Register company in Thailand: Introduction
To register company in Thailand is hassle-free if you are familiar with the entire incorporation process. With Tetra Consultants at the wheel, you will be able to dedicate your time and resources to other more important channels.
With our lean-and-mean mentality, you can rely on our team of experts to provide you a seamless experience throughout the whole process to set up a company in Thailand. Our ultimate goal is for your Thailand company to be operationally ready within the stipulated time frame.
Our service package includes everything you will require to register company in Thailand:
- Register company in Thailand with the Department of Business Development
- Local company secretary and registered address
- Corporate bank account opening
- Annual accounting and tax services
How long to register company in Thailand and open a corporate bank account?
- Tetra Consultants will complete your Thailand company formation through a seamless and fuss-free procedure.
- Upon receiving the required due diligence documents of the directors and shareholders, Tetra Consultants will conduct a Thailand company registration search to check the availability of your preferred company name.
- The process to register company in Thailand with the Department of Business Development can be carried out remotely and you will not be required to travel to Thailand during the registration process.
- Within 4 months, you can expect to receive the documents of your new company including Certificate of Incorporation, Articles of Association and Memorandum of Association.
- After successful company formation, Tetra Consultants will assist to open a corporate account with a local Thailand bank or with an overseas global bank depending on your long-term goals and objectives. Opening a bank account in Thailand for foreigners will usually take around 1 month to be completed.
- Consequently, you can expect to start operations and issue invoices with your Thai Company within 5 months upon engaging Tetra Consultants.
- Tetra Consultants’ team of Chartered Accountants will ensure that your newly established company will continue to meet regulatory laws set by Thailand Revenue Department. This includes providing you with monthly bookkeeping, preparation of financial statements and annual tax return filings.
Can a foreigner register company in Thailand?
- Thailand’s government offers foreign investors several options on the different types of business entities to choose from when they set up a company in Thailand. Tetra Consultants will advise you on the steps and requirements to register company in Thailand.
- Generally, foreigners can only own up to 49% of the share capital of a Thailand limited company unless the company is registered under the Board of Investment (BOI) program.
- A company registered under the BOI program will enjoy tax benefits, issuance of work permit and 100% foreign ownership.
- Only companies that conduct specific business activities in the following sectors can apply for the BOI promotion:
- Agriculture and agricultural products
- Mining, Ceramics and Basic Metals
- Metal products, Machinery and transport equipment
- Electronic Industry and Electric appliances
- Chemicals, Papers and Plastics
- Services and Public Utilities
- Technology and Innovation Development
- The company must perform at least one of the eligible activities listed by the BOI in the specific sector.
- Generally, the minimum capital requirement for a BOI company in Thailand is THB 1 million.
- If a Thai company is not eligible for the BOI, it cannot be wholly foreign-owned. While there are no nationality requirements for directors in a Thai company, at least 51% of the company shares must be owned by Thai shareholders.
- Alternatively, the 51% requirement may be reduced or exempted if the company applies for a Foreign Business License. Foreign-owned businesses that operate businesses meant for foreign nationals can apply for the license.
Is it possible for a Thailand company to be wholly foreign-owned?
- Yes, there are three main ways for your Thailand company to be wholly foreign-owned. The first way is to apply for a Thailand Board of Investment (BOI) promotion. In an attempt to attract foreign investment and companies to set up in Thailand, the Thailand government allows companies that apply under the BOI to be granted 100% foreign ownership and other tax incentives. The Thailand BOI promotion is only available for companies that conduct specific business activities in certain sectors with a work permit.
- The second way is through a Foreign Business License. This allows companies to engage in businesses that the Thailand government deems to be less competitive with local businesses. A company that holds the license will be granted greater foreign ownership.
- The third way is through the Treaty of Amity which is only applicable for US Citizens. The Thai-US Treaty of Amity was established by the Thai Kingdom and the USA government to grant American business owners special privileges when setting up a company in Thailand. This includes full ownership of a company in Thailand.
