Most of this article describes how registration works at the DBD in practice, with the law behind each step. The law sits in the Civil and Commercial Code, the DBD's registration regulation and two orders of the Central Registration Office, one of which has applied only since 1 August 2026.
What do you need before you register?
An office address for the company, and a company name reserved with the DBD.
Every company registers a head office, and the DBD's registration form asks for its full address and its house registration code [DBD form BOJ.3, item 8]. In practice the address can be a virtual office or an office you rent. A director's own house can be used as well, though we do not usually suggest it. If the company does not own the building, the owner has to give written consent to the company using the address, and that consent goes in with the registration papers together with the owner's documents for the building.
The name comes first on the DBD's own list of steps. A promoter reserves it through the DBD website and prints the reservation notice, which goes in with the registration application [Registration Regulation B.E. 2561, clause 24, and DBD guide to registering a memorandum of association]. A reserved name has to be registered within thirty days of the reservation [Registration Regulation B.E. 2561, clause 26].
Who can set up a Thai company?
At least two promoters. Each has to be an individual and take at least one share.
Since 7 February 2023, two people are enough to promote and form a limited company [Civil and Commercial Code, section 1097, as amended by Amendment Act No. 23 B.E. 2565]. The DBD's guide adds that a promoter must be a natural person aged twelve or over, never a company, and must subscribe for at least one share. Foreign promoters give another identity document in place of a Thai ID card [DBD guide to registering a memorandum of association].
What documents go to the DBD?
The memorandum of association, the minutes of the statutory meeting and the DBD's registration forms. Articles of association are optional.
The memorandum sets out the company's name, the province of its head office, its objectives, a statement that the shareholders' liability is limited, and the capital and its division into shares, with the promoters' details [section 1098]. It is made in at least two originals signed by the promoters, with two witnesses, and one original is registered. A memorandum lapses if the company itself is not registered within three years [section 1099, as amended in 2023].
The objectives are what the company is allowed to do. You can use one of the DBD's standard sets of objectives or write objectives for the business itself. The registrar refuses objectives that are unclear or have no clear limits, and objectives for a business that another law licenses are registered only once that permission has been given [DBD registrar's manual, item 5].
Articles of association are the company's internal rules. A company that has them files a copy with its registration application [section 1111]. Without them, the Code's own rules on limited companies apply, and the DBD's model articles open by saying the same thing for anything they leave out [DBD model articles, clause 1]. The 2023 amendment to the Code says a company's articles should set out how deadlocks between directors or between shareholders are resolved [section 1108(1), as amended in 2023].
The registration also records the directors and their powers, including which directors can sign to bind the company [section 1111]. Each director can have a role of their own, set either by agreement between them or in the DBD registration itself.
The steps run in this order:
- A promoter reserves the company name.
- The promoters sign the memorandum of association and file it with the DBD.
- All the shares are subscribed and the promoters hold the statutory meeting, which adopts any articles, fixes any preference shares and appoints the first directors and auditor [section 1108].
- The promoters hand the business over to the directors, who call in at least a quarter of each share [section 1110].
- Once that money is paid, the directors apply to register the company [section 1111].
All five steps can be completed on one day, with the memorandum and the company registered together, provided every promoter and subscriber attends the statutory meeting and approves its business [section 1111/1]. If the steps are spread out, the company has to be registered within three months of the statutory meeting or it is not formed, and the share money is repaid [section 1112].
How is the capital paid when there is a foreign shareholder?
Through a bank account, with a paper trail the DBD reads. Since 1 August 2026 the Thai shareholders also have to show where their money came from.
In practice the share money is collected in one account, usually the account of the Thai director who receives the payments. Say the company's capital is 1,000,000 baht and it has several foreign shareholders. Each foreign shareholder pays their own portion into that Thai account, the Thai shareholders pay theirs from their own accounts, and we file the bank statements with the registration documents to show the capital was actually paid. The Thai shareholders need the money in their own accounts before they pay, because their statements are what the DBD checks.
The rule behind this is Central Registration Office Order 2/2569, in force since 1 August 2026. It applies at registration where foreign shareholders hold less than half of the capital, or where there is no foreign shareholder but a foreigner is a director with signing power. The company then files an investment explanation letter on the DBD's form, three months of statements for each Thai shareholder's paying account, counted back from the payment date and showing the payment going out, and the statement of the director's receiving account showing a payment from every shareholder [Central Registration Office Order 2/2569].
