Two founders, one Thai and one foreign, agree to split their new Bangkok company 50/50. It feels fair. Under Thai law, it also makes the company foreign, and that changes the capital it needs, the licence it may need and how long the founders will wait.
If you plan to set up a company in Thailand as a foreigner this month, start there: with who will own the shares, not with the company name or the bank.
First question: is your company “foreign”?
The test is short, and stricter than most people expect. Under the Foreign Business Act, a company registered in Thailand counts as foreign if at least half of its shares are held by foreigners. A 50/50 company is therefore foreign, not Thai.
Once a company is foreign, its business is checked against three lists in the Act:
- List One: businesses foreigners may not run at all.
- List Two: allowed only with permission from the Minister of Commerce and Cabinet approval.
- List Three: allowed only with a Foreign Business Licence from the Department of Business Development (DBD). It ends with a catch-all for “other service businesses”, so many service companies land here.
Not on any list? Then a foreign-majority company can run the business without a licence, but it must still meet the Act’s minimum capital.
The lists are moving. A ministerial regulation published in the Royal Gazette on 28 August 2026 took several service activities out of the licence requirement. Among them are administrative, HR and IT services between related companies, and treasury centre services. Software development, part of the government’s May 2026 reform plan, is not on that list. Other parts of the plan may still be in progress, so check your own activity against the lists as they stand on the day you apply.
The main routes
Your ownership split and your activity point you to one of five routes. Pick yours before you file anything.
| Route | Who it fits | Foreign ownership | Official timing |
|---|---|---|---|
| Thai limited company, foreigners hold under 50% | Founders with a Thai partner who genuinely invests | Minority | DBD registration, online |
| Foreign-majority company, business not on the lists | Activities outside Lists One to Three | Up to 100% | DBD registration; minimum capital applies |
| Foreign Business Licence (FBL) | List Two or Three businesses without BOI or treaty cover | Up to 100% if granted | 60-day decision period, then 15 days to issue the licence |
| BOI promotion | Activities on BOI’s eligible list, with at least 1 million baht invested | Generally no ownership limit for List Two and Three activities; List One activities need at least 51% Thai | BOI’s target: 40 working days to evaluate (projects up to 200 million baht), counted from complete documents |
| US Treaty of Amity | Companies majority-owned by US citizens or US companies | Majority or 100% | Ministry of Commerce certificate within 2 weeks (US Embassy) |
BOI promotion is the route for incentives. According to BOI’s Investment Promotion Guide, it brings tax and non-tax incentives, including permission to bring in skilled foreign workers and to own land. The catch: new projects must keep debt-to-equity at or below 3 to 1. Our earlier guide to BOI promotion and how it differs from an ordinary SME goes further.
The Treaty of Amity is still open to American owners in 2026. Both the US Embassy in Bangkok and the US State Department describe it as current. It excludes some sectors, among them communications, transportation, deposit-taking banking and professions reserved for Thai nationals. See our Treaty of Amity guide for American businesses.
The steps in order (Thai limited company)
This is the base most routes build on, and most steps carry a deadline.
- Reserve the name. An approved name is valid for 30 days, with no extension.
- File the Memorandum of Association. BOI’s quick guide to starting a business says at least two founders must sign it, and it must be filed within 30 days of the name approval.
- Hold the statutory meeting and collect capital. All shares must be taken up, at least 25% of their value must be paid, and each share must have a par value of at least 5 baht. Apply to register within 3 months of the meeting.
- Register the company with the DBD. Online registration through the DBD Biz Regist system has been possible since 16 January 2025. For new private limited companies, it has been the only route since 1 July 2026. Forms are in Thai.
- Register for tax. Get the company tax ID within 60 days of registration. Register for VAT before you start trading, or within 30 days of your turnover passing 1.8 million baht a year. VAT is currently 7%.
- Register as an employer. Register with the Social Security Office within 30 days of hiring your first employee. We can handle the SSO registration for you.
- Then the route-specific step: the licence application, BOI promotion, or Treaty of Amity certification. For the treaty, the Thai company comes first, then a certification letter from the US Commercial Service at the Embassy, then the Ministry of Commerce certificate.
The real timeline
The law sets the official clocks. How quickly your file is ready decides the rest.
- Thai limited company: each official step takes days, not months. In practice, documents, capital and the bank account set the pace.
- Foreign Business Licence: the Act sets a 60-day decision period, plus 15 days to issue the licence. Preparing and filing the application comes on top, so plan for well over 75 days in total.
- Treaty of Amity: the certificate follows within 2 weeks of applying to the Ministry, after the Embassy letter.
- BOI promotion runs in stages, each with its own clock:
- You apply online, then meet a BOI officer to clarify the project.
- BOI evaluates it, counting from complete documents: 40 working days for projects up to 200 million baht, 60 up to 2,000 million, and 90 above that. In calendar time, that is about two, three and more than four months.
