A Complete Guide to Registering a Company in Thailand How Foreign Enterprises Can Obtain a Business License

Establishing a company in Thailand is not as simple as filling out a form and paying a fee to obtain a license. In practice, foreign-invested enterprises frequently encounter bottlenecks in areas such as equity structure design, the timing of Board of Investment (BOI) approval, and selection of local directors. Starting in 2026, Thailand’s Department of Business Development (DBD) has fully implemented its electronic registration system-e-Registration-requiring all newly established companies to submit applications online; the paper-based submission channel has been completely discontinued. Concurrently, the review period for Foreign Business Licenses (FBLs) has lengthened by an average of 5-7 working days compared to last year, primarily due to the introduction of a new “beneficial ownership” requirement mandating traceability of the ultimate controlling party’s source of funds.

I. Which Foreign-Invested Enterprises Must Apply for a Foreign Business License (FBL)?

Thailand’s Foreign Business Act classifies business activities into three categories

① Category One Activities strictly prohibited for foreign investors-for example, newspaper publishing, land trading, and Buddha image manufacturing;

② Category Two Activities involving national security or cultural preservation-such as air transportation, mining, and marine fishing-which require prior Cabinet approval;

③ Category Three Activities in which Thai nationals are relatively underrepresented but which involve low technical barriers-for example, advertising agency services, interior design, and certain IT outsourcing services. For these, foreign investors may apply to the Ministry of Commerce for an FBL; upon approval, there is no restriction on foreign shareholding percentage.

Important Note Even if registered as a Thai legal entity, any company with foreign shareholding exceeding 49% and engaged in a Category Three activity must obtain an FBL. This is a new enforcement standard introduced by the DBD effective October 2026. Many enterprises mistakenly assume that “registering as a Thai company automatically ensures compliance,” only to face operational suspension after commencement of business.

II. Core Steps for Registering a Company in Thailand (Using a Limited Company as Example)

① Company Name Reservation Conduct a preliminary name availability check via the DBD’s official website. The proposed name must not contain terms such as “Thailand” or “National”; it must be registered in both Thai and English.

② Drafting the Memorandum and Articles of Association (MA) Clearly specify the registered capital, shareholders’ contribution methods (cash or in-kind), and board composition. At least one director must be either a Thai national or a foreigner holding a Thai long-term residence visa.

③ Opening a Capital Verification Account Deposit the full amount of registered capital into a designated Thai bank account. The bank will issue a “Certificate of Capital Contribution.” Note Capital must be deposited in Thai Baht (THB); direct deposit in foreign currency is not permitted.

④ Online Submission via e-Registration Upload required documents-including the MA, scanned copies of shareholders’ passports or Thai ID cards, certified proof of address, director appointment letters, and the bank-issued Certificate of Capital Contribution.

⑤ Receiving the Registration Certificate and Tax Identification Number DBD review typically takes 3-5 working days. Upon approval, a PDF version of the official “Company Affirmation” certificate is issued, and tax registration (Form PP.20) is simultaneously completed-no separate visit to the Revenue Department is required.

III. Common Pitfalls for Foreign-Invested Companies

• Registered office address cannot be a generic shared-office building address. The DBD requires submission of the original lease agreement plus a letter of consent from the property owner. Starting in 2026, the DBD has begun random verification of utility bills (electricity/water) to confirm actual occupancy.

• If a foreign shareholder appoints a Thai lawyer to hold shares on their behalf, a “Declaration of True Shareholding,” authenticated by the Thai Ministry of Foreign Affairs, must be executed. Failure to do so may render future dividend distributions or share transfers legally questionable.

• While BOI-promoted projects qualify for corporate income tax incentives, a new 2026 regulation mandates that first-year revenue must reach at least 15% of the total approved investment amount; otherwise, preferential tax treatment is automatically revoked in the subsequent year.

IV. Alternative Structures Representative Offices and Joint Ventures (JVs)-Applicability and Boundaries

A Representative Office (RO) is restricted to market research and liaison activities only-it may neither enter into contracts, issue invoices, nor collect payments. Its setup period is short (~10 days), but it lacks independent legal personality.

A Joint Venture (JV) may avoid the FBL requirement if Thai partners collectively hold more than 51% of shares. However, attention must be paid to Thailand’s Trade Competition Act, particularly its provisions restricting industry concentration. For instance, in Q2 2026, the Thai Trade Competition Commission rejected a proposed joint venture in the retail logistics sector, citing that the combined market share post-merger would exceed 38%.

The above outlines key practical considerations for establishing a foreign-invested company in Thailand. We hope this information proves helpful. It is strongly recommended to engage early with licensed Thai practicing lawyers and local accounting firms-particularly to ensure compliance with detailed requirements such as the prescribed format of the capital contribution certificate and the validity period of directors’ proof of address (must be issued within the past three months)-to avoid repeated document corrections and delays in business commencement.