The four paths for foreigners
| Structure | Foreign ownership | Min. registered capital | Best for |
|---|---|---|---|
| Thai Limited Company (standard) | Max 49% | 15 THB technically · 2M THB for WP support | Most small businesses with Thai partners |
| BOI-promoted company | Up to 100% | 1M THB minimum · varies by activity | Targeted-industry businesses (digital, tech, manufacturing) |
| US Treaty of Amity company | Up to 100% (US citizens / US-majority companies only) | 2M THB if employing yourself | American entrepreneurs in services and trading |
| Foreign Business License (FBL) | Up to 100% (case-by-case) | 3M THB usually | Specific restricted activities · slow approval |
The standard Thai Limited Company
- Minimum 2 shareholders at incorporation (was 3 until February 2023)
- Foreign ownership capped at 49% — Thai partners hold the remaining 51%
- One director minimum, who can be foreign
- Registered capital minimum 15 THB (yes, fifteen) but practically you need much more
- For each foreign work permit: 2,000,000 THB registered capital + 4 Thai employees
- VAT registration mandatory if revenue exceeds 1,800,000 THB/year
- Annual financial statements + audit required for most companies
The 49% problem
- Genuine Thai partners — Thai friends, spouses, business partners with skin in the game (cleanest)
- Preferred shares — structure share classes so foreign-held minority preferred shares carry majority voting rights (legal but technical)
- Nominee shareholders — using Thai nationals as fronts to hold shares without real ownership (illegal — this is what gets companies dissolved and owners deported, don't do it)
BOI promotion for 100% foreign ownership
- Up to 100% foreign ownership on most BOI-promoted activities
- Corporate tax exemptions for 3–8 years depending on category
- Streamlined work permits for foreign staff
- Land ownership rights for the company in some cases
- Import duty exemption on machinery and raw materials
- Digital services and software
- Robotics and automation
- Smart electronics
- Biotech / agritech
- Medical hub services
- Tourism (specific qualifying categories)
- Logistics and aviation
- R&D centres and regional headquarters
BOI applications are paper-heavy and take 2–4 months. Most foreign founders use a BOI-experienced lawyer or specialist; budget 80,000–250,000 THB for application support, plus the registered capital.
US Treaty of Amity (Americans only)
The 1966 US-Thailand Treaty of Amity allows American citizens (and US-majority-owned companies) to hold 100% ownership of a Thai company in most service industries. Restrictions still apply to:
- Land ownership
- Inland communications and transportation
- Banking
- Exploitation of natural resources
- Domestic agriculture and trading of indigenous products
Process: register the Thai Limited Company in the standard way, then apply for Treaty of Amity certification through the US Commercial Service in Bangkok, then notify the Thai Department of Business Development. Typically 2–3 months end-to-end, ~50,000–80,000 THB in fees + lawyer.
The work permit linkage
If your goal is to work in your own Thai company on a Non-B visa + Work Permit, the standard math:
- 2,000,000 THB registered capital per foreign work permit
- 4 Thai employees per foreign work permit
- Minimum monthly salary for the foreign employee — 50,000 THB for most Western nationalities (Thai/social security applied)
- Must withhold and remit personal income tax monthly
BOI-promoted companies and Treaty of Amity companies have somewhat relaxed versions of these rules.
Costs to expect (2026)
Standard Thai Limited Company setup
- Lawyer / formation specialist: 25,000–60,000 THB
- Government fees + DBD registration: ~6,000 THB
- Stamp duty: tiny
- Registered capital deposit: 2,000,000 THB if planning a foreign WP (held in company bank account)
- Initial monthly accounting: 3,000–8,000 THB/mo
- Annual audit: 15,000–40,000 THB depending on activity
BOI-promoted company
Add 80,000–250,000 THB for BOI application support. Total time: 3–6 months from kickoff to operational with WPs.
Treaty of Amity company (US citizens)
Treaty certification: 30,000–60,000 THB on top of standard formation. Total time: 2–3 months.
Annual compliance you can't skip
- Monthly accounting: bookkeeping, payroll, VAT returns (if registered)
- Quarterly corporate income tax filings (PND 51 / PND 50)
- Annual financial statements with auditor sign-off
- Annual general meeting within 4 months of fiscal year end
- Work permit annual renewal if you have foreign staff
- Social Security registration for Thai employees
Budget 80,000–250,000 THB/yr for outsourced accounting + audit for a small company. Many foreign founders use one of the established Bangkok or Pattaya accounting firms that specialise in foreign-led companies.
Common mistakes
- Using nominee shareholders. The Department of Business Development audits this. The penalty is dissolution + criminal liability.
- Underfunding the registered capital. Adding more later is paperwork-heavy. Set it correctly at the start.
- Forgetting the 4-Thai-employees rule for WP. You can't just register a 2M company and get a WP for yourself with no Thai staff.
- Mixing personal and company finances. Standard Thai accounting expects separation. Auditors flag intercompany loans and mixed expenses.
- Skipping VAT registration when you should be VAT-registered. Once you cross 1.8M revenue, you're behind from day one.
Should you set one up yourself?
Standard Thai Limited Company — possible DIY but not recommended unless you've done it before. The cost saving (~40k THB) doesn't justify the time + risk for first-timers.
BOI-promoted or Treaty of Amity setup — absolutely use a specialist. The applications are paper-heavy and rejection costs you months.
For Pattaya-based foreigners, several established firms handle company formation routinely. We can refer you to vetted ones if you'd rather not gamble on a Google search.
Related visas
- Non-B + Work Permit — Standard route for company employment
- SMART-S Visa — Certified startup founders post-2025 reform
- LTR-H — Senior hires by BOI-targeted firms · 17% tax
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