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Thailand Limited Company Registration

What is a Thai limited company?

A Limited Company, particularly a Private Thai Limited Company, is the most common and preferred form of business entity in Thailand. Its key characteristics under the current legal framework are as follows:

• It must have at least two shareholders, who must be natural persons at the time of registration, which can later be changed to juristic entities.
• The liability of each shareholder is limited to the unpaid portion of their shares.
• Shareholders do not typically manage daily operations; the company is managed by appointed directors.

According to (Civil and Commercial Code): "A limited company is a company formed with a registered capital divided into shares of equal value, where the liability of shareholders is limited to the amount unpaid on their respective shares."

Key requirements for incorporating a Private Limited Company in Thailand include:

1. Minimum Number of Shareholders:
   At least two shareholders are required at the time of registration and throughout the company’s operation.
2. Registered Office:
   The company must have a registered head office address in Thailand. A copy of the house registration (Tabien Ban) of the premises is required, along with a Letter of Consent from the landlord if applicable.
3. Minimum Registered Capital:
4. • For foreign-owned businesses operating in sectors not restricted by the Foreign Business Act, the minimum registered capital is 2 million THB.
   • For businesses in sectors restricted under the Foreign Business Act, the minimum registered capital is generally 3 million THB or more, depending on the specific business activity and ownership structure.
   • Thai majority-owned companies are not subject to Foreign Business Act capital requirements but must meet financial thresholds to support work permit applications for foreign employees.
5. Memorandum of Association:
   A Memorandum of Association (MOA) must be filed with the Department of Business Development (DBD), detailing the company name, objectives, capital structure, and shareholder information.
6. Statutory Meeting:
   After incorporation, a statutory meeting must be held to approve company bylaws, appoint directors, and make other necessary decisions.
7. Proof of Funds:
   For companies with foreign shareholders, a bank certification letter confirming adequate funds in the Thai shareholders’ personal bank accounts may be required as evidence of capital injection.
8. Signatures:
   All shareholders (promoters) and directors must sign the necessary incorporation documents submitted to the DBD.

Our Services

Thai limited companies are the most common form of business registration in Thailand. We are a full service Thai law firm. Let our Thai lawyers or any of our foreign lawyers provide you with guidance when registering your limited company in Thailand.

Limited Company Registration Packages

Note: All packages are exclusive of VAT and government fees.