Thailand is one of Southeast Asia’s most dynamic and investor-friendly economies. Whether you are a local entrepreneur or a foreign investor, registering a limited company is often the most efficient and legally secure way to conduct business in Thailand. The limited company structure—similar to a private limited company (Ltd.) in the UK or LLC in the US—is a popular choice due to its clear legal framework, separate legal identity, and limited liability for shareholders. However, before reaping the benefits of operating a limited company in Thailand, understanding the first steps of the registration process is essential. These initial stages set the foundation for a legally compliant and operational business.
1. Choosing the Right Company Structure
The most common type of business structure in Thailand for both Thai and foreign investors is the Private Limited Company. This structure allows the company to be treated as a separate legal entity with its own assets, debts, and responsibilities. It must have:
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At least two shareholders (individuals or juristic persons)
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At least one director
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A registered office address in Thailand
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A memorandum of association (MOA)
Unlike public limited companies, private limited companies are prohibited from offering shares to the public. For small to medium enterprises (SMEs) and foreign-owned startups, this form provides flexibility and protection.
2. Conducting a Company Name Reservation
The first official step in registering a Thai limited company is reserving a company name with the Department of Business Development (DBD) under the Ministry of Commerce. The company name must:
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Be unique and not identical or too similar to existing names
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Not contain any restricted words (e.g., “Royal,” “Thailand,” or government-related terms)
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Be written using the Roman alphabet or Thai script
Applicants must submit three preferred names in order of priority, and approval typically takes 1–3 business days. Once approved, the name is reserved for 30 days, during which the incorporation process must proceed.
3. Drafting the Memorandum of Association (MOA)
Once the company name is reserved, the next step is preparing the Memorandum of Association (MOA). This document outlines the foundational information about the company, including:
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Company name and registered address
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Business objectives
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Registered capital
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Number of shares and par value
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Names and addresses of shareholders
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Details of at least one promoter (founder)
The MOA must be signed by at least two promoters and filed with the DBD. In most cases, 25% of the registered capital must be paid upon registration.
4. Convene a Statutory Meeting
After the MOA is filed, the promoters must hold a statutory meeting, which includes the shareholders and serves to:
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Approve the Articles of Association (bylaws)
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Confirm the registered capital and shareholder structure
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Appoint the company’s directors and auditor
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Approve any pre-incorporation expenses
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Confirm payment of share capital
This meeting formalizes the internal structure of the company. The meeting minutes must be recorded and submitted along with the final registration documents.
5. Company Registration with the DBD
Following the statutory meeting, the company must be officially registered with the Department of Business Development. This process includes submitting the following documents:
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Application form (Form Bor Mor Jor 1)
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Approved MOA and Articles of Association
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List of shareholders (Form Bor Or Jor 5)
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Director’s consent form
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Identification documents of directors and shareholders
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Proof of company office address
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Minutes of the statutory meeting
The government fee for registration is calculated based on the registered capital (approximately THB 5,000 to THB 25,000 for most SMEs). Upon approval, the company will receive a Company Registration Certificate and a Company Affidavit, which are required for future legal and banking transactions.
6. Tax Registration and VAT (if applicable)
After incorporation, the company must register for tax purposes with the Revenue Department. If the company’s annual revenue is expected to exceed THB 1.8 million, it must also register for Value-Added Tax (VAT). Required documents include:
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Company registration certificate
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Director’s ID and house registration (or passport)
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Office lease agreement and photos of the premises
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Map of the business location
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Power of attorney (if someone else is filing)
Once approved, the company receives a Tax Identification Number (TIN) and, if applicable, a VAT certificate.
7. Opening a Corporate Bank Account
After registration and tax compliance, the company can open a corporate bank account in Thailand. Most Thai banks require:
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Company affidavit and registration documents
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Company seal (if any)
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Director’s passport or Thai ID
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Board resolution authorizing the account opening (if multiple directors)
This account will be used for capital deposits, business income, expense payments, and payroll. It is an essential step in operationalizing the company.
8. Obtaining Business Licenses (If Required)
Certain business activities in Thailand require specific licenses or permits, such as:
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Food & beverage operations (restaurant licenses)
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Export/import (customs registration)
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Construction and engineering (contractor licenses)
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Tourism (TAT license)
Companies must ensure they apply for and obtain the necessary licenses based on their activities, or risk penalties or closure.
9. Social Security Registration
If the company hires employees, it must register with the Social Security Office (SSO) within 30 days of the first hire. This ensures that both employer and employee contribute to the social security system, covering healthcare, pensions, and unemployment benefits.
10. Foreign Business License (If Applicable)
If the company is majority foreign-owned, it may need to apply for a Foreign Business License (FBL) under the Foreign Business Act (FBA) unless exempt (e.g., U.S. companies under the Treaty of Amity or BOI-promoted companies). The FBL process is more complex and can take several months, requiring justification and approval from Thai authorities.
Conclusion
Registering a limited company in Thailand involves a structured, multi-step process designed to ensure legal and regulatory compliance. From reserving a unique name and drafting foundational documents to completing statutory meetings and registering with the government, these first steps are essential to launching a successful business in Thailand. While the process may seem daunting, especially for foreign investors, working with a qualified legal or business consultant can greatly simplify the procedure. Once registered, a Thai limited company offers strong legal protection, limited liability, and the flexibility to grow within one of Southeast Asia’s most vibrant economies.