Setting up a company in Thailand as a foreigner is possible, but it is governed by a strict legal framework that limits foreign ownership in many sectors. The Foreign Business Act (FBA) prevents foreigners from holding a majority of a company carrying out most restricted service and commercial activities. Exceptions exist (BOI promotion, a Foreign Business License, certain international treaties), but they require an upfront analysis of the planned activity. Here are the available structures, the conditions to meet and the practical steps to set up your company in Thailand.
Last updated: October 2026
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The legal framework: the Foreign Business Act (FBA)
The Foreign Business Act B.E. 2542 (1999) is the core law governing foreign participation in Thai companies. It sets out three lists of activities:
- List 1: activities completely closed to foreigners (for example traditional agriculture, land trading, certain media)
- List 2: activities requiring Cabinet approval for foreign majority ownership (activities linked to national security, culture or natural resources)
- List 3: activities requiring a Foreign Business License (FBL) for foreign majority ownership (most services, retail and wholesale below certain thresholds, construction, etc.)
Under the FBA, a company is “foreign” when foreigners hold 50% or more of its shares. A foreign company can carry out unlisted activities, such as most manufacturing, without a specific licence. For activities on Lists 2 and 3, foreign ownership is capped at 49% unless an exemption is obtained.
A foreign-owned company must also meet a minimum capital requirement under the FBA: at least 2 million THB, fully paid up before starting operations, and at least 3 million THB for each activity that requires an FBL.
The available legal structures
The private limited company (Co., Ltd.)
This is the structure most used by foreign investors in Thailand. It requires:
- At least 2 shareholders (individuals or companies). Since an amendment to the Civil and Commercial Code that took effect in February 2023, the minimum has been reduced from 3 to 2.
- Share capital divided into shares of equal value
- Each shareholder’s liability limited to their contribution
- At least one director, with no nationality or residency requirement
In practice, a Thai-majority company is usually set up with 1 million THB in capital or more. A foreign-majority company needs at least 2 million THB under the FBA. If foreign employees need work permits, the authorities expect 2 million THB in paid-up capital per work permit.
The branch office
A foreign company can open a branch in Thailand. A branch is an extension of the parent company, not a separate legal entity: the parent company remains liable for all its obligations. For restricted activities, the branch needs an FBL and at least 3 million THB in capital brought into Thailand. This structure is less common because it exposes the parent company more directly to Thai risks.
The representative office
A representative office cannot generate revenue in Thailand. It is limited to non-trading activities on behalf of the parent company, such as sourcing, quality control, market research and product information. Its minimum capital is 2 million THB, brought in over the first three years. It is a way to establish a presence in Thailand without doing business directly.
The public limited company (PLC)
Reserved for large companies planning to raise funds from the public or list on the Stock Exchange of Thailand. It requires at least 15 promoters and is governed by the Public Limited Companies Act. It is rarely used by foreign investors at the start-up stage.
Three routes to foreign majority ownership
Route 1: BOI promotion
This is the most advantageous route. A BOI-promoted company can be 100% foreign-owned in eligible sectors without needing an FBL for the promoted activity. On top of full ownership, BOI promotion brings tax incentives (corporate income tax exemption, typically from 3 to 8 years depending on the project), visa and work permit facilities, and specific land rights.
The BOI targets priority sectors: high technology, clean industry, smart agriculture, the digital economy, high value-added services, healthcare and projects in the Eastern Economic Corridor (EEC).
Route 2: the Foreign Business License (FBL)
The FBL allows a foreign-majority company to carry out List 3 activities. It is issued by the Department of Business Development (DBD) at the Ministry of Commerce. Applicants must notably show that the activity brings value to the Thai economy and does not unduly compete with Thai businesses.
The minimum capital is 3 million THB per restricted activity, or 25% of the estimated average annual operating expenses over three years if that amount is higher. The official review period is 60 days, but in practice, with questions and additional documents, allow 2 to 3 months or more.
Route 3: international treaties
Some treaties allow nationals of specific countries to hold a majority in Thai companies:
- Thailand–United States Treaty of Amity: allows US citizens and US companies to hold majority or full ownership for most commercial activities, with exceptions (communications, transport, banking, land, natural resources, etc.)
- Thailand–Australia (TAFTA) and Japan–Thailand (JTEPA) agreements: provide more limited openings in certain sectors
European and Chinese investors have no equivalent general treaty right. For them, BOI promotion or an FBL remain the routes to majority ownership in restricted activities.
Conditions for employing foreigners
If your company needs to hire foreign staff, two conditions are generally applied to non-BOI companies:
- Paid-up capital of 2 million THB per foreign employee applying for a work permit
- A ratio of 4 Thai employees for each foreign employee
BOI companies are subject to separate rules, with their own salary and ratio criteria. See our dedicated article: Hiring Foreigners in a BOI Company in Thailand: The 2026 Rules.
Steps to set up a private limited company (Co., Ltd.)
- Check the activity: make sure the planned activity is not restricted by the FBA, or identify the applicable exemption (BOI, FBL, treaty).
- Reserve the company name: with the Department of Business Development (DBD). The name must follow Thai naming rules and not already be in use.
- Draft the Memorandum of Association: the founding document stating the name, registered office, business objectives, capital and the promoters.
- Hold the statutory meeting: adoption of the articles of association, appointment of the directors, confirmation of the paid-up capital.
- Register with the DBD: filing of the complete application. A standard company is usually registered within 1 to 3 working days once the file is complete.
- Tax registration: the company registration number serves as the tax identification number. VAT registration is required once annual turnover exceeds 1.8 million THB.
