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A Thai limited company is the local equivalent of a Limited Liability Company (LLC) and is the most popular structure used by both Thai and foreign investors to set up a business in Thailand.

The liability of shareholders and directors is limited to the amount of capital they have invested in the business. Thai limited companies can operate in a wide range of business activities, subject to relevant licences, and may be owned by both Thai and foreign shareholders. 100 percent foreign ownership is also possible, but depends on the nature of the business and any applicable regulations.

To set up a Thai limited company, the basic requirements include at least two shareholders, one director, a registered business address in Thailand, and sufficient registered capital, particularly where foreign employees are involved.

A minimum of 2 shareholders and 1 director are required to incorporate a company in Thailand. Foreigners can hold 100% of the shares in a Thai limited company. However, for businesses in certain sectors full foreign ownership is restricted under the Foreign Business Act and a Thai national is required to hold over 50% of the shares.

Please note, the use of nominee shareholders to avoid the restrictions of the Foreign Business Act is illegal and currently subject to a strict crackdown by the DBD.

Setting up a company in Thailand requires a minimum amount of registered capital. The amount required varies depending on the company structure, level of foreign ownership, and whether foreign employees will require work permits.

For many private limited companies, a registered capital of THB 50,000 is used when registering the company. However, foreign-owned companies that intend to sponsor work permits are subject to higher capital requirements — 2 million THB in registered capital per foreign employee.

Companies applying for BOI promotion or operating under a Foreign Business Licence (FBL) must also meet specific capital thresholds based on the nature and scale of the business activity. Certain exceptions may apply in limited circumstances, such as reduced capital requirements for foreigners married to Thai nationals (1 million THB instead of 2 million THB).

All companies in Thailand are required to have a physical registered address. The registered address must be a physical or virtual office address and cannot be a P.O. Box. The address must also be located in the same province where the company is registered.

A registered business address is the official address where a company receives legal documents, government correspondence, and other formal notices. It is used for various registrations and filings, including company registration, VAT registration, Social Security Fund registration, and work permit registration.

Failure to comply with these requirements may lead to administrative penalties or, in serious cases, the cancellation of the company's registration.

Thai Limited Companies are the Thai equivalent of a Limited Liability Company (LLC). Under this structure, shareholders benefit from limited liability, meaning their financial responsibility is generally limited to the amount of capital they have invested in the company.

Yes, a foreigner can own 100% of a company in Thailand, but this depends on the type of business activity involved. Thailand's Foreign Business Act restricts foreign ownership in more than 50 categories of business, including many activities that are popular among foreign investors.

Examples of business activities that are not restricted for foreign ownership include export businesses (all clients and revenue must be generated from outside Thailand) and manufacturing activities.

If a foreign investor wishes to carry out a restricted business activity through a foreign-owned company, additional approvals are required — such as obtaining a Foreign Business Licence or applying for a promotion from the Board of Investment (BOI). For companies owned by U.S. citizens, the US-Thailand Treaty of Amity can also provide the possibility of 100% foreign ownership for eligible activities.

The Thailand Board of Investment (BOI) is a government agency established in 1966 that promotes foreign investment in Thailand by providing various incentives. These include 100% foreign ownership, potential exemptions from corporate income tax, reductions on import duties, and special permissions for foreign skilled workers including reduced requirements for obtaining a work permit.

There is a common misconception that the BOI only promotes high-level and technologically advanced projects, but in practice this is not the case. The BOI offers promotions across a wide variety of business activities including digital activities, co-working spaces, real estate, and business process outsourcing (BPO), including back-office support services.

Obtaining a BOI promotion can remove many of the barriers that foreign-owned companies often face in Thailand. The key benefits include:

• Eligibility for 100 percent foreign ownership
• Eligibility for a Foreign Business Certificate to undertake restricted activities
• Corporate income tax holidays of up to 13 years
• Import duty exemptions on machinery and qualifying materials
• Possibility to own land
• Reduced requirements to support work permit and visa processing

A Foreign Business Licence (FBL) is an official approval awarded to foreign investors or foreign-owned companies that wish to carry out business activities restricted under Thailand's Foreign Business Act. An FBL provides legal authorisation for a company to carry out specific restricted activities, limited to those expressly approved under the licence.

In practice, obtaining an FBL is difficult. The application process is highly selective and requires detailed documentation, a clear explanation of the proposed business, and evidence that the activity will provide a benefit to Thailand. Approval is not guaranteed and each application is assessed on a case-by-case basis, with only a limited number of Foreign Business Licences granted each year.

