Can a foreigner set up a company in Thailand?

Royal Office Thailand
Oct 15
8 min read

Can a Foreigner Set Up a Company in Thailand? Absolutely Yes

Can a foreigner set up a company in Thailand? The answer is definitely yes. Thailand welcomes international investment and provides clear pathways for foreign entrepreneurs to establish legitimate businesses. However, the process includes specific ownership rules and requirements that differ from Western business practices.

This guide answers everything foreign entrepreneurs need to know about company formation in Thailand, from ownership structures to achieving full business control.

Understanding Foreign Ownership: The 49-51 Rule

The standard structure for foreign company setup in Thailand requires Thai nationals to own at least 51% of company shares, leaving foreigners with maximum 49% stake. This applies to Thai Limited Companies, the most common business structure.

How Can Foreigners Control Their Business with Only 49%?

Even with minority shareholding, foreign entrepreneurs maintain operational control through:

Board composition - You can serve as sole director or establish majority foreign director representation regardless of share ownership
Preferred voting shares - Your 49% can carry enhanced voting rights on key decisions through proper structuring
Management agreements - Separate contracts grant you exclusive authority over daily operations
Shareholder agreements - Properly drafted agreements give you veto power over major business decisions

Activities Completely Closed to Foreigners

Very few business activities remain completely restricted. These include:

Newspaper, radio, or television broadcasting
Rice farming, salt farming
Traditional Thai arts and handicrafts
Land trading

Most foreign entrepreneurs never encounter these restrictions in typical service, technology, or trading businesses.

Three Ways Foreigners Can Achieve 100% Ownership

Despite the standard 51-49 rule, foreigners can set up a company in Thailand with complete ownership through three legitimate routes.

Option 1: Board of Investment (BOI) Promotion

BOI-promoted companies receive 100% foreign ownership without Thai partner requirements. Eligible sectors include:

Technology and Innovation - Software development, digital platforms, AI, fintech, biotech

Advanced Manufacturing - Automation, robotics, electric vehicles, advanced materials

Bio-Circular-Green Economy - Renewable energy, environmental technology

Medical and Wellness - Medical devices, pharmaceutical production

Creative Industries - Digital content, animation, gaming

BOI Benefits Beyond Ownership:

Corporate tax exemptions for 5-13 years
Import duty exemptions on machinery
No foreign employee work permit restrictions
Land ownership rights for factories
Streamlined visa processing

Minimum investment starts at 1 million THB excluding land and working capital. Processing takes 60-90 days.

Option 2: US-Thai Treaty of Amity (Americans Only)

American citizens and US-incorporated companies enjoy special privileges under the 1966 Treaty of Amity. This allows:

100% American ownership in most business activities
Same rights as Thai nationals for business establishment
No special permission requirements for most activities
Simplified registration process

Qualifying Requirements:

At least 50% owned by US citizens or US companies
Majority American representation on Board of Directors
Maintain US ownership throughout company existence

Processing takes approximately 4-8 weeks through the Business Development Department.

Option 3: Strategic Thai Partnership with Legal Protection

Many foreign entrepreneurs work with Thai partners when BOI or treaty routes don't apply. This succeeds when:

Thai partners invest actual capital - Contributing real funds proportional to ownership stake

Thai partners add business value - Bringing market knowledge, local connections, or industry expertise

Clear roles defined - Documenting who handles each business aspect

Legal Protections for Foreign Shareholders:

Shareholder agreements requiring unanimous consent for major decisions
Preference shares carrying multiple votes per share
Loan structures allowing value extraction through repayments
Management contracts granting exclusive operational authority

Important Warning: Thai law prohibits arrangements where Thai shareholders hold shares in name only without genuine investment. Recent reforms require Thai shareholders to prove financial capacity through bank statements and tax documents.

Complete Registration Process for Foreign Company Setup Thailand

The practical process of foreign company registration in Thailand takes approximately 8-12 weeks for complete formation including business visa preparation.

Step 1: Business Structure Selection (Week 1)

Choose between Thai Limited Company (most common), Branch Office, or Representative Office.