Types of business entities to consider when you open a company in Thailand
- Tetra Consultants will assist business owners to set up a company in Thailand. Before moving forward to register company in Thailand it is important for you to consider the myriads of business entities available to choose from. There are 4 main types of business entities you can consider.
Private Limited Company
- A private company is the most common choice for foreigners setting up a business in Thailand.
- Since private limited companies are regarded as separate legal entities from shareholders, they offer shareholders protection against liabilities incurred by the company. In essence, shareholders and directors will not be held liable for liabilities incurred by the company.
- To incorporate a private limited company in Thailand, there must be at least 3 shareholders and 1 director. The director can be of any nationality or residency. However, foreign shareholders in the company can only hold up to 49% of the company’s shares.
- If a company wishes to be wholly foreign-owned, the company must apply for a BOI promotion.
- Alternatively, if at least 51% of the company shares are held by American citizens and half of the directors in the company are American citizens, business owners can opt to set up their company under the Treaty of Amity. The US-Thai Treaty of Amity was signed by the Thai and US government to give American business owners special rights and privileges when setting up a company in Thailand.
- Private limited companies may not offer shares to the public and there are restrictions on the transferability of their shares.
- A partnership comprises 2 or more co-owners running a business together.
- Since a partnership is not a separate legal entity, each partner may be held liable for all the debts and liability incurred by the business. A partnership is also not a separate taxpayer. Each partner will have to pay taxes according to their proportion of the partnership earnings.
- Each partner may contribute money, property, labour, or skills, and each expects to share in the profits and losses of the partnership.
- In a Limited partnership, one or more partners may choose to not be involved in the day-to-day management of the business. However, there must still be at least one general partner that contributes to the day-to-day operations. The general partner may be personally liable for the debts of the company, while the limited partner is not.
- Similarly, limited partnerships only allow up to 49% foreign ownership. If the foreign partner invests more than 49% of capital into the partnership, then he or she must apply for a Foreign Business License for the partnership.
- Foreign companies incorporated outside of Thailand can choose to incorporate a branch office in the country.
- A branch allows for 100% foreign ownership.
- Since the branch office is governed by the Foreign Business Act, it must apply for a license to conduct business activities locally.
- The Thai branch will not be recognised as a separate legal entity from the parent company. No tax will be withheld on transfers of profits from the branch to the parent company.
- Foreign companies incorporated outside of Thailand can choose to incorporate a regional office in the country.
- Unlike a branch office, a regional office is not allowed to conduct any trading activities or any activities that generate income.
- The main purpose of a regional office is to provide support services such as consulting, training, financial management and research and development services.
- Foreign companies incorporated outside of Thailand can choose to incorporate a representative office in the country.
- Similarly, a representative office is not allowed to conduct any business activities that generate income.
- A representative office differs from a regional office in terms of the type of activities conducted. A representative office is restricted to only 5 types of activities and all services provided by a representative office must be for its head office, subsidiaries, or affiliates.
How to set up a company in Thailand?
Step 1: Choosing an optimum business structure to register company in Thailand
- Prior to company formation, it is essential to choose the correct type of company.
- Based on your business structure and long-term goals, Tetra Consultants will advise you on the most optimum business entity, paid-up share capital, corporate structure, and relevant licenses if applicable.
- Generally, the most common type of company in Thailand is the private limited company, which is also known as a company limited by shares.
Step 2: Reservation of company name
- Before Tetra Consultants proceeds to set up a company in Thailand, we will search and reserve your company name through the Department of Business Development of the Ministry of Commerce. Our team will reserve your company’s name for up to 30 days. Each application allows you to submit up to 3 names.
- The name chosen must not be similar to that of an already existing corporate entity. There are also specific naming guidelines for particular types of business structures, such as the requirement to end the name of a private limited company with the word “limited”. There are also some words that are off limits for use in company names, such as “investment” which is not allowed to be used.
- In addition, your chosen name is recommended to not be too long or complicated for Thai speakers to pronounce, as regardless of the language of the name, it will be formally registered in the Thai language.