The Foreign Business Act (FBA) splits business activities into three lists. List 1 comprises businesses strictly prohibited to foreigners. List 2 covers businesses that impact national safety, security, arts, culture, and the environment — requiring Cabinet approval. List 3 includes businesses where Thai nationals are not yet ready to compete with foreigners — requiring Director-General approval.

Examples of activities that generally cannot be undertaken by foreign-owned companies without an FBL include:

• Retail and wholesale businesses (unless registered capital is at least THB 100,000,000)
• Hospitality and tourism businesses
• Restaurants and food service establishments
• Education and training institutions
• Real estate and property development
• Legal and accounting services
• Healthcare and medical services
• Advertising and media agencies

When considering an FBL application, the Ministry of Commerce will assess whether the proposed business activity aligns with Thailand's economic and national interests. Key factors typically considered include:

• The potential advantages and disadvantages to national security and public interest
• The contribution to Thailand's economic and social development
• Whether there will be a transfer of technology
• The size, scale, and investment value of the business
• The level of employment and opportunities created for Thai nationals

In practice, applications are more likely to be approved where the business is viewed as contributing clear benefits to Thailand, supports the development of local industries, and does not directly compete with Thai-owned businesses.

Starting a business in Thailand will in all likelihood require a company to apply for a business licence or permit in order to legally operate. Any required licences are dependent on the business activities of the company. Common examples include:

• Medical: Licences vary by activity (services, manufacturing, research, FDA approval)
• Cannabis: Controlled activity requiring licences for sale, production, and import
• E-commerce: Mandatory registration within 30 days of website launch
• Restaurants & bars: Restaurant, liquor, and music licences (annual renewal)
• Financial services: Regulated by the Bank of Thailand and Ministry of Finance
• Import/export: Permits depend on goods, plus customs registration
• Travel agencies: Tourism licence required, with majority Thai ownership
• Education: Approval required from relevant authorities based on activity

In practice, most business activities will require some kind of business licence. Popular examples include:

• Hotels, guest houses, and short-term rentals
• Bars and restaurants
• Tourism-related businesses
• Education (e.g. language schools, nurseries)
• Medical services, hospitals, and clinics
• Spas and massage parlours
• Entertainment venues

Companies operating without the required licences may be subject to:

• Financial fines and, in certain cases, criminal liability
• Suspension of business operations
• Orders to cease activities or close the business entirely

For foreign investors looking to start a business in Thailand, the key steps are as follows:

• Define your business activity and ownership: Your activities determine whether you can hold 100% foreign ownership or if restrictions apply under the Foreign Business Act.
• Incorporate the company: At least 2 shareholders, 1 director, and a registered address in Thailand are required.
• Meet capital requirements: Many companies register with THB 50,000, but THB 2 million per foreign employee is required for work permits.
• Obtain any required business licences: Most businesses require licences depending on their activity.
• Complete registrations: This includes VAT, social security, and work permits if applicable.

In practice, it is recommended to check BOI eligibility first, as it may allow 100% foreign ownership and provide additional incentives.

A BOI promotion and a Foreign Business Licence (FBL) are both options for foreign investors to undertake restricted activities as a foreign-owned company in Thailand, but they serve different purposes.

An FBL is a permission granted under the Foreign Business Act that allows a foreign-owned company to carry out specific restricted business activities. It is used where a business falls within the restricted lists and does not qualify for any special incentives such as a BOI promotion.

A BOI promotion is a government-backed programme designed to encourage foreign investment in targeted industries. Eligible businesses may be granted 100% foreign ownership, along with additional benefits such as corporate income tax exemptions, land ownership rights, and reduced work permit requirements.

In practice, an FBL is used to obtain permission to operate in restricted sectors for companies that are not eligible for a BOI promotion, whereas a BOI promotion is used to both permit foreign ownership and provide investment incentives for qualifying businesses.

The most suitable ownership structure will depend primarily on your business activities and whether your company is eligible for a BOI promotion. In Thailand, foreign ownership is directly linked to the business activities of the company, and many activities are restricted under the Foreign Business Act.

As a first step, it is generally recommended to assess whether your business qualifies for a BOI promotion. If eligible, this can allow up to 100% foreign ownership, along with additional benefits such as tax incentives, land ownership rights, and simplified work permit requirements.

If the business does not fall within BOI-promoted activities, alternative structures may need to be considered — including applying for a Foreign Business Licence (FBL) or structuring a joint venture with a Thai partner. A proper eligibility review at the planning stage can help avoid unnecessary restrictions.