the MOA is filed, the company must hold a statutory meeting. This meeting formalizes the internal structure of the company.
During this meeting:
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Company bylaws and articles of incorporation are adopted.
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Directors are appointed.
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An auditor is selected.
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The company approves the amount paid for shares.
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Shares are allocated and paid for by the shareholders.
The minutes of this meeting must be recorded and maintained as part of the company’s official records.
Step 4: Register the Company with the DBD
After the statutory meeting, the company must be formally registered as a legal entity.
Key Requirements:
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Application must be submitted within 3 months of the statutory meeting.
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All promoters must have fully paid for their shares.
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Registration is done at the DBD office or online (in some cases).
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The application includes:
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Company registration form
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Minutes of the statutory meeting
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Company bylaws
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List of shareholders
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Details of directors and their authority
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Office address and company objectives
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Government filing fee (based on registered capital)
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Fees:
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The government fee for registration is approximately 5,000–25,000 THB, depending on the registered capital.
Once approved, the company receives a Certificate of Incorporation and is now a legal entity in Thailand.
Step 5: Register for Tax ID and VAT (if applicable)
After incorporation, the company must obtain a Tax Identification Number (TIN) from the Revenue Department within 60 days of registration.
VAT Registration:
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Required if annual revenue exceeds 1.8 million THB or the business falls under specific industries (such as consulting, trading, or importing/exporting).
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VAT registration must be completed within 30 days of reaching the threshold or starting business operations.
Step 6: Open a Corporate Bank Account
Once the company is legally registered, it can open a corporate bank account. Banks will require:
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Certificate of Incorporation
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Company affidavit
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Tax ID
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Company seal
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Directors’ identification
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Board resolution approving the bank account opening
Some banks have stricter requirements for foreign shareholders or directors, so it is advisable to check in advance.
Optional: Apply for Foreign Business License (if applicable)
Foreigners may own up to 49% of a Thai limited company by default. To own more than 49%, the business must not be restricted under the Foreign Business Act or must apply for a Foreign Business License (FBL). Certain sectors, such as retail, agriculture, and services, are restricted without special permission.
If full foreign ownership is required, other business structures like BOI-promoted companies or US Treaty of Amity companies may be more suitable.
Summary Checklist of First Steps:
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Reserve company name with the DBD
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File Memorandum of Association
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Hold statutory meeting
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Register the company as a legal entity
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Obtain Tax ID and register for VAT if needed
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Open a corporate bank account
Conclusion
Registering a Thai limited company involves a clear but structured process that begins with name reservation and ends with legal incorporation and tax registration. The first steps lay the foundation for a compliant and successful business. Whether you are a local entrepreneur or a foreign investor, understanding these steps helps you avoid delays, legal issues, and compliance risks.
Working with a local lawyer or business consultant is often advisable—especially for foreign investors—to ensure that all documentation is correct and the business structure meets both legal and operational goals. With proper planning and support, launching a company in Thailand can be a smooth and rewarding process.