How Foreigners Can Open a Company in Thailand

Two founders can use the same Thai company form and still face different ownership rules because the decisive question is what the company will actually do for revenue. A domestic service business, an exporter and a project seeking BOI promotion should not be pushed into the same 49/51 template before their activities have been classified.

Under the Foreign Business Act, a Thai-registered juristic person is treated as a “foreigner” for the Act where foreigners hold at least half of its capital, among other statutory cases. That is only the first gate. List One activities are closed to foreigners under the Act, while Lists Two and Three use different permission mechanisms.

An activity outside those lists may not need an FBL merely because the company is foreign-owned. The analysis still continues because sector-specific laws can separately regulate foreign ownership, licensing or access to a business and take priority where they govern the issue directly.

A Thai-majority structure is not a lawful shortcut if the Thai shareholders exist only on paper. Section 36 of the FBA expressly addresses nominee shareholding used to circumvent the Act. DBD scrutiny also tightened from 1 August 2026: covered registrations involving foreign investment or a foreign authorised signatory now include additional investment and bank-evidence requirements.

The useful starting document is therefore a plain description of the business: what it sells, who pays it, where the activity occurs and what the foreign founder will personally do in Thailand. That factual model can then be tested against the FBA, sector laws and any BOI, treaty or licensing route. The classification should be confirmed before incorporation because company registration does not validate every business activity written into the corporate objects.

Once the activity has been classified, the ownership question becomes much easier to frame. One route is a Thai-majority private limited company with genuine Thai co-owners. A company below the FBA foreign-ownership threshold is not treated as a foreigner merely because it has a foreign shareholder, but that does not erase sector licensing or other statutory restrictions. The Thai investors must be real investors, not names inserted to manufacture a domestic status.

Foreign-majority or wholly foreign ownership is a separate route. It can work where the intended activity is open to foreign participation or where the company has the required permission or exemption. Reaching 50% foreign ownership changes the FBA analysis; it does not, by itself, make the company unlawful. The next question is whether the revenue activity sits in a restricted list and whether another sector law applies.

An FBL and an FBC are not interchangeable paperwork. A Foreign Business License is the permission route under the FBA for restricted business, with different statutory decision-making for List Two and List Three. A Foreign Business Certificate is used where the Act recognises an underlying entitlement or approval, including treaty cases and certain promoted or otherwise authorised businesses. The document follows the legal basis; founders should not choose the acronym first and then try to fit the business around it.

BOI promotion is different again. BOI evaluates an eligible project and attaches conditions to the promoted activity. Its published foreign-shareholding criteria allow majority or full foreign ownership for many promoted List Two and List Three activities unless another law imposes a limit, while List One remains subject to Thai-majority requirements in the BOI criteria. For a promoted business that falls within List Two or Three, the FBA provides a certificate route after the relevant promotion status is verified.

Treaty rights can create another branch for certain nationalities. They are nationality-specific, activity-specific and usually contain exclusions. Each treaty route needs its own analysis; it is not a general exception available to foreign founders.

A workable structure is therefore the output of the legal analysis, not the starting assumption. The founder needs to know whether the activity is open, which permission or certificate supports it, whether a sector law changes the ownership ceiling, and whether a promotion or treaty route actually covers the proposed business. Those points should be confirmed against the current rules before money is committed to incorporation or to a shareholding arrangement.

Shareholders, directors and authorised directors answer different questions in a Thai private limited company. Shareholders own the equity and exercise shareholder rights. Directors manage the company, while the registered signing condition determines who can bind it when contracts, filings or banking instructions are executed. The same person may occupy more than one role, but the legal functions are still distinct.

Current DBD materials reflect the post-2023 rule that a private limited company can be formed by at least two promoters, each subscribing for at least one share. Once all shares are subscribed, the statutory meeting appoints directors and settles the company’s initial governance. The directors then call for payment on the shares at the level approved by the meeting, subject to a minimum of 25% of par value before incorporation. Registered capital is therefore not the same thing as paid-up capital.

The incorporation documents also record the company’s objects, capital and governance information. Signing authority deserves particular attention because the wording registered with DBD determines whether one director can sign alone or whether signatures and a company seal are required in combination. A broad business object in the corporate record is not an operating licence: an activity can still require an FBL, FBC, BOI status or a sector-specific approval.

Funding evidence has become more important in 2026. From 1 August, DBD measures covering registrations with foreign participation or a foreign authorised signatory require an investment explanation and three-month bank-statement evidence in the relevant cases, extending scrutiny beyond the older incorporation-only approach. The practical effect is that genuine Thai equity should be traceable to genuine Thai investors and the payment trail should match the registered structure.

Corporate office and immigration status remain separate. A foreign shareholder or director does not acquire a right to perform work in Thailand merely by appearing in the company record. If the person will actively work for the company, the visa, work authorisation, occupation and employer documentation have to be assessed under the rules that apply to that role at that time.

