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A complete guide for British and European entrepreneurs, investors and remote business owners considering establishing a company in Thailand. What you can own, how to register, and what to avoid.
49%
Max Foreign Ownership
Standard Route
100%
BOI Route
Qualifying Industries
20%
Corporate Tax
Standard Rate
Before You Begin
This guide is written for British and European nationals who want to establish a legal business presence in Thailand — whether as a working director, an investor holding property through a company, a remote worker formalising their status, or an entrepreneur building a Thailand-based operation.
Starting a product or service business operating in Thailand.
Formalising a Thailand presence for visa and work permit eligibility.
Holding Thai property through a company structure.
Business Structures
The structure you choose determines how much of the business you can own, what activities you can conduct, your tax obligations, and your work permit eligibility. Most British and European entrepreneurs operate through a Thai limited company or a BOI-promoted entity.
บริษัท จำกัด
Foreign Ownership
Up to 49%
Min. Capital
2,000,000 THB (with foreign shareholder)
Most common structure for expats. Requires Thai majority shareholders.
Advantages
Limitations
บีโอไอ
Foreign Ownership
Up to 100%
Min. Capital
Varies by activity
Technology, manufacturing, services and targeted industries. Full foreign ownership permitted.
Advantages
Limitations
สำนักงานตัวแทน
Foreign Ownership
100% (parent company)
Min. Capital
3,000,000 THB over 3 years
Market research, procurement and liaison for a foreign parent company. Cannot generate revenue in Thailand.
Advantages
Limitations
สาขา
Foreign Ownership
100% (parent company)
Min. Capital
3,000,000 THB
Foreign companies wanting to operate in Thailand under the parent company's name.
Advantages
Limitations
Foreign Business Act
The Foreign Business Act B.E. 2542 (1999) governs what business activities foreigners may conduct in Thailand and under what conditions. Understanding it before committing to a structure is not optional — it is foundational.
List 1
Foreigners may not engage in these activities under any circumstances. Includes: farming, livestock, forestry, fishing, Thai traditional medicine, accounting, legal services, trading antiques.
List 2
Activities with national safety or cultural significance. Includes media, land trading, Thai goods trading. Foreign participation possible with Cabinet approval and minimum 40% Thai ownership.
List 3
Most service businesses, construction, retail and distribution. A Foreign Business Licence from the DBD is required. BOI promotion can exempt qualifying companies from this requirement.
Nominee shareholders are illegal
The practice of using Thai nationals as nominee shareholders — where they hold shares purely to satisfy the 49% Thai ownership rule with no genuine investment — is explicitly illegal under the Foreign Business Act. Penalties include forced dissolution of the company, fines and criminal liability for directors. Genuine Thai business partners with real commercial involvement are required. If a lawyer or agent suggests nominees, disengage immediately.
BOI Promotion
The Thailand Board of Investment (BOI) promotes foreign investment in targeted industries by offering significant incentives including full foreign ownership, corporate tax exemptions and streamlined work permits. For qualifying businesses, BOI promotion fundamentally changes what is possible in Thailand.
Timeline
BOI applications are submitted online through the BOI's Single Window service. Standard processing takes 60–90 days. Once promoted, the company must register within 6 months and begin operations within 3 years. Applications require a business plan, investment projections, and evidence of the applicant's background and financial capacity.
Registration Process
A standard Thai limited company can be registered in 2–4 weeks once shareholder arrangements and documentation are in order. The following steps apply to a standard Thai limited company. BOI applications follow a different process.
File a name reservation with the Department of Business Development (DBD). Name must be unique and not conflict with existing registrations.
Prepare the MOA outlining company objectives, registered capital, and shareholder structure. Requires a minimum of three promoters.
Shareholders convene to adopt the MOA, approve articles of association, and appoint directors and auditor.
File registration documents with the Department of Business Development. Company receives its company certificate and tax ID.
Open a Thai corporate bank account. Required documents include company registration certificate, articles of association, and director identification.
If annual revenue exceeds 1.8 million THB, VAT registration is mandatory. Below this threshold, registration is optional but often beneficial.
Foreign directors and employees require work permits. Company must meet capital and Thai employee ratio requirements.
