Setting Up a Thai Limited Company: A Guide for Foreign Investors
Establishing a limited company is the most popular way for foreigners to do business in Thailand. This structure offers a secure and flexible framework for a wide range of commercial activities. At PS Law & Business, our experienced lawyers in Bangkok are dedicated to assisting international clients with a seamless company formation process.
Understanding the Thai Limited Company Structure
A Thai limited company is a juristic entity separate from its owners (shareholders). The liability of each shareholder is limited to the value of their shares. This is a significant advantage for foreign investors as it protects their personal assets from business debts and legal issues.
Key features of a Thai limited company include:
- Shareholders: A minimum of two shareholders is required. While Thai law generally limits foreign ownership to 49%, there are exceptions, such as obtaining a Foreign Business License or a promotion from the Thailand Board of Investment (BOI).
- Directors: At least one director is necessary to manage the company. Directors can be of any nationality.
- Registered Capital: The minimum registered capital required to sponsor a work permit for a foreigner is generally 2 million THB.
The Company Registration Process
The process of registering a limited company in Thailand involves several key steps. Our team at PS Law & Business can expertly navigate you through each stage:
- Company Name Reservation: We will help you choose and reserve a unique company name with the Department of Business Development (DBD).
- Filing the Memorandum of Association: This document outlines the company's objectives, registered capital, and promoter details.
- Convening a Statutory Meeting: A meeting of the promoters is held to formally establish the company, approve the articles of association, and appoint directors and an auditor.
- Company Registration: The company is officially registered with the DBD.
- Tax Registration: We will assist you in obtaining a corporate tax ID number and registering for Value Added Tax (VAT) if applicable.
For more detailed information on specific business licenses, you can visit our pages on Food Production License, Import-Export License, and the Treaty of Amity for US citizens.
Benefits of a Limited Company for Foreigners
There are several advantages to choosing a limited company structure for your business in Thailand:
- Limited Liability: Protects your personal assets.
- Credibility: Enhances your business's professional image.
- Flexibility: Allows for a wide range of business activities.
- Work Permits: Enables the company to sponsor work permits for foreign employees. You can find more details on our Thailand Work Permit page.
For a comprehensive understanding of your obligations, our team can also advise on HR management and employment contracts.
FAQ Section
What is the minimum number of shareholders required to set up a limited company in Thailand?
A minimum of two shareholders is required.
Can a foreigner own 100% of a Thai limited company?
Generally, foreign ownership is limited to 49%. However, 100% foreign ownership can be possible in certain situations, such as through a Board of Investment (BOI) promotion or a Foreign Business License. For more information, read our blog post on whether a foreigner can hold 100% of a share in Thailand.
What is the minimum registered capital for a limited company with foreign employees?
A minimum registered capital of 2 million THB is generally required per foreign employee to obtain a work permit.
Do I need a physical office in Thailand to register a company?
Yes, a registered address in Thailand is required for company registration.
