Company Registration & Foreign Business Setup

Under Section 8 and List 3 of the Foreign Business Act B.E. 2542 (1999), foreigners are prohibited from holding more than 49% of shares in service businesses, retail, wholesale, consultancy, engineering, and brokerage unless a special statutory exemption or Foreign Business License (FBL) is obtained. Most standard commercial entities must maintain at least 51% Thai shareholding.

Holding shares on behalf of foreigners (nominee structuring) is strictly prohibited under Sections 36 and 37 of the FBA. Criminal penalties include imprisonment for up to 3 years, fines from 100,000 to 1,000,000 THB, and court-mandated dissolution. Under Department of Business Development (DBD) Orders No. 2/2568 and 2/2569, whenever foreign equity reaches 40%–49% or a foreign director exercises sole signing power, all Thai shareholders must submit 3 continuous months of bank statements proving authentic source of funds.

Promotion by the Thailand Board of Investment (BOI) under Section 27 of the Investment Promotion Act B.E. 2520 enables 100% foreign equity ownership in promoted categories (e.g. Category 5.9 Digital Platforms, Software, Automation, and Regional HQs). Benefits include Corporate Income Tax (CIT) holidays for up to 8–13 years, land ownership rights, and expedited Digital Work Permits through the One Start One Stop Investment Center (OSOS at One Bangkok), completely exempt from the standard 4:1 Thai employee quota.

The U.S.-Thailand Treaty of Amity and Economic Relations (1966) grants American citizens and majority US-owned corporations "National Treatment", allowing 100% American equity in commercial and service operations exempt from FBA List 3. The certification follows three stages: (1) Thai incorporation, (2) U.S. Commercial Service certification letter, and (3) DBD Foreign Business Certificate (FBC) issuance. Reserved sectors (communications, transport, banking, land ownership, and domestic agricultural trade) remain excluded.

Opening a corporate account as an expat director involves stringent Bank of Thailand and AMLO compliance. We prepare board resolutions, certified corporate registries, and shareholder lists, coordinating direct onboarding with trusted commercial branches at Kasikornbank (KBank - premier digital banking), Bangkok Bank (preferred for international trade and Non-B visas), and SCB.

Expats frequently encounter the circular dilemma where banks demand a Work Permit to open an account, yet the Labour Department requires corporate capital and company bank records to grant a Work Permit. We resolve this by structuring dual-director signing mandates, utilizing pre-cleared bank partner branches accepting Non-B visas with incorporation covenants, or staging signatory power until the digital work permit is activated.

Yes, through three recognized legal routes: (1) Board of Investment (BOI) promotion for eligible tech, manufacturing, or service sectors; (2) U.S.-Thailand Treaty of Amity for American citizens; or (3) obtaining a Foreign Business License (FBL). Otherwise, standard service enterprises are capped at 49% foreign shareholding under FBA List 3.

Using nominal Thai shareholders to circumvent foreign equity caps carries severe criminal penalties under Section 36 of the FBA: up to 3 years imprisonment, fines up to 1,000,000 THB, and court-ordered dissolution. Furthermore, DBD Orders require Thai shareholders in companies with foreign directors or 40%-49% foreign equity to furnish 3 months of bank statements proving legitimate personal capital.

Under Department of Employment regulations, a company must maintain 2,000,000 THB fully paid-up capital and employ at least 4 permanent Thai staff registered with the Social Security Office (สปส. 1-10) per foreign work permit. If legally married to a Thai national, the requirement drops to 1,000,000 THB capital and 2 Thai employees.

We assist foreign directors with corporate bank account opening at Kasikornbank, Bangkok Bank, and SCB by preparing corporate board resolutions, verified DBD affidavits, and compliance filings. We also assist in resolving the Work Permit prerequisite through structured authorized signing mandates.

Under the Civil and Commercial Code Amendment Act (No. 23) B.E. 2565 (effective February 7, 2023), Section 1097 requires a minimum of only two (2) promoters and shareholders to incorporate a Thai private limited company (reduced from 3).

Once shareholder details, corporate structure, and registered address documents are confirmed, the formal incorporation filing with the DBD is typically approved within 1 to 3 working days.