Thai Limited Company suits entrepreneurs who want to:

Generate revenue from Thai operations
Hire employees
Obtain business visa and work permits
Establish permanent presence

Branch Office works for:

Established foreign companies expanding to Thailand
Same activities as parent company
100% foreign ownership
Minimum 3 million THB capital requirement

Representative Office serves:

Non-revenue generating activities only
Market research and liaison functions
100% foreign ownership
2 million THB minimum capital

Step 2: Company Name Reservation (Week 1-2)

Submit three name preferences in Thai language. Names must be unique and end with "Limited" or "Company Limited." Approval takes 1-3 business days, and remains valid for 30 days.

Step 3: Prepare Memorandum of Association (Week 2)

The MOA establishes your company's external framework and must be filed within 30 days of name approval.

Required elements:

Approved company name in Thai
Registered office location
Business objectives describing all activities
Registered capital structure
Promoter information (minimum three promoters)
Witness information (two witnesses)

Capital Requirements:

Thai-majority companies: 100,000 THB practical minimum
Companies employing foreign staff: 2 million THB per foreign work permit
Foreign-majority companies: 2-3 million THB minimum

Registration fees equal 50 THB per 100,000 THB of capital (minimum 500 THB, maximum 25,000 THB) plus 200 THB stamp duty.

Step 4: Statutory Meeting (Week 3-4)

Required meeting of all shareholders and proposed directors at least 7 days before final registration. The meeting covers:

Adoption of Articles of Association
Director appointments
Auditor appointment
Share structure finalization
Paid-up capital determination (minimum 25% of shares)

All attendees sign detailed meeting minutes and receive share certificates.

Step 5: Digital Company Registration (Week 4-5)

Thailand's 2025 digital platform requires online registration through DBD Biz Regist effective July 1, 2025.

Process includes:

Creating verified account
Completing online forms
Uploading required documents
Thai shareholder financial evidence
Electronic signatures from all parties

Review takes 3-7 business days with real-time status updates. Registration fees equal 500 THB per 100,000 THB of capital (minimum 5,000 THB, maximum 250,000 THB).

Upon approval, you receive Certificate of Incorporation and all certified documents digitally.

Step 6: Tax and VAT Registration (Week 5-6)

Your company registration number automatically serves as your Corporate Income Tax ID. Complete tax enrollment within 60 days of incorporation.

VAT registration becomes mandatory when:

Annual turnover exceeds 1.8 million THB
Employing foreign workers regardless of revenue

Step 7: Corporate Bank Account Opening (Week 6-8)

Foreign directors must physically visit bank branches in Thailand. Processing takes 1 day to 1 week.

Required documentation:

Company registration certificate
Company affidavit (dated within 3 months)
Memorandum and Articles of Association
Tax ID confirmation
VAT registration certificate if applicable
Shareholders and directors list
Authorization resolution
Identification documents and work permits

Bangkok Bank, Kasikorn Bank, and Siam Commercial Bank work well with foreign business accounts.

Step 8: Social Security Registration (Week 6-8)

Companies with employees must register within 30 days of hiring the first employee.

Contribution structure:

Employee pays 5% of monthly salary (maximum 750 THB)
Employer pays 5% of monthly salary (maximum 750 THB)
Maximum salary considered: 15,000 THB
Payment deadline: 15th of following month

Getting Your Business Visa as Foreign Company Owner

Foreign company setup in Thailand enables you to sponsor yourself for a Non-Immigrant Business (Non-B) visa and work permit.

Company Requirements for Work Permits

Before applying for business visa, your company must meet:

Minimum registered capital - 2 million THB per foreign employee (must be paid up)
VAT registration - Active VAT registration completed
Thai employee ratio - Typically 4 Thai nationals per 1 foreign worker
Physical office location - Verifiable office address
Social Security - Thai employees enrolled with current payments

Business Visa Application Process

Initial Non-B Visa (90 days)

Obtain from Thai embassies in your home country or neighboring countries. Required documents include:

Valid passport (6+ months validity)
Company registration certificate
Company affidavit
Business invitation letter from your company
Work permit preparation documents
Educational certificates
Financial evidence showing business capital

One-Year Extension

After entering Thailand, extend to one year once your company demonstrates:

Paid-up capital requirements met
Thai employee ratio satisfied
VAT registration active
Physical office verified
Financial statements showing operations

Extension costs approximately 1,900 THB plus document preparation (typically 30,000-40,000 THB with professional services).

Work Permit Application

Work permits must be obtained before starting any business activities. The 2025 e-work permit system processes applications within 7 business days.

