Formation · Business structures

Private Limited Company

The Thai equivalent of a limited liability company — and the structure most foreign businesses choose. Limited liability, a flexible share structure, and a clear route to work permits and a corporate bank account.

Overview

The default vehicle for doing business in Thailand.

A Thai private limited company is a separate legal person owned by its shareholders, whose liability is limited to any unpaid amount on their shares. It can trade, hire staff, sponsor work permits, and hold a corporate bank account — which is why it's the usual first step for a foreign business.

Ownership is where the structure decision really sits. A standard company defaults to 49% foreign / 51% Thai, but full foreign ownership is possible through BOI promotion, a Foreign Business License, the US Treaty of Amity, or by operating an activity that isn't restricted under the Foreign Business Act. We confirm the right route before filing.

Key features

  • Separate legal entity with limited liability for shareholders
  • Minimum two shareholders — reduced from three on 7 February 2023 — and at least one director
  • No general minimum capital, but roughly THB 2 million of registered capital is needed per foreign work permit
  • Flexible share classes so founders can keep control
  • Can register for VAT, sponsor work permits, and open a corporate bank account
  • Any lawful, properly licensed activity

Foreign ownership

  • Default 49/51. Foreigners hold up to 49%; a Thai partner holds the majority.
  • 100% foreign-owned via BOI promotion, a Foreign Business License, the Treaty of Amity (US citizens), or an unrestricted activity such as manufacturing or export.
  • Since 1 January 2026 (DBD Order No. 2/2568), Thai shareholders in a company with foreign involvement must evidence their source of funds — we prepare this as standard.

How long it takes

A Thai-majority company can be registered in about a week. A foreign-majority company that needs a Foreign Business License typically takes 3–4 months, because the license is approved separately by the Ministry of Commerce.

How we set it up

Structure call

We confirm activity, ownership split, capital, and the visas the founders need — and lock the right structure.

Drafting & name reservation

Name reserved with the DBD; Memorandum and Articles of Association drafted in Thai and English.

Statutory meeting & registration

Promoter meeting, share allocation, and DBD registration; the certificate issues within a few business days.

Post-incorporation

Tax ID, VAT and Social Security registration, corporate seal, and bank-account introductions — then ongoing corporate secretarial.

Frequently asked

How many shareholders do I need?

At least two. The Civil and Commercial Code amendment effective 7 February 2023 reduced the minimum from three to two, and a company must keep at least two shareholders at all times.

Is there a minimum capital?

There's no general minimum for a Thai-majority company with no foreign staff. In practice you need around THB 2 million of registered capital for each foreign employee you intend to sponsor for a work permit.

Can the company be 100% foreign-owned?

Yes — through BOI promotion, a Foreign Business License, the Treaty of Amity for US citizens, or by operating an activity that isn't restricted under the Foreign Business Act. Otherwise the default is 49% foreign / 51% Thai.

How is it taxed?

Corporate income tax is 20%, with reduced SME rates (0% on the first THB 300,000 of net profit, 15% to THB 3 million) for companies with paid-up capital up to THB 5 million and revenue up to THB 30 million.

Reviewed by the Khonsu Legal team · 1 July 2026

Speak with our team

Tell us the activity and the ownership you want — we'll confirm the structure, usually within one business day.

WhatsApp +66 95 332 2447 Send an Enquiry Call +66 2 026 0600

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Schedule a consultation with our multilingual legal and accounting team.