Step 3: Preparation of the required documents to register company in Thailand
- All companies in the country require a Memorandum of Association and Articles of Association to be incorporated.
- Tetra Consultants will assist in drafting the Memorandum of Association, which includes the company’s name and business goals, registered address and province location, amount of registered share capital, declaration of limited liability, share proportion held by each shareholder, and personal information about the applicant.
- A registration fee needs to be paid for the Memorandum of Association, which is based on the sum of the registered capital. It typically ranges from THB 500 to THB 25,000.
- Tetra Consultants will also draft the Articles of Association based on your business plan.
Step 4: Commencement of Statutory Meeting after obtaining approval to register company in Thailand
- A statutory meeting must be convened after the company obtains approval for the incorporation documents.
- The aims of the meeting should be to implement the terms of the articles of association, elect the directors and auditors, settle the sum to be paid to promoters, the amount of ordinary or preference shares to be paid or issued, the contracts ratified.
- Statutory Meeting resolutions need more than half of the voters to be in agreement to be passed and considered valid.
- After the meeting, the applicant, also known as the promoter, will transfer the management of the business to the directors. The applicant and subscribers will then have to pay in 25% or more of the authorized capital under the directors’ instruction.
Step 5: Proceeding to register company in Thailand
- Tetra Consultants will register the company with the Ministry of Commerce after the statutory meeting has convened. The registration should take place within 3 months from the holding of the statutory meeting.
- The application must include information about the company such as the personal details of the directors and each of their specific powers, the company’s address(es), details about the shares assigned to each individual and the payment of these shares and how long the company will be registered for.
- The director will also sign a statement verifying that the paid-up share capital of each shareholder has already been paid. The director will sign all receipts, which must include details about the shareholder’s name and share capital.
- A fee must also be paid, which varies depending on the sum of the registered capital.
- After registration, the company will also have to enroll each member of the staff in the social security system, within a month from employing the first member. Tetra Consultants will assist you with this process. The current rate at which the social security contribution from employers is expected to be paid to the employee is 5% of the employee’s wages. This amount must be turned in to the Social Security Office by the 15th of each following month.
Step 6: Tax registration
- With 60 days from the successful incorporation of your company, Tetra Consultants will apply for a corporate Tax Identification Number from the Revenue Department.
- Tetra Consultants will also apply for Value Added Tax (VAT) for your company if your expected annual turnover exceeds THB 1.8 million.
Step 7: Bank Account opening
- Tetra Consultants will then proceed to open a corporate account with a reputable bank.
- The documents submitted will have to be certified by a local Thai embassy. Common documents required to open a business bank account locally include the Certificate of Incorporation, Articles of Association, Memorandum of Association, list of directors and shareholders and notarized passports of directors and authorized personnel.
- Since it is not possible to open a Thai business bank account from abroad, Tetra Consultants will send a representative authorized by a Power of Attorney to open a business bank account on behalf of your company.
Accounting and tax obligations after you register company in Thailand
- Taxes are controlled by the Thailand Revenue Department. The specific tax rates and tax benefits for your company depend on the business structure chosen. Thailand has tax treaties with 61 countries to avoid double taxation.
- A company that chooses to register under Thai law enjoys various tax benefit schemes:
- Income tax holiday from 3 to 8 years for business with Investment Promotion Privileges.
- Reduction or exemption of import duties for business with Investment Promotion Privileges or industries setting up in Free Trade Zones.
- 200% deduction for the cost of hiring qualified researchers doing research and development projects.
- 150% deduction for the cost of employee training in order to improve human capital.
- Companies that are either medium- or small-sized can opt to subtract an initial allowance on the date which the product was obtained, for computers (40%), machinery (40%) and plant (25%).
Annual reporting requirements
- All Thai or foreign companies doing business in the jurisdiction must submit their tax returns and payments twice a year.
- Semi-annual tax returns are required to be submitted not more than 2 months after the end of the first half-year period. It can be submitted through the CIT 51 form. The payable tax will be 50% of the projection of the business’ yearly net profit for the whole year.
