Registering a private limited company in Thailand involves five steps with the Department of Business Development (DBD): name reservation, filing of the Memorandum of Association, the statutory meeting, the registration application, and tax registration. Since 2026, companies with foreign shareholders or a foreign authorised director must also file additional documents proving where the Thai capital comes from. These rules are now set by DBD Order No. 2/2569, in force since 1 August 2026, which replaced the earlier orders issued in December 2025 and March 2026.
Last updated: October 2026
The five registration steps
The private limited company is the most common structure for foreign investors in Thailand. Since 7 February 2023, it requires at least two promoters and two shareholders, instead of three previously.
Step 1: reserve the company name
The name is reserved online on the DBD website. Once approved, the reservation is valid for 30 days, during which the Memorandum of Association must be filed.
Step 2: file the Memorandum of Association
The Memorandum of Association (MOA) sets out the company name, its objectives, the registered office and the share capital. It is signed by at least two promoters and filed with the DBD within 30 days of the name approval. Each promoter must subscribe at least one share, and each share must have a par value of at least 5 baht. Once registered, the MOA is valid for 3 years: if the company is not registered within that period, the MOA lapses.
Step 3: hold the statutory meeting
The statutory meeting brings together the subscribers to adopt the Articles of Association, appoint the directors and auditor, and approve the payment of shares. Two routes are possible:
- Standard route: once all shares are subscribed, the promoters send a notice of the meeting to the subscribers at least 7 days in advance.
- One-day route: when the promoters subscribe all the shares themselves and all subscribers attend and approve, the meeting can be held without prior notice, and the MOA and the company registration can be filed on the same day.
In both cases, at least 25% of the par value of each share must be paid before registration.
Step 4: file the registration application
The directors file the registration application online or at a DBD office within 3 months of the statutory meeting. After that deadline, the meeting is void and must be held again. The DBD then issues the company’s certificate of registration, and the company becomes a legal entity.
Step 5: register for tax
The company’s 13-digit registration number is also its tax identification number. Under Revenue Department rules, a company subject to corporate income tax must complete its tax registration within 60 days of becoming a Thai juristic person. VAT registration is required within 30 days of annual turnover exceeding 1.8 million baht. For the main taxes, see our article on corporate tax in Thailand.
What changed in 2026: the anti-nominee documents
To combat nominee structures, in which Thai nationals hold shares on behalf of foreigners without really investing, the DBD added documentary requirements in December 2025 (Order No. 2/2568) and March 2026 (Order No. 1/2569). Both were repealed and replaced by Order No. 2/2569, signed on 14 July 2026 and in force since 1 August 2026. Applications filed before 1 August 2026 remain under the previous orders.
At incorporation
Two types of new companies are covered:
- a company in which foreign shareholders hold less than 50% of the capital;
- a wholly Thai-owned company with a foreign director authorised to sign, alone or jointly.
For these companies, the registration application must include:
- an Investment Explanation Letter, on the DBD’s prescribed form, setting out how the share capital was paid and received;
- a bank statement for each Thai shareholder, covering the three months before the payment for their shares and showing the corresponding transactions;
- a bank statement of the account that received the capital, usually the director’s, showing the amounts and dates received from each shareholder. If that director also paid for their own shares from the same account, the statement must cover the three months before the funds were received.
In practice, each Thai shareholder must be able to show that they had and used their own funds. A simple bank balance certificate is no longer enough.
For later changes
An Investment Confirmation Letter, signed by the authorised directors, is required when a change gives a foreign director signing authority in a company where all authorised directors were previously Thai. This applies to all companies, whatever their registration date.
For companies registered on or after 1 August 2026, such a change made within one year of incorporation also requires an Investment Explanation Letter and a bank statement showing that the registered capital was fully paid by each shareholder. This closes a common practice: registering an all-Thai company to avoid the checks, then adding a foreign director shortly afterwards.
The risks of a false statement
By signing the confirmation letter, the directors acknowledge the legal consequences of providing false information to the DBD and agree that it can be shared with law enforcement agencies. Giving false information to an official is a criminal offence under the Criminal Code, in addition to the penalties for nominee arrangements under section 36 of the Foreign Business Act: up to three years’ imprisonment and a fine of 100,000 to 1 million baht. See our article on nominee companies in Thailand.
Capital: what amount to plan for
There is no general legal minimum capital for a Thai private limited company. In practice, several rules set the amount:
- Foreign-majority company: under the Foreign Business Act, at least 2 million baht for an unrestricted activity, and at least 3 million baht per activity requiring a Foreign Business Licence. See our guide to the Foreign Business Act.
- Work permits: outside BOI promotion, the authorities generally expect about 2 million baht of paid-up capital for each foreign employee who needs a work permit, with Thai staff employed alongside them.
- BOI-promoted company: the capital and foreign staff requirements depend on the project. See our guide to BOI promotion.
Other legal forms
The five steps above apply to the private limited company. Other structures follow different rules:
- Sole proprietorship and unregistered ordinary partnership: no registration as a legal entity.
- Registered ordinary partnership and limited partnership: no MOA or statutory meeting; the registration application is filed directly. Order No. 2/2569 also applies to partnerships with foreign partners.
- Public limited company: governed by the Public Limited Companies Act, with additional requirements.
After registration: the first obligations
- Bank account: open a corporate bank account to receive the capital and run operations. See our article on opening a business bank account.
- Employees: register with the Social Security Office and comply with Thai labour law from the first hire. See our article on Thai labour law for foreign employers.
