Opening a Company in Thailand: The Complete Expat Guide

Thailand restricts foreign ownership of most businesses under the Foreign Business Act (FBA) — foreigners cannot own more than 49% of a Thai limited company in most sectors without a Foreign Business Licence (FBL) or Board of Investment (BOI) promotion. The standard structure for expats is a Thai limited company (บริษัทจำกัด, borisat jamgad) with at least three shareholders, a minimum registered capital, and a board of directors. The most common approach: a 49/51 structure where the foreign owner holds 49% and trusted Thai nationals (often nominees) hold 51% — technically legal but legally risky as nominee shareholding in a company controlled by a foreigner violates the FBA in spirit. Legal alternatives: obtain BOI promotion (significant tax incentives, 100% foreign ownership allowed for approved activities — technology, manufacturing, services); register under the Treaty of Amity (US citizens only, allows majority ownership); or operate through a Thai spouse if the business is genuinely jointly managed. Minimum registered capital: ฿2 million for companies employing foreign staff (required for work permit applications, typically ฿2 million per work permit). Setting up costs: ฿15,000–50,000 for a Thai law firm, government registration fees of ฿5,000–10,000, and ongoing accounting requirements. A reputable Thai business lawyer is essential — do not attempt company registration without one. Annual requirements include filing audited accounts, holding annual shareholder meetings, and renewing business licenses.