Incorporation turns a business idea into a defined legal record: the company name, objects, registered office, capital, shareholders, directors and signing authority. DBD now operates the registration process digitally through DBD Biz Regist, and in 2026 announced a fully digital registration channel for partnerships and private limited companies. Name reservation and the memorandum are therefore administrative steps within incorporation, not an approval of every commercial activity described in the objects.

The founders then complete the share-subscription and statutory-meeting process, appoint directors, settle governance matters and call the required amount on the shares. Once the filing is accepted, the company exists and DBD registration documents can be issued. That milestone matters, but it should not be confused with permission to start a restricted or separately licensed activity.

The operational layer follows. Accounting records, tax registrations and employer obligations depend on what the company actually does and whether it hires staff. For ordinary taxable sales or services, the Revenue Department currently states that an operator with annual revenue exceeding THB 1.8 million must apply for VAT registration within 30 days of crossing the threshold. Exempt activities and voluntary-registration cases exist, so the threshold is a trigger to analyse, not a universal instruction for every newly incorporated company.

A corporate bank account is another separate approval process. Banks typically use the DBD registration package but apply their own customer, signatory and source-of-funds checks. Incorporation does not guarantee that a particular bank will open an account on a particular timetable.

The final pre-trading question is authority to conduct the intended business. An FBL, an FBC, BOI promotion or a sector licence may sit outside the basic DBD incorporation filing and may control when operations can lawfully begin. The correct sequence therefore depends on the activity and approval route; a registered company should not start billing for a restricted activity merely because its corporate objects contain the right words.

“How much capital do I need?” is not one question. Registered capital is the amount recorded in the company’s corporate documents. Paid-up capital is the amount actually called and paid on the shares; DBD’s incorporation materials require at least 25% of par value to be called before registration in the ordinary formation process. A company can therefore have a registered figure and a different paid-up figure without those concepts being contradictory.

Minimum capital under the Foreign Business Act is a different layer. Section 14 says that the minimum capital used by a foreigner to commence business is set by ministerial regulation and cannot be below THB 2 million; where the business requires permission under the FBA lists, the statutory floor is THB 3 million for each such business. Those figures are not a blanket registered-capital rule for every Thai company with a foreign founder. The company’s FBA status, the activity, the permission route, current regulations and any applicable exceptions have to be identified first.

Immigration and labour requirements can create another capital discussion when a foreign national will actually work for the company. Employer qualifications, the proposed role and the route being used may matter, and BOI-promoted projects can follow a different framework from ordinary companies. A number quoted for a visa or work-permit file should therefore not be presented as if it were the FBA minimum capital or the company’s required registered capital.

The cash cost of setting up and running the company should also be separated into buckets. Government filing and licence fees are one category. Accounting, audit, tax filings, payroll or social-security administration are recurring compliance costs. Lawyer and agent fees are private service charges. BOI’s cost-of-doing-business material lists government and professional costs separately, which is a useful way to read any incorporation quotation.

VAT is another common source of category confusion. The THB 1.8 million annual revenue threshold published by the Revenue Department concerns VAT registration for the relevant taxable sales or services, not company capital. A useful quotation should therefore show what is a filing fee, what is professional work, what recurs every year, and which extra cost is triggered by the actual business or by a foreign employee rather than by the mere fact of incorporation.

Equity ownership, a directorship and day-to-day work are separate legal questions. A foreign shareholder can have corporate rights without having immigration permission to work in Thailand. A director may also have authority to bind the company under its registered signing rules while still needing the appropriate status before personally performing work in the country.

For an ordinary employer, BOI’s guidance describes the normal route as an appropriate Non-Immigrant B status followed by a work-permit process, supported by employer documents and an occupation that foreigners are permitted to perform. Incorporating the employer does not create an automatic entitlement to either document. The proposed duties matter, not just the job title printed on a business card.

This is also why generic formulas about “capital per foreigner”, Thai staffing ratios or an “owner’s visa” are unreliable as a company-formation rule. The relevant requirements depend on the person’s immigration status, the employer, the role and any applicable exemption or special scheme. The work authorisation must match what the foreign national will actually do.

BOI-promoted projects have a separate facilitated mechanism for qualifying foreign technicians and experts needed by the approved project, including the BOI visa and work-permit systems. That advantage belongs to the promoted activity and eligible personnel; it should not be projected onto an ordinary company simply because its founders hope to apply for BOI later.

If residence or employment is part of the reason for incorporating, plan the company and immigration tracks together rather than treating the visa as an automatic by-product of registration. The wider long-stay options are covered in the Asia visas and long-stay hub, while an individual application should be checked against the applicant’s nationality, current status, intended duties and the rules in force at the time of filing.