- BOI notifies the result within 7 days of the certified meeting resolution date.
- You accept within 1 month of receiving the notice, and apply for the promotion certificate within 6 months of accepting. BOI issues it within 10 working days of a complete application.
These are BOI’s own service targets. The time to prepare a complete application and answer the officer’s questions comes on top.
Government fees and capital rules
Two numbers belong in your budget: what the government charges, and how much capital your route ties up.
| Item | Official rule |
|---|---|
| DBD fees to file the Memorandum and register the company | Charged at filing; see the DBD’s current fee list at dbd.go.th before you budget |
| Foreign Business Licence (List Three, company) | 2,000 baht to apply; if granted, 5 baht per 1,000 baht of registered capital (minimum 20,000, maximum 250,000) |
| Treaty of Amity certificate | 2,000 baht to apply, plus 20,000 baht on issue |
| Minimum capital, Thai company | None set by law |
| Minimum capital, foreign company | At least 2 million baht; at least 3 million baht for a business that needs a licence |
| Employing a foreigner | At least 2 million baht of paid-up capital, and four permanent Thai employees for each foreign employee |
| BOI project | At least 1 million baht invested, not counting land and working capital |
Hiring several foreigners? Check how the capital test applies to your headcount before you set the company’s capital. Our work permit application page sets out the employer requirements in full.
What most people get wrong
Five mistakes do the most damage. All five are avoidable.
- Using a Thai nominee. Holding shares for a foreigner to get around the Foreign Business Act is a crime for the Thai nominee and for the foreigner who allows it. The penalty is up to three years in prison, a fine of 100,000 to 1 million baht, or both.
- Assuming 50/50 is Thai. It isn’t. At half or more, the company is foreign.
- Treating “no minimum capital” as the whole story. That rule is for Thai companies. A foreign company starts at 2 million baht, and hiring foreigners brings its own capital test.
- Counting only the licence’s 60 days. Preparation and filing come before the decision period, and the licence is issued after it.
- Choosing BOI for the tax holiday alone. The activity must be on BOI’s list.
The Bottom Line
In Thailand, the company you can build depends first on who owns the shares. Get that right and the route, the capital and the timeline follow. Get it wrong and you wait on a licence you never planned for, or carry a nominee risk no business plan can justify.
So before you spend anything, write down three answers: what the company will do, who will own what, and whether you will employ foreigners. Those answers choose your route. Then check the activity against the Foreign Business Act lists and BOI’s eligible list.
If the answers point to a Thai limited company, the official steps take days. If they point to a licence, BOI or the Treaty, start preparing now: those clocks only start once your application is in.
Setting up a company in Thailand this month?
UnionSPACE takes foreign founders from the first ownership question to a company that is registered, housed and filing. We handle company registration, BOI-promoted companies and US Treaty of Amity companies. No office yet? Our serviced offices can be used for company incorporation. Once you trade, our accounting and tax team keeps the books and the monthly filings in order, and we handle the Non-B visa and work permit when you or a foreign hire need one. With business set-up services in Bangkok, Pattaya, Chiang Mai and Hat Yai, you deal with one team from the name reservation to your first VAT return.
[Talk to our team →] [Book a tour →]
Frequently Asked Questions
Can a foreigner own 100% of a company in Thailand?
On some routes, yes: if the business is on none of the Foreign Business Act’s lists, if the company holds a Foreign Business Licence, or, for US owners, under the Treaty of Amity. BOI promotion generally sets no ownership limit for List Two and Three activities.
How much capital do I need to start a company in Thailand?
The law sets no minimum for a Thai company. A foreign company needs at least 2 million baht, or at least 3 million baht if its business needs a licence, and employing a foreigner brings its own capital test.
How long does it take to register a company in Thailand?
For a Thai limited company, each official step takes days; your documents, capital and bank account set the real pace.
How long does BOI approval take?
A clarification meeting with a BOI officer comes first. BOI’s target for evaluating a project up to 200 million baht is then 40 working days, about two months, counted from complete documents; preparing the application comes on top.
Can I use a Thai nominee shareholder?
No. Using one to get around the Foreign Business Act is a crime for both the Thai nominee and the foreigner who allows it, punishable by up to three years in prison, a fine, or both.
Sources
Official pages checked on 10 November 2026:
- US State Department, 2026 Investment Climate Statement: Thailand
- US Embassy & Consulate in Thailand, Business FAQs
- Thai Government Public Relations Department, Foreign Business Act ministerial regulation (Royal Gazette, 28 August 2026)
- Immigration Division 1, visa extension requirements
- Thailand Board of Investment, procedures for applying (PDF)
- Thailand Board of Investment, investment promotion guide (PDF)
Photos: Image by katemangostar on Freepik.
