Registering a company in Thailand: the name, the shareholding, the foreign business licence and work permits
Many people treat registering a company in Thailand as a formality: set the company up first, then decide what it will do and how many people to send. The right order is the other way round. The shareholding fixed on the day of registration decides which licences the company will need, and how many foreign employees it can obtain work permits for. Registration itself is not complicated; changing the shareholding afterwards means another registration, and may change the company's status under the Foreign Business Act B.E. 2542 (1999).
Published 15 August 2026 · Updated 12 October 2026
The first decision is the shareholding, not the name
The registration form asks for the company name first, but what shapes everything after it is the shareholding. Apart from limits in particular sector laws and the land law, there is no general cap on foreign shareholding. What matters is that once foreigners hold half or more of the shares, the company is itself a foreigner under the Foreign Business Act B.E. 2542 (1999), and may not carry on a business in the Act's lists without permission. The same decision affects staffing: when it considers a work permit, the Department of Employment looks at the company's paid-up capital and the number of Thai employees together. So before a name is filed, write down, activity by activity, what the company will actually do in Thailand, and set the shareholding and capital from that, rather than registering a company and then trying to make it fit. This guide takes each step in order, and shows where each one connects to the shareholding decision.
Name reservation
Several names are filed in order of preference, as the Department of Business Development requires, and the registrar checks whether they duplicate or resemble existing names. The name must have a Thai form, with a matching English name filed as the Department requires; which language forms the register can carry should be checked before filing. A name containing words linked to a regulated business may draw a request for explanation, or for the view of the relevant authority first, which matters if a sector licence is planned. An approved name is held for a period, and if the company is not registered in that time the name must be filed again; the period is whatever the Department sets at the time. Names are rejected often, so every name filed should be one you would genuinely accept, not one favourite and a few to fill the list.
Constitutional documents and objects
The constitutional documents are the memorandum of association, the articles of association, the list of shareholders and each director's consent to act. The formation of a limited company, its articles and the rules on shareholder meetings are in the Civil and Commercial Code. The part most often underestimated is the objects. When the company later applies for a sector licence, the authority checks whether the objects on its company certificate cover the business; if they do not, the objects must be amended and registered before the application is filed again. There must be at least two promoters (Civil and Commercial Code, section 1097; an amendment in force from 7 February 2023 reduced the minimum from three to two, and the company may not have fewer than two shareholders after formation). The minimum par value of shares and the proportion and timing of payment for them are governed by separate rules that should each be checked before the documents are drafted. Once written into the memorandum or the articles, changing them needs a shareholders' resolution, in most cases a special resolution, and a further registration. The directors' signing authority is also fixed at this stage: who may sign alone and what needs joint signatures will affect every bank and government transaction afterwards.
Statutory meeting and registration
When the documents are ready, the statutory meeting is held and the company is registered with the Department of Business Development on payment of the fee. Proof of the registered office is filed at the same time, usually a lease, the owner's consent and a location map. The office must be real and able to receive post: tax, social security and immigration notices are sent there, and it is checked in visa and work permit applications. A shareholder that is a foreign company also files its own certificate of registration, translated and legalised. Once registered, the company receives its certificate and registration number, which every later licence application, visa application and bank will ask to see.
Legalising foreign documents: the most common cause of delay
In general, company or personal documents issued abroad must first be certified under the system of the issuing country, then legalised by the Thai embassy or consulate there, then translated into Thai with the translation certified. This takes time and should be started first, because it is usually the bottleneck of the whole matter. Documents that typically need it are the registration certificate and authorisations of a foreign corporate shareholder and, when the work permit stage comes, degree certificates and employment references. What works is to run legalisation in parallel with the name reservation and drafting, not after registration. Which documents need legalising, and to what level, depends on the issuing country and the use, so list them all at the start to avoid redoing the same document.