The order also reaches companies that already exist. When a company whose signing directors were all Thai appoints a foreign director with signing power, the authorised directors sign an investment confirmation letter. In it they confirm that every shareholder actually invested and paid for their shares, and that no Thai person is helping a foreigner run the business in a way that gets around the law, which is an offence under the Foreign Business Act [Order 2/2569, annexed form]. A company registered on or after 1 August 2026 that makes that change within its first year files the full explanation letter and bank statements again [Order 2/2569, clause 5].
Capital over 5 million baht has its own rule. At registration the directors file bank evidence that a director received the share payments, with a letter confirming the money is share money. A company that does not file it is still registered, but the registrar notes on its company certificate that no evidence of paid-up capital was filed, until the evidence arrives or the capital is reduced to 5 million baht or less [Central Registration Office Order 1/2567].
What happens once the company is registered?
The DBD issues the registration certificate, and the company opens its bank account.
The registrar issues a certificate of registration to the company [section 1111]. In practice you then take the company documents, prepare the first minutes and open the company's bank account. Any Thai bank will do: Krungthai, Bangkok Bank, Kasikorn and others. The share money then moves from the collecting account into the company's account.
From the day it is registered, the company keeps its register of shareholders at its registered office [section 1139]. Minutes of every meeting have to be recorded and kept at the office as well, and a director who fails to do it faces a fine of up to 50,000 baht [DBD manual on registrations during the life of a company]. The registers and documents a new company tends to be missing are covered in what a newly registered Thai company is usually missing.
How much capital does a Thai company need?
The Code works by the share, at least five baht each with at least a quarter paid. A company that counts as foreign needs at least 2 million baht.
Under the Code no share can be worth less than five baht [section 1117], and the first payment on each share is at least twenty-five per cent of its value [section 1105]. A company with capital of 1,000,000 baht in shares of 100 baht can therefore be registered with 250,000 baht paid in. What registered and paid-up capital do and do not show is set out in Thai company capital and shareholders.
The Foreign Business Act adds a floor for foreign companies, which under the Act means companies at least half of whose capital is held by foreign individuals or foreign companies [Foreign Business Act, section 4]. The minimum capital a foreigner brings in to start a business in Thailand is at least 2 million baht, and at least 3 million baht for a business that needs permission under the Act [Foreign Business Act, section 14]. American-majority companies have their own route, set out in the US-Thai Treaty of Amity.
What do directors have to do?
Run the company with the care of a careful businessperson, and make sure it operates as a real company.
Directors conduct the business with the diligence of a careful businessman, and they are jointly responsible for four things in particular: that the shareholders actually pay for their shares, that the books and documents the law requires exist and are kept properly, that dividends are paid as the law requires, and that the resolutions of the general meeting are carried out. A director also needs the general meeting's consent before running a business of their own that competes with the company [section 1168].
The company is managed by its directors under the control of the general meeting and according to its articles [section 1144]. Board meetings can be held online unless the articles forbid it [section 1162/1].
What are preferred shares for?
Preferred shares carry extra rights, usually to dividends or to votes. Those rights are fixed when the shares are issued and cannot be changed afterwards.
The statutory meeting fixes the number of preference shares and the nature and extent of their rights [section 1108(4)]. Once they have been issued, those rights cannot be altered [section 1142].
In our experience, the Department of Special Investigation (DSI) and the DBD look closely at preference shares that give foreign shareholders more votes or more of the dividends than their share of the capital. A structure that uses preference shares to give control to foreign shareholders who hold a minority is one of the things those authorities examine.
What does a Thai company have to do every year?
Hold its annual meeting, have its accounts audited and approved, and file the accounts and the shareholder list with the DBD.
| What | When | Law |
|---|---|---|
| First general meeting | Within six months of registration | Section 1171 |
| Annual general meeting | At least once every twelve months after that | Section 1171 |
| Accounts audited and approved by the shareholders | Within four months of the end of the financial year | Section 1197 |
| Copy of the accounts to every shareholder | At least three days before that meeting | Section 1197 |
| Accounts filed with the DBD | Within one month of approval | Section 1199 |
| Shareholder list (form BOJ.5) filed with the DBD | Within fourteen days of the annual meeting | Section 1139 |
Section numbers are the Civil and Commercial Code.
