Opening a Company in Thailand: The Complete Expat Guide

Thailand restricts foreign ownership of most businesses under the Foreign Business Act (FBA) — foreigners cannot own more than 49% of a Thai limited company in most sectors without a Foreign Business Licence (FBL) or Board of Investment (BOI) promotion. The standard structure for expats is a Thai limited company (บริษัทจำกัด, borisat jamgad) with at least three shareholders, a minimum registered capital, and a board of directors. The most common approach: a 49/51 structure where the foreign owner holds 49% and trusted Thai nationals (often nominees) hold 51% — technically legal but legally risky as nominee shareholding in a company controlled by a foreigner violates the FBA in spirit. Legal alternatives: obtain BOI promotion (significant tax incentives, 100% foreign ownership allowed for approved activities — technology, manufacturing, services); register under the Treaty of Amity (US citizens only, allows majority ownership); or operate through a Thai spouse if the business is genuinely jointly managed. Minimum registered capital: ฿2 million for companies employing foreign staff (required for work permit applications, typically ฿2 million per work permit). Setting up costs: ฿15,000–50,000 for a Thai law firm, government registration fees of ฿5,000–10,000, and ongoing accounting requirements. A reputable Thai business lawyer is essential — do not attempt company registration without one. Annual requirements include filing audited accounts, holding annual shareholder meetings, and renewing business licenses.

BOI promotion is worth understanding as a genuine route rather than a theoretical option reserved for large multinationals. The Board of Investment maintains a list of promoted activities it actively wants to attract — software development, regional headquarters functions, advanced manufacturing, and various export-oriented services among them — and a foreign-owned business operating clearly within one of these categories can apply for promotion that grants full ownership alongside real tax holidays on corporate income. The application process demands a genuine business plan and realistic projections rather than a token filing, but for a business that clearly fits a promoted category, it removes the nominee-shareholder risk entirely rather than managing around it.

Setting realistic timeline expectations matters as much as getting the structure right. Company registration itself, once documents are prepared, typically moves relatively quickly through the Department of Business Development, but the surrounding steps — opening a corporate bank account, registering for VAT if turnover requires it, obtaining any activity-specific licences — each add their own separate queue and processing time. Building in a few months of runway before a business needs to be fully operational, rather than assuming registration alone unlocks everything at once, avoids the common frustration of a newly incorporated company that still can't actually transact for weeks.

Ongoing compliance is a bigger commitment than most first-time company owners expect going in. Beyond the annual audited accounts and shareholder meeting already mentioned, a Thai company employing staff takes on social security registration and contributions, VAT filing if turnover crosses the registration threshold, and monthly withholding tax filings on various payments — a genuine accounting workload that most small foreign-owned companies outsource to a local accounting firm rather than handle in-house. Budgeting for that ongoing accounting relationship from day one, rather than treating the lawyer's initial setup fee as the whole cost of doing business, gives a more accurate picture of what running a compliant Thai company actually costs.