After registration: VAT, social security and a bank account
Registration does not create every registration duty at once. On registration the company receives the number it uses for tax purposes, as the authorities currently apply it. Once turnover reaches the threshold, the company must register for VAT; a company in a business subject to specific business tax under the Revenue Code registers for that tax instead, and that business is outside VAT. The VAT threshold and the time limit for registering are in the Revenue Code and should be checked against the company's expected turnover. When the company hires staff, it must register as an employer with the Social Security Office and enrol its employees. This is more than an employer's duty: on a work permit application, the Department of Employment asks for the list of Thai employees enrolled in social security, so registration is a precondition of later staffing. For the bank account, most banks require the signatories to attend in person, best combined with any other step that needs a personal visit.
Foreign business licence: first decide whether one is needed
The first question is not how to apply but whether the business needs permission at all. Many businesses are not in the lists, and a wrong answer at this step can waste a year. The method is to list, activity by activity, what will actually be done in Thailand, and compare each with Lists One, Two and Three of the Foreign Business Act B.E. 2542 (1999). Where an activity is caught, the routes are: a foreign business licence from the Department of Business Development; a certificate under the Treaty of Amity and Economic Relations with the United States or a free trade agreement; BOI promotion under the Investment Promotion Act B.E. 2520 (1977), which within the approved project usually allows full foreign ownership, with a certificate from the Department under section 12 of the Foreign Business Act, due within 30 days of notification; or a structure that does not touch the lists. After filing, the Committee may ask for more on technology transfer and local employment, so the business plan should describe what will actually be done in Thailand, not copy the parent company's objects.
How the shareholding decides work permits
A registered company cannot always apply for work permits straight away. The Department of Employment looks at paid-up capital and the number of Thai employees together. The general rule is 2 million baht of registered capital and four Thai employees for each foreign employee. BOI-promoted companies follow a different standard. These figures can change with the rules and with the discretion of the officials, so check them before planning staff. Further, a visa governs entry and stay and is issued by an embassy, consulate or the Immigration Bureau; a work permit governs work and is issued by the Department of Employment under the Emergency Decree on Managing the Employment of Foreigners B.E. 2560 (2017). A person with a fully valid visa still may not work until the work permit is issued. The right order is therefore: registration, tax and social security first, with the company documents ready to file, and then the visa and work permit. Done the other way round, filings have to be repeated.
Questions this raises
How much of a Thai company can foreigners own?
Apart from limits in particular sector laws and the land law, there is no general cap. What matters is that once foreigners hold half or more of the shares, the company is a foreigner under the Foreign Business Act B.E. 2542 (1999) and may not carry on a listed business without permission. The usual routes are a licence, a certificate under a treaty or free trade agreement, or BOI promotion.
Can we apply for work permits as soon as the company is registered?
Not always. The Department of Employment looks at paid-up capital and the number of Thai employees together. The general rule is 2 million baht of registered capital and four Thai employees for each foreign employee; BOI-promoted companies follow a different standard. These figures can change with the rules and with the officials' discretion, so check them before planning staff.
How much registered capital should we have?
There is no figure that fits every case. The capital should at least match two things: the number of foreign employees who will need work permits, and the company's real funding needs. The Department of Employment looks at paid-up capital, not just the registered figure, and the proportion and timing of payment should be checked case by case. Too low limits staffing; too high means paying the shares up in full and carrying more to maintain. The government fee for registration is a fixed amount and does not vary with the capital.
Do we have to come to Thailand in person?
Most registration work can be done under a power of attorney, but not every step. The most common exception is opening a bank account, where most banks require the signatories in person, and in some cases collecting a work permit. List the steps that need a personal visit at the start, so they can be done in one trip.
How long does the whole process take?
This guide gives no number of days, because the registration itself is rarely what sets the pace. Three things do: how quickly foreign documents are legalised and translated, whether the name is approved first time, and whether the business needs a foreign business licence. The first is usually the bottleneck and should be started first. The full sequence, how each step depends on the others, and which steps depend on outside or foreign authorities, should be listed at the start.
The legislation
- Foreign Business Act B.E. 2542 (1999)
- Civil and Commercial Code
- Emergency Decree on Managing the Employment of Foreigners B.E. 2560 (2017)
- Investment Promotion Act B.E. 2520 (1977)
- Revenue Code