Missing them carries fines. Not having the accounts audited and approved in time, for example, carries a fine of up to 20,000 baht for the company and up to 50,000 baht for each director responsible [DBD manual on registrations during the life of a company].
How is a Thai company taxed?
Corporate income tax is 20% of net profit. Small companies pay less on their first 3 million baht of profit.
The 20% rate has applied to accounting periods starting on or after 1 January 2016 [Revenue Code, income tax rate schedule, as amended by Revenue Code Amendment Act No. 42 B.E. 2559].
A small company pays nothing on its first 300,000 baht of net profit, 15% on profit from 300,001 to 3 million baht, and 20% above that. To count as small, its paid-up capital on the last day of the accounting period must not exceed 5 million baht, and its income from selling goods and services must not exceed 30 million baht in the period [Royal Decree on reduced corporate income tax rates for small companies]. The 5 million baht figure tests the company's paid-up capital and decides whether the lower rates apply at all. For a small company, the 20% rate starts on profit above 3 million baht.
How are shares sold and transferred?
By a written instrument of transfer, entered in the company's share register. In practice a share transfer is a sale of shares, and it is documented as one.
A transfer of registered shares is void unless it is in writing, states the numbers of the shares transferred and is signed by the seller and the buyer, with at least one witness. It binds the company and outsiders only once the transfer and the buyer's name and address are entered in the share register [section 1129]. The company can refuse to register a transfer of shares on which a call is unpaid [section 1130].
The instrument of transfer carries stamp duty of 1 baht for every 1,000 baht of the paid-up value of the shares or of the price in the instrument, whichever is higher, and the seller pays it [Revenue Code, stamp duty schedule, item 2]. Nothing is filed with the DBD at the time of the sale. The change appears on the next shareholder list the company files [section 1139].
How is a Thai company closed?
The shareholders resolve to dissolve it, a liquidator winds up its affairs, and the end of the liquidation is registered with the DBD.
A company dissolves in the cases its articles provide for, at the end of a fixed term, on completing the single undertaking it was formed for, by a special resolution of the shareholders or on bankruptcy [section 1236]. A special resolution needs at least three quarters of the votes of the shareholders present and entitled to vote [section 1194]. The court can also order a company dissolved, for example where it has not started business within a year of registration or has stopped for a whole year [section 1237].
Unless the articles say otherwise, all the directors become the liquidators. Within fourteen days of the dissolution they register it with the DBD, advertise it once in a local newspaper and write to each creditor by registered post. They then collect the company's assets, pay its debts, return the capital and share out anything left among the shareholders. While the liquidation lasts they report to the registrar every three months [DBD guides to dissolution and to completing a liquidation]. When the work is done, a shareholders' meeting approves the liquidator's report and the end of the liquidation is registered [section 1270]. Claims against the company, its directors or its liquidators then have to be brought within two years [DBD guide to dissolution].
What this means in practice
Settle the address, the shareholding and the money before the papers are drawn up.
The owner's consent to the office address goes into the registration, and so do the shareholding and the directors' signing powers. Since August 2026 the DBD also reads the Thai shareholders' bank statements, so the source of each shareholder's money has to be clear from the start. After registration the company runs on a yearly cycle of meeting, audit and filings, and the deadlines in the table above apply from its first year.
How we set up and document a Thai company is on our Corporate and Commercial page.
Book a consultation →Sources Show all 15 sourcesHide sources
Every statement in this article rests on one of the 15 sources below, each named by Act, regulation or order so it can be checked against the text itself.
- Civil and Commercial Code, section 1097, as amended by Amendment Act No. 23 B.E. 2565 (in force 7 February 2023). Two or more persons may promote and form a limited company.
- Civil and Commercial Code, sections 1098 and 1099 (section 1099 as amended by Amendment Act No. 23). Contents of the memorandum of association; at least two originals signed by the promoters and witnessed by two persons; the memorandum lapses if the company is not registered within three years.
- Civil and Commercial Code, sections 1105, 1108, 1110, 1111, 1111/1, 1112 and 1117 (section 1108(1) as amended by Amendment Act No. 23). First payment of at least twenty-five per cent; business of the statutory meeting, including articles, preference shares and the first directors and auditor; hand-over to the directors and call of share money; particulars of registration, including directors' powers and signatories, and copies of any articles; same-day registration of the memorandum and the company; registration within three months of the statutory meeting; minimum share value of five baht.