Costs
The following are realistic estimates for a straightforward Thai limited company registration handled by a professional law or accounting firm. Costs vary based on registered capital, complexity and the firm engaged.
| Item | Estimated Cost (THB) |
|---|---|
| Government registration fees | 5,000 – 15,000 |
| Legal and formation fees | 25,000 – 60,000 |
| Company seal and documents | 2,000 – 5,000 |
| Accounting setup and first year | 15,000 – 40,000 |
| Corporate bank account opening | 0 (but may require initial deposit) |
| Work permit application (per person) | 3,000 – 5,000 |
| Annual audit (required) | 15,000 – 35,000 |
| Realistic total (setup year) | 80,000 – 160,000 THB |
Ongoing compliance costs (annual audit, VAT filings, social security, work permit renewals) typically add 40,000–80,000 THB per year.
Tax & Accounting
Thai corporate tax is straightforward for most businesses. The standard rate is competitive by regional standards, and SME rates offer meaningful advantages for smaller operations.
What Goes Wrong
The most significant and most common error. Nominee shareholders are illegal. The practice is periodically cracked down on, and companies can be forcibly dissolved. If you are advised to use nominees, find a different lawyer.
A work permit requires the company to meet capital and Thai employee ratios. A company with insufficient registered capital or too few Thai employees cannot legally support a foreign work permit. Plan these requirements before registration, not after.
A business visa (Non-B) allows you to stay in Thailand. A work permit allows you to work. Both are required. Many people assume the visa alone is sufficient and work without a permit — this is a criminal offence in Thailand.
Thai companies must file annual accounts, hold annual general meetings, and maintain proper accounting records. Failing to do so results in fines and can affect work permit renewals. Many expats set up a company and then neglect compliance, creating serious problems later.
Not all Thai accounting firms have experience with foreign-owned businesses. Choose a firm experienced with expat clients that can provide English-language reporting and understands the work permit implications of accounting decisions.
Questions
Under standard rules, no. The Foreign Business Act limits foreign ownership to 49% in most sectors. Exceptions exist through BOI promotion, Treaty of Amity (US citizens only), and specific licence categories. Representative Offices and Branch Offices are 100% foreign-owned but have restricted activities.
A nominee shareholder is a Thai national who holds shares on behalf of a foreigner purely to satisfy the 49% Thai ownership requirement, with no real investment or involvement. This practice is illegal under the Foreign Business Act. Penalties include fines, forced dissolution, and criminal liability for directors. Genuine Thai shareholders are required.
Government registration fees are modest — approximately 5,000–15,000 THB depending on registered capital. Professional legal and accounting fees for a straightforward registration typically range from 25,000–60,000 THB. BOI applications add cost and complexity. Total budget of 80,000–150,000 THB is realistic for a professionally handled registration.
A standard Thai limited company can be registered in 2–4 weeks once all documents are prepared and shareholders are identified. BOI promotion applications take 60–90 days. Opening a corporate bank account and obtaining work permits adds further time.
It is possible but not advisable to self-register. Thai company law is complex, shareholder agreements matter significantly, and errors in registration are difficult and costly to correct. Engaging a reputable Thai law firm with experience in foreign business registration is strongly recommended.
Standard corporate income tax is 20% on net profit. SMEs with paid-up capital not exceeding 5 million THB and annual revenue under 30 million THB qualify for reduced rates: 0% on the first 300,000 THB profit, 15% on 300,001–3,000,000 THB, and 20% above that. BOI-promoted companies receive full tax exemptions for 3–8 years depending on category.
List 1 industries are absolutely prohibited to foreigners: rice farming, livestock farming, forestry, fishing, accounting, legal services, Thai traditional medicine, and others. List 2 industries require Cabinet approval. List 3 industries (including most retail, service and manufacturing) require a Foreign Business Licence from the DBD. BOI promotion can bypass many of these restrictions.
Related Resources
Legal authorisation to work in Thailand
Non-Immigrant B visa requirements
Personal and corporate tax in Thailand
Corporate accounts and business banking
Vetted Thai law firms for business
One-to-one guidance from Keith
THAIBK Business Advisory
Company formation in Thailand is straightforward when you understand the rules. It is expensive and difficult when you don't. A one-hour consultation can clarify the right structure for your situation before you commit.