Foreigners can establish or hold shares in a Thai limited company, but the permitted ownership structure and the ability of the company to conduct specific business activities depend on the nature of the business, applicable foreign ownership restrictions, licensing requirements, and other relevant laws.
Certain business activities may require a Foreign Business License (FBL), while qualifying projects may be eligible for investment promotion through the Thailand Board of Investment (BOI). The appropriate structure should therefore be reviewed before incorporation begins.
Key steps for establishing a company
1. Review the proposed business activity and ownership structure
Before incorporation, clearly define the company's intended activities, ownership structure, capital requirements, and whether any foreign business restrictions or licensing requirements may apply. The classification of the proposed activities can affect whether additional permission, a Foreign Business License, a Foreign Business Certificate or another regulatory process is relevant.
2. Reserve the company name
Submit the proposed company name through the Department of Business Development's registration system. The name reservation is one part of the incorporation process and does not by itself confirm that the proposed activities or ownership structure are permitted.
3. Prepare and register the incorporation documents
Prepare the required corporate documents, including the company's objectives, capital structure, shareholders, directors, registered office, and other required information. The documents should reflect the actual intended business rather than a generic description that may not align with licensing or operational requirements.
4. Complete company registration
Finalize incorporation with the Department of Business Development and obtain the company's registration documents. Registration creates the legal entity, but separate approvals may still be required before particular regulated or foreign-restricted activities can begin.
5. Review tax, accounting and employment registrations
After incorporation, the company should review its accounting obligations, tax registrations, VAT status, payroll requirements, and Social Security obligations based on its actual business activities and circumstances. The relevant steps depend on factors such as transactions, employees, turnover, registrations and licenses.
General information, not case-specific advice
Foreign ownership and licensing treatment depends on the company's proposed activities, ownership, investment structure and other facts. This article provides a general overview and should not be treated as a conclusion that a particular structure or activity is permitted.
Official sources and references
- Department of Business Development — official portal
- Thailand BOI One Start One Stop Investment Center — setting up a foreign company
- Thailand Board of Investment — A Business Guide to Thailand
Related WMC services and guidance
Planning to establish a company in Thailand?
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