Application requirements:

Approved Non-B visa
Company registration and tax documents
Job description and qualifications
Educational certificates
Medical certificate
Company authorization letter
Office premises documentation

Processing costs 3,000-6,000 THB plus professional service fees (typically 20,000-38,000 THB).

Real Costs: Complete Budget for Foreign Company Setup

Can a foreigner set up a company in Thailand affordably? Here are transparent costs for proper planning.

Initial Formation Costs

Minimum Budget (Thai Partner, No Immediate Work Permit):

Registration fees: 15,700 THB
Professional formation service: 18,000-27,500 THB
Virtual office (first year): 7,900-9,000 THB
Company seal: 300-1,000 THB
Bank setup assistance: 0-6,000 THB
Total: 42,000-61,200 THB

Standard Foreign Entrepreneur Budget (Work Permit Capable):

Company registration with VAT and virtual office: 75,000-83,500 THB
Thai shareholder service (annual): 20,000-25,000 THB
Business visa application: 30,000-42,000 THB
Work permit application: 20,000-38,000 THB
Bank account assistance: 6,000-12,000 THB
Total first-year: 151,000-200,500 THB

Premium BOI Company:

BOI application service: 80,000-150,000 THB
Company registration: 55,000-65,000 THB
Serviced office (first year): 40,000-180,000 THB
Business visa and work permit: 50,000-70,000 THB
Total first-year: 225,000-465,000 THB

Monthly Operational Costs

Solo Entrepreneur (Virtual Office):

Monthly bookkeeping and tax: 3,500-9,000 THB
Virtual office: 660-750 THB
Monthly total: 4,160-9,750 THB

With Four Thai Employees (Work Permit Compliant):

Bookkeeping and payroll: 9,000-15,000 THB
Thai employee salaries: 50,000-100,000 THB
Employer social security: 3,000 THB
Office space: 15,000-40,000 THB
Monthly total: 77,000-158,000 THB

Growing Company (10+ Employees):

Full accounting service: 15,000-25,000 THB
Employee costs: 150,000-300,000 THB
Office rent Bangkok: 50,000-150,000 THB
Employer social security: 7,500 THB
Utilities and operations: 20,000-50,000 THB
Monthly total: 242,500-532,500 THB

Annual Compliance Costs

Annual audit and financial statements: 29,000-40,000 THB
Business visa renewal per person: 30,000-40,000 THB
Work permit renewal per person: 30,000-40,000 THB
Thai shareholder service renewal: 20,000-25,000 THB
Total annual: 109,000-145,000 THB

Common Questions About Foreign Company Setup Thailand

Can foreigners set up a company in Thailand without Thai partners?

Yes, through BOI promotion for eligible activities, US-Thai Treaty of Amity (Americans only), or standard processes for certain business types. Each pathway has specific requirements.

What if my Thai partner and I disagree?

Properly structured shareholder agreements, preference shares, and management contracts protect your interests even with minority shareholding. Choose Thai partners with genuine investment and business contribution.

Can I use my friend or spouse as Thai shareholder?

Yes, but 2025 reforms require Thai shareholders to demonstrate financial capacity through bank statements and tax documents. Your Thai partner must show genuine ability to invest proportional to their shareholding.

How long does foreign company registration take?

Standard Thai Limited Company formation takes 5-6 weeks from name reservation through final registration. Adding business visa processing extends the timeline to 8-12 weeks total. BOI applications add 2-3 months.

Do foreigners need an office to set up a company in Thailand?

You need a registered office address for company registration. Virtual office services (7,900-9,000 THB annually) satisfy registration requirements. However, you'll need physical office space for work permits, VAT registration, or employee Social Security registration.

Can foreigners register companies remotely without visiting Thailand?

The 2025 digital system allows significant remote work, but certain steps require physical presence: opening corporate bank accounts, obtaining work permits, and visa extensions. Some entrepreneurs complete formation remotely then visit for banking and visa processing.

What's the difference between registered and paid-up capital?

Registered capital is the total authorized amount determining registration fees. Paid-up capital is actual money deposited into your company bank account. Thai law requires minimum 25% paid-up upon incorporation. For work permits, paid-up capital (not just registered) must meet the 2 million THB per foreign employee requirement.

Can foreigners increase ownership above 49% later?

If your business becomes BOI-eligible, you can restructure to 100% foreign ownership. US citizens can potentially restructure under Treaty of Amity. Otherwise, increasing foreign ownership requires Thai shareholders to sell shares.