- Annual tax returns are required to be submitted no more than 150 days after the end date of the fiscal period, through the CIT 50 form.
- The local corporate income tax rate is usually 20% of net profits. However, some businesses, such as small businesses with a paid-up capital below 5 million baht or who are registered in the country’s Stock Exchange can enjoy a lower tax rate.
- Companies that sell goods and services would also be subject to Value-Added Tax (VAT), which is currently placed at 7%. Tetra Consultants will assist your company to register for VAT.
- A foreign company that does not carry out business in Thailand will be subject to withholding tax on certain categories of income derived from local sources. The rates are as below:
- Remittance of profits: 10%
- Dividends: 10%
- Other income such as interests, royalties, capital gains, rents and professional fees: 15%
- Tetra Consultants will assist you in registering for these tax considerations.
Foreign Business License (FBL)
- This refers to a license given to companies that wish to undertake business activities restricted to foreign nationals.
- Companies with a majority of foreign shareholders are also required to apply for this License.
- Under the Foreign Business Act, companies that apply for the FBL cannot engage in the following activities unless special approval is granted:
- List 1: Business activities that are not permitted to foreigners.
- List 2: Business activities related to national safety or security, art, culture, traditions, customs and folklore, handicrafts and natural resources, and the environment.
- List 3: Business activities where Thai Nationals are not ready to compete with Foreigners.
- Examples of business activities that are strictly not allowed for foreigners in List 1 include business activities related to media, newspaper, rice farming, livestock farming, forestry and wood fabrication, extraction of Thai herbs, fishery within Thai waters and the sale of objects of historical value.
- While activities in List 1 are strictly prohibited for foreign companies with a FBL, activities in List 2 and List 3 are permitted to foreign companies under specific terms and conditions.
- Companies that wish to undertake any of the restricted activities listed in List 2 and List 3 will have to apply for a FBL.
- The minimum capital required for businesses that hold a FBL is THB 2 million. For businesses that conduct restricted activities listed in List 2 and List 3, the minimum capital requirement is THB 3 million.
Why register company in Thailand?
Before you choose to open a company in Thailand, it is important to understand the business landscape of the jurisdiction. This is to ensure that your newly established entity will be able to safely and legally conduct business while striving towards your long-term business goals.
- Thailand is part of many international organisations, the notable ones being Association of Southeast Asian Nations (ASEAN), World Trade Organization (WTO) and International Monetary Fund (IMF). It remains an active member especially within organisations in the region and also has many competitive bilateral free trade and partnership agreements with other Asian-Pacific economies such as New Zealand.
- While the nation has a Corruption Perceptions Index ranking 104/180, it has been actively trying to deal with its corruption issues through education and AI, which could be a business opportunity as well.
- The country also ranks 3rd for Protecting Minority Investors, which protects against misuse of corporate assets by directors for their personal gain as well as shareholder rights.
- Thailand is the second-largest economy among ASEAN countries. According to the World Bank, the country has been an upper-middle-income emerging market since 2011, in recognition of its economic achievements, strong fiscal stance and low public debts and inflation.
- In 2019, the country also has a Global Competitiveness Report Index of 62.4, ranked 40/141.
- It has a friendly business environment and has been successful in attracting foreign direct investments, both in terms of higher value-added production and expansion into new emerging export markets.
- According to UNESCO, Thailand has a 93% literacy rate, showing an educated workforce.
- While the nation faces the issues of corruption, it has taken steps to tackle this issue through AI, education campaigns in school, and cultural items such as songs, videos and games.
- It also has one of the lowest unemployment rates in the world, with an estimate of 0.8% in 2020.
- Thailand has proven to be quick to adapt. It was the first Southeast Asian nation to adopt agriculture biotechnology, and is always looking to improve.
- It doesn’t shy away from adopting new technology, within and outside farming. In Asia, it is one of the leading technology-savvy countries. Food certainty is getting important, and the country is evolving as the world’s food needs change as well.