- First general meeting: within 6 months of registration.
- Accounting: keep accounts and have the financial statements audited every year, including in a year with no activity.
Annual DBD filings and penalties
Every Thai company, including a dormant company with no revenue, must have its financial statements audited and filed with the DBD every year. For a company with a 31 December year-end, the calendar is:
| Obligation | Deadline | Usual deadline (31 December year-end) |
|---|---|---|
| Annual general meeting approving the audited financial statements | Within 4 months of the year-end | 30 April |
| Shareholders’ list (BOJ.5) filed with the DBD | Within 14 days of the meeting | Mid-May at the latest |
| Audited financial statements filed with the DBD (DBD e-Filing) | Within 1 month of the meeting | End of May at the latest |
| Corporate income tax return (PND 50) filed with the Revenue Department | Within 150 days of the year-end | End of May |
The DBD filings and the tax return are separate obligations, with their own deadlines, and must both be tracked.
Late filing is penalised both for the company and for its managing director. Under the DBD’s settlement schedule, a late filing of the financial statements costs 1,000 baht each if filed within 2 months of the deadline, 4,000 baht each between 2 and 4 months, and 6,000 baht each beyond 4 months. The statutory maximum is 50,000 baht. Failing to hold the annual general meeting on time is a separate offence, with fines of up to 20,000 baht for the company and 50,000 baht for the directors.
A company that fails to file its financial statements for three consecutive years can be treated as no longer operating and struck off the register. In August 2026, the DBD published a list of more than 11,000 Bangkok companies in this situation, which had 90 days to respond before removal. A struck-off company loses its legal personality, the liabilities of its directors and shareholders remain enforceable, and reinstatement requires a court application.
Checking a Thai company: DBD DataWarehouse
The DBD’s public database, DBD DataWarehouse, lets anyone look up a registered Thai company: registration number, registered capital, directors, authorised signatories, objectives and filed financial statements. It is a useful first check before signing with a Thai partner, supplier or distributor. The BOJ.5 shows the registered shareholders, which are not necessarily the ultimate beneficial owners.
Key takeaways
- A Thai private limited company is registered in five steps: name reservation, MOA, statutory meeting, registration application and tax registration.
- Two promoters and two shareholders are enough since February 2023, and the MOA is valid for 3 years.
- At least 25% of each share must be paid, and the company must be registered within 3 months of the statutory meeting.
- Since 1 August 2026, DBD Order No. 2/2569 requires an Investment Explanation Letter and three months of bank statements from Thai shareholders when foreigners hold less than 50%, or when a Thai company has a foreign authorised director.
- Adding a foreign authorised director to an all-Thai company later requires an Investment Confirmation Letter.
- False statements expose the signatories to criminal liability, on top of the Foreign Business Act penalties for nominee arrangements.
- Every company, even dormant, must file audited financial statements with the DBD each year; three consecutive years without filing can lead to removal from the register.
Frequently asked questions
How long does it take to register a company in Thailand?
With the one-day route, the MOA and the company registration can be filed on the same day. In practice, preparing the documents, including the bank statements now required for some structures, and the tax and bank formalities add several weeks to the overall timeline.
How many founders are needed to set up a Thai company?
At least two promoters and two shareholders, since the Civil and Commercial Code amendment that came into force on 7 February 2023. Previously, three were required.
Do the new bank statement rules apply to every company?
No. At incorporation, they apply to companies in which foreigners hold less than 50% of the capital, and to wholly Thai-owned companies with a foreign authorised director. A company that is 50% or more foreign-owned is not covered by these specific documents, but must comply with the Foreign Business Act.
Are companies registered before 2026 affected?
Yes, for qualifying changes. If a foreign director is given signing authority in a company where all authorised directors were Thai, an Investment Confirmation Letter is required, whatever the company’s registration date.
Can a Thai company be registered first and a foreign director added later?
Yes, but not as a way around the checks. The change requires an Investment Confirmation Letter, and for companies registered since 1 August 2026, a change within the first year also requires bank statements proving the capital was fully paid.
What happens in case of a false statement?
Giving false information to the registrar is a criminal offence, and the DBD can pass the information to law enforcement agencies. Nominee arrangements are also punishable under the Foreign Business Act by up to three years’ imprisonment and a fine of up to 1 million baht.
Is there a minimum capital for a Thai company?
There is no general legal minimum. A foreign-majority company needs at least 2 million baht, or 3 million baht per activity requiring a Foreign Business Licence. Outside BOI promotion, about 2 million baht of paid-up capital is generally expected for each foreign employee with a work permit.
Does a dormant company still have to file its accounts?
Yes. Every registered company must keep accounts, have its financial statements audited and file them with the DBD each year, even without activity or revenue. After three consecutive years without filing, the DBD can strike the company off the register.
What are the penalties for filing financial statements late?
Under the DBD’s settlement schedule, 1,000 baht for the company and 1,000 baht for the managing director if filed within 2 months of the deadline, rising to 4,000 and then 6,000 baht each beyond 4 months. The statutory maximum is 50,000 baht.
Conclusion
Registering a company in Thailand remains straightforward for foreign investors, but the 2026 rules require more preparation, especially for structures with Thai shareholders or a foreign authorised director. Checking the shareholding, the source of funds and the bank statements before filing avoids rejected applications and delays.
Our team handles company registration for foreign investors, from the choice of structure to the DBD filings, bank account and accounting. Contact us to discuss your project.
