Company Formation & Business in Thailand

Yes, in many sectors. A foreign individual or company can own 100% of a Thai company where the business activity is not on the restricted lists under the Foreign Business Act. Manufacturing, export, many services and most digital and professional activities are open to full foreign ownership.

Where the activity is restricted, two main routes remain. A Board of Investment promotion can lift the restriction for qualifying activities, and a US-owned company may rely on the Treaty of Amity for majority ownership in certain service sectors. Nominee structures, where Thais hold shares on behalf of foreigners, are unlawful and are increasingly scrutinised.

The right answer depends on the activity, the investors and the long-term plan. We assess the activity against the restricted lists before incorporation so the ownership structure is lawful from the first filing.

The Board of Investment (BOI) promotes activities Thailand wants to encourage: advanced manufacturing, agriculture and agri-processing, digital and creative industries, and targeted services. Promoted companies receive a package of incentives rather than a single benefit.

The core incentives include corporate income tax holidays of up to eight years, reduced import duty on machinery and raw materials, permission for foreign majority or full ownership, and the right to own land for the promoted activity. Promoted companies also receive streamlined work permit and visa treatment, which matters for businesses bringing foreign staff.

Promotion is not automatic. The application must show that the activity meets the criteria, with a credible business plan, qualifying capital and, in many categories, Thai employment or technology transfer. We prepare the application and manage the conditions the BOI attaches to approval.

A representative office lets a foreign company establish a presence in Thailand without trading. It can gather market information, liaise with customers and support the head office, but it cannot earn income in Thailand. The setup is lighter and the work permit quota smaller.

A Thai company, by contrast, can trade, employ, contract and generate revenue. It carries full compliance obligations: accounting, tax, social security and, for foreign staff, work permits tied to capital and Thai-to-foreign ratios.

The choice turns on intent. If the goal is to explore the market before committing, a representative office may suffice. If the goal is to operate and earn, a Thai company, with or without BOI promotion, is the right vehicle. We help founders choose before they spend on the wrong structure.

Directors of a Thai limited company carry personal duties. They must act honestly and in the company's interest, comply with the law and the company's articles, and ensure accounting, tax and statutory filings are made on time. Failure to file or to pay tax can give rise to personal liability for the directors.

Signing authority matters. A director's authority to bind the company should be defined in the articles and, where appropriate, limited by board resolution. Foreign directors should also consider the visa and work permit consequences of their appointment, and the impact if they later resign.

We advise boards on governance, draft director resolutions, and help remove or appoint directors with the DBD filings and the consequential changes to signing authority and work permits handled together.

The most frequent mistake is choosing the structure before understanding the activity. A company formed without checking the Foreign Business Act may turn out to be unable to do the intended business, or may need an unanticipated BOI application. The structure should follow the business plan, not lead it.

The second is under-capitalising. Registered capital affects work permit eligibility and the Thai-to-foreign ratio, and capital that is too low blocks the hire of foreign staff. The third is neglecting ongoing compliance: accounting, social security and annual filings are not optional, and lapses accumulate into penalties and director liability.

We address all three at incorporation: the activity is checked, the capital is set to support operations and staffing, and the compliance calendar is established from day one.