- More people are moving into cybersecurity as a profession because technology is rapidly developing in the nation and they need more people to secure networks, protect data, and respond quickly to cyber-attacks.
- As tourism is the nation’s biggest industry, it has led to rapid economic developments over the decades, leading to a toll on natural resources.
- The country faces the issue of loss of biodiversity, air and water pollution, and deforestation. These major environmental challenges call for a demand in sustainable practices, and an opportunity for new, greener businesses.
- Many of the projects in the country are steering the industry toward agricultural technology (such as smart farming through the use of GPS) and food technology. Given Thailand’s position as one of the largest net food exporters, there is always the capacity to experiment with new technologies, which the government has been pushing for as well through new policies and projects.
Free Zone in Thailand
- The Thai government has been making efforts to open up more initiatives for foreign investors looking to trade, invest and register a business in the country. As a way to further promote border trade and address developmental gaps, the nation has invested in industrial estates, small, medium and large entrepreneurs in logistics, agricultural processing products, and labour-intensive manufacturing sectors. It also has multiple Special Economic Zones bordering neighbouring countries.
Sa Kaeo Province
- Located near a seaport and Bangkok, Sa Kaeo Province is a competent area for international wholesale and retail trading.
- The province is also located near Aranyaprathet International Border Checkpoint, one of the highest cross-border trade values between Thailand and Cambodia.
- The province deals largely in the areas of rice harvesting machinery, automobiles, motorcycles and non-carbonated drinks.
- Well-known as a tourism destination, the Trat province is an ideal Free Zone for companies in the tourism and service industries.
- The Free Zone is also connected to the Koh Kong Special economic development zone in Cambodia.
- This province largely exports beverages, milk and food supplements, granulated sugar, plastic utensils and motorcycles.
Chiang Rai Province
- Connected to the Yunnan Province in Southern China by land and sea, the province is a major trading route for goods traded between China and Thailand.
- Chiang Rai is a popular tourist destination and industries located in the area include agro and food processing, furniture, and wood products.
- This province largely exports consumer products, fuel oil, agricultural goods, livestock, and mangosteen.
- This province is an important channel to transport goods such as beverages, fruits, electronic parts to Vietnam and Southern China.
- It has attracted foreign investment such as factory producing camera parts (Nikon) and factory producing aircraft seats and equipment (Aeroworks).
- This province largely exports processor and memory units, printed circuits and other electronic parts.
Nakhon Phanom Province
- It is a commercial route through Vietnam and South China (Guangxi) with the highest value of the country, and has the potential to transport products to faraway eastern countries like Japan, Korea, Hong Kong and Taiwan.
- There are plans to develop and build the railway in Nakhon Phanom to connect to the main railway of Thailand. This provides the opportunity to expand logistic activities domestically and in other countries.
- The province mainly produces agricultural products such as rice, sugar cane and cassava.
Nong Khai Province
- The province is a channel for cross-border trade between Thailand and Laos.
- Nong Khai has a well-integrated transportation network that consists of road, rail and air transport facilities and vehicles.
- It is also a popular city to live in, which could be developed into an area for both local and foreign investors to reside in.
- This province largely exports petroleum, motorcycles and other vehicles.
- The province connects to Malaysia through the Asian Highway No. 18, which also connects to Singapore.
- Known as a commercial port for transporting fishing products, wood products, consumer goods and other kinds of products, the province largely exports boats and other consumer products.
- The Songkhla Province is located in the Indonesia-Malaysia-Thailand Growth Triangle (IMT-GT) and plays an important role in the expansion of economic activities to neighbouring countries.
- In addition, the province has a joint Special Economic Development Zone which is an attractive business location for investors in the service and manufacturing industries. The Zone also connects to the North-South Expressway in Malaysia which allows further opportunities for trade and investment.
- The province is connected with the special economic development zone of Myanmar and the eastern seaboard of Thailand.
- The customhouse and the governmental center are constructed in the allocated area of Baan Nampu Ron to certify activities of commerce, investment, tourism and logistics.
