Starting a company
How to start a business in Thailand as a foreigner in 2026: Thai Ltd, BOI, Treaty of Amity, work permits, taxes, setup costs and nominee-shareholder risks.
The incorporation form is rarely the hardest part of starting a business in Thailand. The more consequential decision is choosing a structure that can legally carry out the activity you actually plan to run, while supporting the ownership, hiring and work arrangements you need.
That is why “Do I need a 51/49 Thai company?” is usually the wrong first question. A Thai-incorporated company with 50% or more foreign capital is treated as a foreigner under the Foreign Business Act. Whether that is a problem depends on the activity: some businesses are open, others are restricted, and a foreign-majority company may need a Foreign Business Licence, a Foreign Business Certificate, BOI promotion, a treaty route or another sector-specific approval.
For a genuine local joint venture, a Thai-majority limited company may be entirely sensible. A qualifying BOI project can often have majority or full foreign ownership for promoted activities, subject to the BOI conditions and other laws. Qualifying U.S. owners have a separate Treaty of Amity route. A representative office serves a very different purpose because it is designed for limited non-revenue functions, while a branch keeps the foreign parent directly in the operating chain.
The legal and numerical points below were checked on 31 August 2026 against the Department of Business Development, BOI, Ministry of Labour, Immigration Bureau and Revenue Department. This is general information, not legal or tax advice. Before filing, have Thai counsel and an accountant confirm the activity classification, ownership, licences, paid-up capital, foreign-worker route and tax registrations for your exact business on the filing date.
Before reserving a company name, write down what the business will actually do and test it against the FBA, sector licences, BOI or Amity where relevant. The name can then be reserved through DBD services. A name approval does not itself authorise the foreign-owned business activity.
DBD's current formation guidance requires at least two promoters for a private limited company. All shares must be subscribed and at least 25% of their value paid on formation; the ownership and funding should reflect real investors rather than nominee arrangements.
The filing covers the company, directors, capital, objects and shareholders. DBD allows the memorandum and incorporation to be completed on the same day when the statutory steps and documents are ready, but foreign-business permissions or complex ownership can add separate processes.
After incorporation, determine the company's tax filings and invoicing regime. VAT registration is generally compulsory once taxable turnover exceeds THB 1.8 million a year, and voluntary registration may be possible; the correct timing should be confirmed with the accountant.
Once staff are hired, payroll tax, Social Security Office and employment records become part of the compliance chain. If a foreign employee will be sponsored, the real headcount and payroll history need to support what is later filed with labour and immigration authorities.
Banks apply their own KYC checks to the company, directors, beneficial owners, address and business model. Documentary requirements and whether a director must attend in person vary by bank, so account opening should not be promised as an automatic consequence of DBD registration.
The role, employer and company structure need to support the work-permit and immigration route. For an ordinary Thai juristic employer, the Ministry of Labour uses THB 2 million of paid-up registered capital per foreign worker as a standard benchmark, while the usual business-extension criteria add a 1:4 foreign-to-permanent-Thai employee ratio. BOI and some special office structures follow different rules.
Owning shares or being appointed as a director is not the same as having permission to work in Thailand. The foreigner's actual duties, work authorisation, immigration status and employer documents need to line up before day-to-day work begins.
For an ordinary Thai juristic employer, the Ministry of Labour publishes a benchmark of THB 2 million in paid-up registered capital for one foreign worker. “Paid-up” matters. Corporate formation rules allow a company to be incorporated after at least 25% of subscribed share value has been paid, but that formation minimum should not be confused with the separate paid-up-capital benchmark used in the foreign-worker assessment.
The well-known four-Thai-employees-per-foreigner rule also needs context. The Immigration Bureau's standard business-extension criteria require a 1:4 ratio together with at least THB 2 million in paid-up registered capital. The same criteria provide exceptions for certain representative, regional and branch-office cases, while BOI-promoted employers use the BOI route for approved foreign specialists.
In practical budgeting, this means the DBD filing fee is the smallest part of the question if the founder intends to work locally. Model the paid-up capital, actual Thai payroll, social-security filings, job position and immigration path before incorporation. These benchmarks were checked on 31 August 2026, but the exact filing should still be confirmed with the Department of Employment and Immigration Bureau for the applicant's route.
DBD's base fees are THB 500 for the memorandum and THB 5,000 for incorporation, with certificates, certified copies and minor extras on top. Checked 31 August 2026.
Market range based on published 2026 service pricing; scope varies widely. Complex FBA, BOI, Amity, licences, translations and registered-office services are commonly priced separately.
Low: 2000000
Typical: 2000000
High: 2000000
This is not a professional fee or government charge. It is the Ministry of Labour's standard paid-up-capital benchmark for a Thai juristic employer per foreign worker, subject to exceptions; checked 31 August 2026.
2026 public-price benchmark. Fees rise with transactions, payroll, VAT, withholding-tax filings and BOI reporting; obtain a quote for the actual workload.
Lower-market 2026 benchmark, not a statutory tariff or ceiling. Trading volume, inventory, complexity and BOI compliance can push the audit materially higher.
A provider supplies Thai shareholders who do not fund the shares, bear economic risk or participate as genuine owners, but are expected to follow the foreigner's instructions.
The Thai shareholder cannot explain the source of funds or economic interest and exists only to make the company look Thai.
Stop and obtain independent FBA advice. A genuine Thai shareholder must have real ownership rights, funding and economic participation.
A shelf or old company is sold as a shortcut without a proper review of its historic debts, tax filings, contracts, shareholders or past business.
The seller will not provide the shareholder record, recent financial statements, tax filings and a coherent explanation of past activity.
Run legal and accounting due diligence on the company as a separate acquisition. A clean new entity may be safer than saving a few formation days.
Promotion is sold as a label any foreign company can buy, even though the decision depends on the eligible activity, investment plan and BOI conditions.
The adviser cannot identify the exact current BOI activity category but already promises 100% foreign ownership, tax holidays or easy foreign staffing.
Obtain a written eligibility screen against the current BOI guide before restructuring or committing investment.
A corporate appointment is presented as if it automatically authorises client work, staff management or service delivery in Thailand.
The setup discussion covers DBD registration but never asks what the foreign director will actually do or what work and immigration status will be used.
Separate the corporate, employment and immigration files and confirm the work authorisation before beginning actual duties.
The costly mistake usually happens before anyone files a form: the founder is negotiating who gets 51% while nobody has classified the actual business. I would put the contracts, money flows, foreigner's role and real owners on one page first. If the Thai shareholder exists only to satisfy a percentage, I would stop there rather than try to paper over it. If the project genuinely fits BOI, or a U.S. owner has a credible Amity route, that is worth finding out before the cap table becomes expensive to unwind. I also check the capital and staffing numbers against the exact work and immigration route, because “two million and four Thais” is not a universal rule.
Updated: 31.08.2026
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