- Civil and Commercial Code, sections 1129, 1130, 1139 and 1142. Form and effect of a transfer of registered shares; refusal to register a transfer where a call is due; share register kept at the registered office and the shareholder list sent to the registrar within fourteen days of the ordinary meeting; preferential rights cannot be altered.
- Civil and Commercial Code, sections 1144, 1162/1 (added by Amendment Act No. 23) and 1168. Management by the directors under the control of the general meeting; electronic board meetings; directors' standard of care and joint responsibilities, and the bar on competing business.
- Civil and Commercial Code, sections 1171, 1194, 1197 and 1199. First general meeting within six months and then at least every twelve months; special resolution by three quarters of the votes; audit and approval of the balance sheet within four months and copies to shareholders three days before the meeting; filing with the registrar within one month of approval.
- Civil and Commercial Code, sections 1236, 1237 and 1270. Grounds of dissolution; dissolution by the court; registration of the completion of the liquidation.
- Central Partnership and Company Registration Office Regulation on the registration of partnerships and companies B.E. 2561 (consolidated to No. 7 B.E. 2566), clauses 24 and 26. Name reservation by a promoter or director; a reserved name must be registered within thirty days.
- Central Registration Office Order 2/2569 (in force 1 August 2026) and its annexed forms. Investment explanation letter and three months of bank statements at registration where foreign shareholders hold less than half of the capital or a foreigner is a director with signing power; investment confirmation letter on later amendments; clause 5 on amendments within one year of registration.
- Central Registration Office Order 1/2567 (in force 1 July 2024). Evidence of share payments where registered capital exceeds 5 million baht, and the note on the company certificate where it is not filed.
- Foreign Business Act B.E. 2542, sections 4 and 14. Definition of a foreigner, including a company at least half of whose capital is held by foreign persons; minimum capital of 2 million baht, and 3 million baht for a business requiring permission.
- Revenue Code, income tax rate schedule, as amended by Revenue Code Amendment Act No. 42 B.E. 2559. Corporate income tax of 20% of net profit for accounting periods beginning on or after 1 January 2016.
- Royal Decree issued under the Revenue Code on reduced corporate income tax rates for small companies. No tax on net profit up to 300,000 baht, 15% from 300,001 to 3,000,000 baht and 20% above, for companies with paid-up capital of no more than 5 million baht and income of no more than 30 million baht.
- Revenue Code, stamp duty schedule, item 2. Transfer of shares, 1 baht per 1,000 baht of the paid-up value or the price in the instrument, whichever is greater, payable by the transferor.
- Department of Business Development: guide to registering a memorandum of association; registration form BOJ.3; model articles of association; registrar's manual on reviewing registration applications; manual on registrations during the life of a company; guides to dissolution and to completing a liquidation.
Section and clause numbers are given so you can check every statement in this article against the text itself. Where a provision exists only in Thai, the section number and the name of the Act are stated so the Thai text can be located.
What is the minimum capital for a Thai company?
Each share has to be worth at least five baht, and at least a quarter of each share is paid in before registration. A company that counts as foreign under the Foreign Business Act needs at least 2 million baht, and at least 3 million baht for a business that needs permission under that Act.
How many people do you need to register a Thai company?
Two. Since February 2023 two promoters are enough, and each has to be an individual who takes at least one share.
Can a Thai company be registered in one day?
Yes, if every step is completed on the same day: the memorandum is made, all the shares are subscribed, every promoter and subscriber attends the statutory meeting and approves its business, and the share money is paid. The memorandum and the company are then registered together.
Do the Thai shareholders have to show bank statements?
Yes, since 1 August 2026, where foreign shareholders hold less than half of the capital or a foreigner is a director with signing power. Each Thai shareholder's paying account has to show three months of statements, together with the statement of the account that received the share money.
Does a Thai company need an annual audit?
Yes. An auditor has to examine the accounts, and the shareholders approve them within four months of the end of the financial year. The approved accounts are then filed with the DBD within one month.
What is the corporate income tax rate in Thailand?
20% of net profit. A small company, with paid-up capital of no more than 5 million baht and income of no more than 30 million baht, pays nothing on its first 300,000 baht of profit and 15% up to 3 million baht.
This article is general information about Thai law, not legal advice, and reading it does not create a lawyer-client relationship. It reflects the legislation as reviewed on 24 October 2026. Thai law and administrative practice change, and practice varies between offices and provinces. For advice on a particular situation, get in touch. See our editorial standards and disclaimer.
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