- This province deals largely in the areas of food products.
- The Western part of the Tak province links to Yangon, the economic capital of neighbouring Myanmar.
- This Myanmar border area has an abundance of labour to support development in the area.
Looking to register company in Thailand?
- Tetra Consultants will be your one-stop solution for your concerns regarding how to set up a company in Thailand. Our services include company formation, registered agent, registered address and business bank account opening.
- Contact us to find out more about how to register business in Thailand. Our dedicated and experienced team will revert within the next 24 hours and answer all your queries.
What is the best business in Thailand?
- The nation has a thriving tourism and agriculture sector. These are profitable sectors that you may consider when setting up a business in.
- The tourism sector constitutes a significant part of the country’s economy. Every year, a huge number of visitors flock to the nation to enjoy its beaches and to experience its culture. In fact, it is one of the most visited countries in the world, hence setting up a business in the tourism industry is likely to be profitable.
- Another industry to consider is the agriculture and fishing industry. Thailand is the world’s third-largest seafood exporter. Besides tourism, agriculture is the biggest industry, and half of the working population are also in agriculture. There are numerous business opportunities you can find in these sectors. For example, businesses that provide technology and equipment to improve farming and fishing methods are likely to have a huge client base domestically.
How much does it cost to start a new business in Thailand?
- There are no share capital requirements for a Thailand private limited company. However, private limited companies that have a majority of foreign shareholders are required to apply for a license to conduct business locally. The minimum capital requirement for the license is THB 2 million.
- Companies that apply for the Board of Investment (BOI) promotion will also require a minimum capital of THB 1 million.
- As for Tetra Consultants’ engagement fees, this will depend on the exact services required from Tetra Consultants. Our fees are inclusive of government fees and all fees will be clearly stated in our engagement letter prior to the start of the engagement. Tetra Consultants believes in transparency with our valued clients and there are no hidden fees.
Is a company secretary necessary to incorporate a company in Thailand?
- No, a company secretary is not necessary. However, Tetra Consultants will provide you with a local secretary to assist in the annual tax filing and accounting requirements.
What are the activities that a foreign company in Thailand cannot engage in?
- Under the Foreign Business Act, a foreign company in Thailand is strictly not allowed to engage in business activities stipulated in List 1. This includes business activities related to media, newspaper, rice farming, livestock farming, forestry and wood fabrication, extraction of Thai herbs, fishery within Thai waters and the sale of objects of historical value.
What is a Foreign Business License for?
- It refers to a license given to companies that wish to undertake business activities restricted to foreign nationals.
- Alternatively, companies with a majority of foreign shareholders are also required to apply for this license. This will allow foreigners to own more than 49% of the company.
What are the visas I can apply for?
- Tetra Consultants recommends the Business Visa for anyone starting a business. This visa is for individuals seeking to invest in a business, or an existing start-up, and who will be working within the business.
- Alternatively, specialists or experts of a certain field can choose to apply for the Non-Immigrant Expert Visa.
Where can I register my business in Thailand?
- Tetra Consultants can assist you to reserve your business name with the Department of Business Development.
- After the documents for incorporation are approved, Tetra Consultants will register the company with the Ministry of Commerce after the statutory meeting has convened.
- After registration, Tetra Consultants will assist your company in enrolling each member of the staff in the social security system.
How do I start a limited company in Thailand?
- To start a private limited company in Thailand, you must first have at least 3 shareholders and 1 director. The director does not have to be from a particular nationality or residency. However, foreign shareholders in the company can only hold up to 49% of the company’s shares.
- Tetra Consultants will assist you with the process to start a limited company in Thailand. Our team will assist you in drafting the Memorandum of Association and Articles of Association based on the KYC information provided and your business plan, respectively.
- A statutory meeting must be convened after the company obtains approval for incorporation documents. Tetra Consultants will register the company with the Ministry of Commerce after the statutory meeting has convened.
- After registration, the company will also have to enroll each member of the staff in the social security system. Tetra Consultants will assist you with this process.