Setting Up a Company in Thailand: What Foreigners Need to Know

A Thai limited company is the standard structure for foreigners doing business in Thailand, but the rules around foreign ownership and capital are where most first-time founders get surprised. Here's the shape of it.

The 49% rule

The Foreign Business Act caps foreign ownership at 49% for most business activities, with the remaining 51% held by Thai nationals or entities. This isn't automatically avoidable by intent — it applies regardless of how the company is otherwise structured, unless you qualify for an exemption (the US-Thai Treaty of Amity, BOI promotion, or a Foreign Business License for a specific restricted activity). If a business plan assumes 100% foreign ownership, check which exemption it's actually relying on before assuming it's straightforward.

Registered capital — how much you actually need

There's no single minimum registered capital for a Thai company in general, but two thresholds drive most real decisions:

• Sponsoring a foreign work permit commonly requires around ฿2,000,000 in registered capital per foreign employee sponsored — this is the figure that determines whether a small company can actually employ its own foreign founder.
• Foreign-majority ownership of a non-restricted business commonly requires registered capital of at least ฿2,000,000.
• A Foreign Business License for a restricted-list activity commonly requires at least ฿3,000,000.

Our Registered Capital Calculator walks through which of these applies to a given plan.

DBD registration fees

The Department of Business Development charges flat fees for registering a new company — they don't scale with registered capital the way an older fee schedule once did. Registration costs a ฿5,000 company registration fee plus a ฿500 Memorandum of Association fee, on top of separate stamp duty. A company registering with ฿1,000,000 in capital pays the same government fee as one registering with ฿10,000,000. Our Company Registration Cost tool breaks down the total.

Splitting shares among shareholders

Once you know the total registered capital and the ownership split (commonly 51% Thai / 49% foreign for standard structures), the actual share count and per-shareholder investment amount is simple arithmetic — but it's easy to make an error working it out by hand across 3+ shareholders. The Shareholder Split Calculator does this and flags if the foreign shareholding crosses 49%.

Ongoing obligations

A registered company needs to file annual financial statements (audited, regardless of size), register for VAT if turnover exceeds the threshold, and handle payroll withholding and social security if it has employees — see our Corporate Tax Calculator and Payroll Calculator for the ongoing numbers, not just the one-time setup cost.

Assumptions & sources

Registered-capital thresholds and DBD fee schedules are commonly cited rules of thumb, not fixed law that never changes — government fee schedules and BOI promotion criteria are revised periodically. Confirm current figures with the Department of Business Development or a Thai corporate lawyer before registering, particularly if the business falls into a Foreign Business Act restricted category.