Thai limited company: setup guide

A Thai limited company (private limited company) is the most common business structure in Thailand. It is called “limited” because each shareholder’s liability is limited to any amount unpaid on their shares, much like a limited liability company (LLC) in other countries.

Plizz prepares the documents and files the registration of your limited company with the Department of Business Development (DBD).

Read the details

Benefits of a limited company

The structure is familiar. Founders who know LLCs or private limited companies elsewhere will recognize how shares, directors and shareholder meetings work, which makes it the easiest entry point for foreign entrepreneurs.

Liability is limited. Shareholders cannot lose more than the capital they put in: if the business fails, their personal assets are not exposed to its debts.

Control can be structured. A limited company can issue ordinary and preference shares, so voting and dividend rights can be set in the Articles of Association to keep control with the founders as the company grows.

It can operate in most sectors, with the relevant license where an activity is regulated. Roles are set out in writing, in the Articles of Association and the company registration, so every director and shareholder knows their duties and can refer back to them.

It can be foreign-owned. Activities not restricted by the Foreign Business Act, or covered by BOI promotion, a Foreign Business License (FBL) or the US-Thai Treaty of Amity, allow majority or 100% foreign ownership. Plizz checks your activity and tells you which route applies.

It can hire foreign staff. Once the company meets the capital and Thai-employee requirements, it can apply for work permits and Non-Immigrant B visas for executives and employees. Plizz handles these applications too.

It can open corporate bank accounts, including current, savings and foreign currency accounts. Most Thai banks ask the authorized director to attend in person to open the account; after that, you can manage it online from anywhere.

Drawbacks of a limited company

The limited company is the simplest and most popular option, but two constraints matter for foreign owners:

• Foreign shareholders may hold at most 49% of a company whose activities are restricted under the Foreign Business Act, unless the company obtains a Foreign Business License (FBL), BOI promotion or Treaty of Amity status before it starts operating. Some activities are closed to foreigners altogether; the Plizz legal team checks whether yours is eligible.
• To employ a foreigner, a company generally needs 4 Thai employees and THB 2 million of paid-up capital for each work permit. BOI-promoted companies are exempt from these ratios.

Legal requirements

A Thai limited company needs at least 2 promoters (the founding shareholders), at least one director, and an auditor who is a Thai Certified Public Accountant (CPA).

Registration follows a fixed sequence: name reservation, memorandum of association, statutory meeting and company registration. The steps below explain each one.

How to set up a limited company in Thailand

How long registration takes depends on the authority and on your documents, for example when documents come from abroad and need to be notarized. The steps:

• Reserve the company name with the Department of Business Development (DBD), following its naming rules.
• File the memorandum of association. It states the company’s name, registered office, objectives and registered capital, and the promoters’ details and number of shares.
• Hold the statutory meeting. The shareholders adopt the Articles of Association, elect the directors, appoint the auditor and approve the expenses the promoters paid before incorporation.
• Register the company. The director files the registration with the DBD registrar, and the company receives its registration number, which is also its 13-digit tax identification number. DBD registration fees depend on the registered capital.
• Register for value added tax (VAT) or specific business tax if your activity requires it. We tell you whether you need to.

Plizz registers your limited company for a fixed fee of THB 50,000, excl. VAT, plus government fees of about THB 7,000. We check every detail, so your setup is not held up by a missing document.

Ready to start? Get a quote on the company registration page, or send us your question and we recommend in writing the right structure for your business.

Requirements to register a limited company

• There is no general minimum capital for a Thai-owned company, but each share needs a par value of at least THB 5.
• You need at least 2 shareholders (promoters).
• At least 25% of the registered capital must be paid up.
• When foreigners hold shares, the Department of Business Development (DBD) may ask for evidence of the paid-up capital, such as a bank statement.
• A foreign-majority company generally needs at least THB 2 million of capital (THB 3 million for activities on the Foreign Business Act lists), and each work permit generally needs THB 2 million of paid-up capital.
• A foreigner can also form a Thai-majority company, in which Thai shareholders hold at least 51% and foreign shareholders at most 49%.
• DBD registration fees depend on the registered capital.