Things to note when establishing a company in Thailand (2025)

Opening a company abroad has never been an easy task, due to the huge challenges posed by language, legal and tax barriers.

However, countries with complex processes often come with high business potential. Thailand is an ideal destination for companies specializing in manufacturing and import-export, tourism business, and software technology. 

In order to help businesses understand corporate law in Thailand, the following article by GLA provides important information to help businesses understand the laws, regulations and requirements when Open a company in Thailand.

1. When establishing a business, what laws should be considered?

Foreign businesses in Thailand are governed by the Foreign Business Act of 1999. Failure to comply with the regulations may result in administrative fines ranging from THB 1999 to THB 100,000 or up to 1,000,000 years in prison, depending on the severity of the violation. The Foreign Investment Act imposes restrictions on foreign business activities (unless a license is obtained from the relevant ministries). Companies incorporated in Thailand with foreigners/foreign legal entities owning half or more than 3% of the shares are also subject to this act. 

In general, there are no restrictions on foreign businesses in Thailand. However, foreigners cannot engage in the following areas:

1. Publishing newspapers and mass media programs
2. Rice farming, agricultural farming or fruit growing
3. Breed
4. Forestry and wood processing from forests (naturally grown)
5. Fisheries, only relating to marine life in Thai waters and exclusive economic zone
6. Thai herbal extract
7. Trading, auctioning of Thai antiques and artifacts of historical value to the country
8. Production, casting of Buddha statues and alms bowls
9. Real estate

The full list is available on the website of the Ministry of Planning and Investment of Thailand.

2. Types of companies in Thailand for foreign individuals/businesses

Foreigners can choose from the following types:

1. Limited Partnership.
2. Representative Office/ Regional Office.
3. Branch.
4. Limited liability company.

Read more about types of companies in Thailand here: Detailed instructions on the process of opening a company in Thailand.

3. What is a Nominee Shareholder?

When setting up a company in Thailand, the phrase "nominee shareholder" is always mentioned. In essence, "nominee shareholder" means that the shareholder only appears on the license but does not actually receive shares (in name only). According to Thai Enterprise Law, providing nominee shareholder services is illegal and can lead to serious penalties if discovered. However, due to the limitations of enterprise law, foreign investors still use this service to make setting up a company in Thailand easier and faster. 

In addition, if the business already has a partner in Thailand, the business can also let this partner hold 49% but the management rights still belong to your company. 

4. What are the benefits of a company with more than 51% of shares held by Thais?

• Low capital requirements
• Quick setup process
• Simple profile preparation
• The company is allowed to own real estate.

5. Do I lose control because I hold less shares?

In certain cases, the use of preferential voting rights and majority shareholding requirements may alter the voting rights of minority shareholders. However, the practice is that lawyers who set up companies for foreigners through Thai “designated” major shareholders (over 50% of shares) have no interest in the company (nominated shareholders). 

If the Enterprise has a need, GLA will assist the Enterprise in appointing a reliable Thai representative shareholder, who will help the Enterprise meet the shareholding requirement when establishing the company and will not participate in any of the company's management activities.

6. Regulations on corporate capital in Thailand

Under current law, there is no minimum capital requirement. However, there must be at least 3 shareholders to establish a company, known as promoters. However, if the company intends to employ foreigners, it will need a minimum capital of 2 million THB for each work permit. In addition, if the company is required to apply for a Foreign Business License under the Foreign Investment Law, the minimum capital is 3 million THB for each activity.

7. Can foreigners own property as part of a company?

Before 1997, foreigners could not buy property or real estate in Thailand. However, these laws have now been somewhat relaxed.

The common form is to cooperate with Thai people to establish a company (of course, Thai people hold at least 51% of the shares). Then, they can use the company's name to buy assets in Thailand. Every year, these companies must declare taxes and pay certain fees to the government. However, if foreign individuals use the nominee shareholder service just for the purpose of taking possession of assets in Thailand, they will be severely punished if discovered.

8. Is it possible to have a 100% foreign-owned company in Thailand?

People often say that setting up a 100% foreign-owned company in Thailand is impossible. However, this is completely wrong. Foreigners can still set up a 100% foreign-owned company, but the procedures are a bit more difficult and the results are uncertain.

Currently, there are 3 ways that businesses often do:

• Apply for Foreign Business License - FBL from the Ministry of Investment of Thailand

Simply put, FBL is similar to a "work permit" but for companies. However, the areas of operation will also be limited.

Applying for FBL is currently quite difficult and the cost is relatively high. 

• Incentives from the Thai Ministry of Investment

The Ministry of Investment (BOI) of Thailand is the agency responsible for supporting individuals and businesses to invest in business. BOI encourages start-ups and innovative projects that must have a unique business model, bring economic benefits to Thailand, and many other conditions. 

• Register your company with the Amity Treaty (for US citizens only)

The Thai-US Treaty of Amity and Economic Relations is a special agreement between the US and Thailand that allows US individuals or companies to own more than 50% of shares when investing in Thailand. Therefore, many businesses choose to establish a company in the US, then use the US company to own 100% of the shares of the Thai company. However, this method will cost quite a lot, but in return, it brings a sense of security to the business when they own all the shares.

For more information on setting up a company in the US: https://www.globallinks.asia/vi/thanh-lap-cong-ty-nuoc-ngoai/mo-cong-ty-tai-my

 9. Do I need to go to Thailand to set up a company?

Directors/shareholders need to go to Thailand to carry out the procedures for establishing a company. Vietnamese people are exempted from visas to Thailand, so traveling between the two countries is quite easy. If business owners want to go to Thailand to work, they need to apply for the corresponding visas.

10. Can Thai companies hire foreigners?

The conditions for hiring foreigners are related to the company's charter capital. To hire 1 foreigner, the company needs to have 2 million THB in capital. And if it wants to hire 2 people, it needs 4 million THB. And the maximum number is 10 people. Or the company can also hire 1 foreigner for every 5 million THB in taxes paid to the government.

11. Can I open a bank account in Thailand?

After establishing the company, Global Links Asia will support the business to open a bank account in Thailand. This is a corporate account. If the business needs to open a personal account, it is still possible, but the success rate will not be high. The business owner should operate for a while, have cash flow in and out of the corporate account, then it will be easier to open a personal account. 

12. What taxes do businesses need to pay in Thailand?

1. Corporate income tax
2. Tax levied on business profits earned during business operations
3. VAT tax

If a business has domestic sales revenue of over 1 million THB, it can register for VAT and pay VAT quarterly. 

13. How does GLA support businesses to open companies in Thailand?

As a unit with many years of experience in consulting and supporting businesses to successfully register to establish companies in Thailand, GLA supports

• Consulting and support for establishing Thai companies.
• Advise on choosing the right Emirate
• Recommend the right company type based on your business model.
• Prepare necessary documents for Thai Enterprises.
• Tax consulting suitable for the type of business activities of enterprises in Thailand.
• Support for registration of all types of business licenses in Thailand.
• Support opening physical bank accounts, online banking in Thailand, etc.
• Prepare financial statements and tax reports in accordance with Thai accounting standards.

Highlights

•  Foreign businesses in Thailand are governed by the Foreign Investment Act 1999. Foreigners are not allowed to engage in certain occupations unless they have the appropriate licenses.
• Investors can choose a partnership, representative office, branch or LLC.
• There is no minimum capital requirement for opening a company in Thailand, but if hiring foreigners, the business needs at least 2 million THB for each work permit. It is possible to set up a 100% foreign-owned company through FBL, BOI or Amity Agreement (for US citizens).
• GLA will help businesses open companies in Thailand legally, accurately, quickly and ensure sustainable operations.