Setting up a company in Thailand as a foreigner: the steps, the real costs, the trap

The registration itself is the easy part. The Department of Business Development can register a company in a single day, and the government fees are small. What decides whether your company works is everything around it: who owns the shares, what the company is allowed to do, and whether it can support a work permit for you.

The registration: one day, about 6,000 THB in government fees

A Thai private limited company is registered with the Department of Business Development (DBD), at its Bangkok offices or at the provincial commerce office.

According to the DBD’s own manual:

• You need at least two promoters to draw up the Memorandum of Association.
• Shares must have a par value of at least 5 THB, and at least 25% of each share must be paid up.
• The name can be checked and reserved on the spot (a reservation lasts 30 days).
• If every step is done on the same day, the Memorandum and the company can be registered together in one day.
• Forms are in Thai only.
• Capital above 5 million baht needs extra supporting documents.

Government fees, from the same manual:

Item	THB
Registering the Memorandum of Association	500
Registering the company	5,000
Stamp duty on the Memorandum	200
Stamp duty on the Articles of Association, if you have them	200
Company certificate	40 per item
Registration certificate	100

So roughly 6,000 THB to the state. What people actually pay is higher, because of the parts that are not fees: the accountant or lawyer who prepares the documents in Thai, and — the big one — the capital.

Who may own it

The Foreign Business Act treats a company as foreign when half or more of its shares are held by foreigners. A foreign company:

• must bring in capital of at least 2 million baht;
• needs at least 3 million baht per business, and a permit, for anything on the Act’s restricted lists.

The restricted lists are broader than most people expect. List Three ends with “other service businesses” — so a foreign-majority company offering almost any service needs a Foreign Business Licence before it may trade.

The two usual legal routes around that are a Thai-majority company with genuine Thai shareholders, or promotion by the Board of Investment (BOI), which lifts some Foreign Business Act restrictions for qualifying projects with at least 1 million baht of investment.

The trap: nominee shareholders

The shortcut people are sold is a company that is “Thai-majority” on paper, with the Thai shareholders holding shares on the foreigner’s behalf and putting in no money of their own.

It is a crime, and the Act is explicit about it. Section 36 covers anyone who acts as a foreigner’s nominee in holding shares so that the foreigner can operate a business in breach of the Act — and the foreigner who allows it. The penalty is up to three years in prison, a fine of 100,000 to 1,000,000 THB, or both, and the court orders the arrangement ended.

It also leaves you owning nothing you can defend: on paper, the company belongs to the people holding the shares. The same trap catches people buying land — see who can own what.

If you want a work permit through the company

Your own company is a common way to work here legally, but the company has to be substantial enough. The Immigration Bureau’s criteria for extending a foreigner’s stay to work for a company (Order No. 327/2557) include:

• paid-up capital of at least 2 million baht;
• four permanent Thai employees for each foreign employee;
• a minimum income for you, set by nationality in a table attached to the order;
• audited financial statements showing the business is actually operating.

A company set up with the minimum capital and no staff will not get you a work permit, however correctly it was registered. Worth knowing before you choose the capital figure.

After registration

• VAT: once turnover passes 1.8 million baht a year you must register for VAT, currently 7%, with returns filed monthly, by the 15th of the following month.
• Accounts: a Thai limited company keeps books and files audited annual financial statements — and the work-permit criteria above ask to see them. An accountant is part of the running cost of the company, not an optional extra.
• Business visa: employment starts with a Non-Immigrant B visa — see business visas.

Where people go wrong

Almost never at the registration desk. They go wrong choosing the structure — foreign-majority without the licence, Thai-majority with nominee shareholders, or a capital figure that cannot support the work permit they were counting on. That decision is worth getting right before anything is filed.