- Open a corporate bank account: required to receive payments, inject the capital and pay salaries.
- Apply for work permits: once the company is registered, foreign directors and employees can apply for their visas and work permits.
Pitfalls to avoid
The nominee structure
Using Thai front shareholders to get around the 49% limit is illegal. It violates the FBA and exposes both the foreigners and the Thai nominees to criminal penalties, including fines, imprisonment and a court order to stop the business. The Thai authorities have stepped up enforcement against these structures since 2024–2025. It is not a legal alternative.
Confusing company registration with the right to work
Setting up a company does not automatically give you the right to work in Thailand. A foreign director must hold a valid work permit to carry out their duties in the country. Company registration and the work permit are two separate procedures.
Undercapitalising the company
Capital that is too low can block work permits and the licences you need. It is also a negative signal for banks and business partners. Plan your capital according to the structure, the activity and the number of foreign employees you expect to hire.
Comparison table of the main structures
| Structure | Maximum foreign ownership | Minimum shareholders | Minimum capital in practice | Commercial activity |
|---|---|---|---|---|
| Co., Ltd. (restricted activity, no exemption) | 49% | 2 | Usually 1 million THB or more (2 million THB per work permit) | Yes |
| Co., Ltd. (unrestricted activity, e.g. manufacturing) | 100% | 2 | 2 million THB (FBA) | Yes |
| Co., Ltd. + BOI | 100% in eligible sectors | 2 | Depends on the BOI project | Yes, plus tax incentives |
| Co., Ltd. + FBL | 100% | 2 | 3 million THB per restricted activity | Yes, for the licensed activity |
| Branch office | 100% (part of the parent) | Not applicable | 3 million THB if an FBL is required | Yes, depending on the activity |
| Representative office | 100% (part of the parent) | Not applicable | 2 million THB over 3 years | No (non-trading only) |
Key takeaways
- The Foreign Business Act caps foreign ownership at 49% for restricted activities, which include most services and many commercial activities in Thailand.
- Three routes allow majority foreign ownership in restricted activities: BOI promotion, a Foreign Business License (FBL), or certain bilateral treaties (such as the Treaty of Amity for US investors).
- The most common structure is the private limited company (Co., Ltd.), which has required only 2 shareholders since February 2023.
- A foreign-majority company needs at least 2 million THB in capital, or 3 million THB per activity requiring an FBL.
- Outside the BOI, work permits generally require 2 million THB in paid-up capital and 4 Thai employees per foreign employee.
- Nominee structures are illegal and are being actively prosecuted since 2024–2025.
- Setting up a company does not give the right to work: every foreign director working in Thailand needs a separate work permit.
Frequently asked questions about setting up a company in Thailand as a foreigner
Can a foreigner own 100% of a company in Thailand?
Yes, under conditions. For activities not restricted by the FBA, such as most manufacturing, a company can be 100% foreign-owned. For restricted activities, you need BOI promotion, an FBL, or an applicable bilateral treaty such as the Treaty of Amity for US investors. European and Chinese investors have no equivalent general treaty.
What is the minimum capital to set up a company in Thailand?
Thai law sets no general minimum for a Thai-majority company, but 1 million THB is common in practice. A foreign-majority company needs at least 2 million THB under the FBA, or 3 million THB per restricted activity requiring an FBL. Each work permit generally requires 2 million THB of paid-up capital outside the BOI.
How many shareholders does a Thai company need?
At least 2 since February 2023, when an amendment to the Civil and Commercial Code reduced the minimum from 3. The company must keep at least 2 shareholders at all times; otherwise it risks court-ordered dissolution.
How long does it take to set up a company in Thailand?
Registering a standard Co., Ltd. takes 1 to 3 working days once the complete file is filed with the DBD. Including the preparation of documents, the whole process usually takes 2 to 4 weeks. Structures requiring an FBL or BOI promotion take much longer: around 2 to 3 months for an FBL, and 40 to 90 working days for a BOI application depending on the size of the investment.
Does a foreign shareholder need a work permit to run their company?
Yes, if they work in Thailand. Being a shareholder or director of a Thai company does not give the right to work in Thailand. Any foreign director carrying out operational duties in the country must hold a valid work permit.
What is a nominee structure and why is it risky?
A nominee structure uses Thai front shareholders so that a company appears Thai and escapes the FBA restrictions. It is illegal. The authorities have been actively prosecuting these arrangements since 2024–2025. Penalties include fines and imprisonment for both the foreigners and the Thai nominees, and a court order to stop the business.
Is BOI promotion available for every activity?
No. The BOI targets priority sectors defined by its investment policy: high technology, clean industry, the digital economy, smart agriculture, healthcare, high value-added services and EEC projects. Retail, restaurants and services to individuals are generally not eligible.
Can you set up a company in Thailand without living there?
Yes, technically. Registration can be carried out under a power of attorney. In practice, running a Thai company day to day requires a physical presence or a trusted local representative. Foreign directors who want to work from Thailand still need a Non-Immigrant B visa and a work permit.
Conclusion
Setting up a company in Thailand is achievable, but it requires a rigorous upfront analysis of the legal framework that applies to your activity. The legal structure, the level of foreign ownership, the share capital and any required exemptions must be defined before registration. BOI promotion remains the most advantageous route for foreign investors who want full ownership and the best conditions for employing foreign staff.
If you want support setting up your company in Thailand, from the feasibility analysis and choice of structure to the BOI or FBL application, contact our team. We support foreign investors through every step of setting up and running a company in Thailand.
