Define the activity before the share structure
Thailand’s foreign-business restrictions are activity-specific. Write a precise description of what the company will sell, who will perform it, where customers are located and whether any regulated profession or sector is involved.
A broad memorandum or registration category does not guarantee permission to conduct a restricted activity. Check the Foreign Business Act, sector legislation, licensing and any investment-promotion route together.
Foreign ownership and nominees
A company with foreign ownership above the relevant threshold may be treated as foreign for restricted-business purposes.
Available routes can include operating outside restricted activities, obtaining a Foreign Business Licence or Certificate, or qualifying for BOI promotion or another exception.
Thai shareholders must be genuine investors and owners. Nominee arrangements used only to evade foreign-ownership restrictions are not a legitimate formation strategy.
Formation sequence
- Confirm activity and foreign-ownership position
- Reserve and register the company through the proper authority
- Put genuine capital and shareholder records in place
- Register tax and VAT where required
- Open appropriate company banking
- Obtain sector licences
- Arrange visa and work authorisation before commencing work
- Establish bookkeeping, payroll, social security and audit processes
Capital, staffing and work permits
Capital and Thai-employee requirements depend on the work-permit route, ownership, promotion and facts. Widely repeated general ratios may not apply to a BOI-promoted project or every category of worker.
Separate registered capital from evidence that capital has been paid and used. Budget for payroll, social security, accounting, audit, tax filings, licences and immigration renewals rather than only the incorporation fee.
Tax and accounting
A Thai company can face Corporate Income Tax, VAT, withholding tax, payroll and social-security obligations. Filing frequencies differ and some returns are required even where no payment is due.
Use a Thai accountant familiar with the company’s actual transactions and any overseas related party. Intercompany services, loans, royalties and management charges require agreements and supporting evidence.
BOI investment promotion
BOI promotion can provide benefits and facilitation to qualifying projects in targeted activities. It is an application based on the project and conditions, not an automatic entitlement for a British-owned company.
Model the continuing compliance obligations and approved scope. Benefits can be at risk if the business operates outside the promoted activity or fails to meet conditions.
Frequently asked questions
Can I form a Thai company solely to obtain a work permit?
The company must be genuine, properly capitalised where required and carry on lawful activity. Immigration and work-permit criteria, staffing, tax and corporate compliance continue after incorporation.
Is BOI promotion available to any foreign founder?
No. The project and activity must meet the relevant BOI criteria and conditions.
Promotion should be assessed before incorporation decisions are finalised.
Can I use nominee Thai shareholders?
No legitimate plan should rely on shareholders who hold shares only on behalf of a foreign owner to circumvent restrictions. Obtain Thai legal advice on a transparent ownership structure.