A Thai limited company can be registered in a fortnight. Two million baht of registered capital, a foreign director, 49 per cent of the shares held by the foreign shareholder and 51 per cent by Thai shareholders. That is the ordinary shape of it, and the registration itself is usually done correctly.
The certificate records that the company exists. It does not record whether the company holds the registers, minutes and transfer documents the Civil and Commercial Code requires it to keep.
Those obligations begin once the certificate is issued and they fall on the directors. They are the ones that go missing.
What does registering a Thai company involve?
Two people, a memorandum, a statutory meeting, and a payment of at least a quarter of the price of each share. Then a certificate.
A private limited company can be formed by two promoters, down from three since February 2023 [Civil and Commercial Code, section 1097]. Every promoter takes at least one share, and all the shares the company will register have to be taken up before registration. Then the money. At least twenty-five per cent of the value of each share is paid, in money, after the statutory meeting and before the directors apply to register [sections 1105 and 1110]. The registration entry records the amount paid on each share and the total received [section 1111]. It records what was paid, not what the company says it is worth.
Where does the two million baht figure come from?
Three rules outside company law: the Foreign Business Act, the immigration rules for a business extension of stay, and the work-permit quota. Company law itself sets no minimum capital at all.
Almost every foreign-owned Thai company is registered with two million baht. The Civil and Commercial Code asks for none of it. Its only floor is that a share cannot be worth less than five baht [section 1117]. The number comes from three separate rules that have nothing to do with each other, and two of them measure paid-up capital rather than registered capital.
| Rule | Source | What it says |
|---|---|---|
| Minimum share value | Civil and Commercial Code, section 1117 | A share cannot be worth less than five baht. The Code sets no minimum registered capital. |
| First payment on shares | Civil and Commercial Code, section 1105 | At least twenty-five per cent of the value of each share, before registration. |
| Minimum capital for a foreigner | Foreign Business Act B.E. 2542, section 14 | At least two million baht to start a business in Thailand, and at least three million where the business is on the Act's lists and needs permission. Applies to a company that is a foreigner under the Act. |
| Extension of stay | Immigration Bureau Order 12/2568, clause 2.1 | Paid-up registered capital of at least two million baht, and four Thai employees per foreigner. An immigration rule, not a company law one. |
| Work permit quota | Department of Employment criteria | One work permit per two million baht of fully paid-up registered capital, up to ten. Departmental criteria, not the Act. |
The work permit and the annual extension of stay come from different authorities under different rules, and they are routinely described as one requirement. They are two.
What is the difference between registered capital and paid-up capital?
Registered capital is the number in the company's own papers. Paid-up capital is what the shareholders paid. The register records the second, and only the second leaves a bank trail.
A company can be registered with two million baht and have taken in five hundred thousand. The Code is direct about how shares are paid for: every share is paid in money, and a shareholder cannot set a debt the company owes them off against what they owe on their shares [Civil and Commercial Code, section 1119]. So money moves, and it moves from each shareholder. That movement is recorded in one particular place. The register of shareholders states, for each shareholder, the amount paid on their shares [section 1138]. Not the amount subscribed. The amount paid.
How is a share transfer supposed to be documented?
In writing, signed by both sides and by at least one witness, and then entered in the register of shareholders. Miss the first and the transfer is void. Miss the second and it does not exist for anyone except the two people who signed.
Shares move after incorporation all the time. A director is added, an investor comes in, a holding is rebalanced. Whenever that happens by transfer, one section governs the form. A transfer of named shares is void unless it is written and signed by the transferor and the transferee with their signatures certified by at least one witness, and even a properly signed transfer has no effect against the company or anyone else until the transfer and the new holder's name and address are entered in the register [Civil and Commercial Code, section 1129]. Two separate failures are possible. A transfer with no written instrument is void. A written instrument that never reaches the register is valid between the two people who signed it and invisible to everybody else.
What records must the company keep after registration?
A register of shareholders, minutes of every meeting, true accounts, an audited balance sheet each year, and two annual filings with the registrar. These are the directors' duties, and the directors pay the fine when they are missed.
| Obligation | Section | Timing |
|---|---|---|
| Keep a register of shareholders with the prescribed particulars | 1138 | From registration onwards |
| Keep the register at the registered office and open to shareholders | 1139 | Business hours, at least two hours a day |
| Send the registrar a copy of the list of shareholders | 1139 | At least once a year, within fourteen days of the ordinary meeting |
| Hold an ordinary general meeting | 1171 | Within six months of registration, then at least every twelve months |
| Make a balance sheet | 1196 | At least once every twelve months |
| Have it audited and adopted by a general meeting | 1197 | Within four months of its date |
| Send the registrar a copy of the balance sheet | 1199 | Within one month of adoption |
| Keep true accounts of money received and spent, and of assets and liabilities | 1206 | Continuing |
| Enter minutes of shareholder and director meetings in books at the registered office | 1207 | Continuing. Any shareholder can demand to see them |
All references are to the Civil and Commercial Code.
The registrar's own guidance puts a price on each gap. Under the current administrative-fine regime, failing to hold the annual meeting or to have the accounts approved within four months costs the company up to 20,000 baht and the responsible director up to 50,000 baht. Failing to keep minutes at the registered office costs the director up to 50,000 baht, and failing to file the shareholder list up to 10,000 baht. Those are the Department of Business Development's published figures, and they fall on the directors as well as the company.
Why does the 51 per cent matter as a matter of law?
Because the Foreign Business Act draws its line at half the shares, and separately punishes anyone who holds shares for a foreigner. The Land Code draws a stricter line for land.
This part is legal information and nothing more. It describes what the statutes say and not what any particular company should do. A company registered in Thailand is a foreigner under the Act where half or more of its shares are held by people without Thai nationality or by companies registered abroad [Foreign Business Act B.E. 2542, section 4], which is why 49 per cent is the number everybody uses.
The nominee offence sits alongside that definition. It is a crime for a Thai to hold shares as a foreigner's nominee so that the foreigner can run a restricted business, and for the foreigner to allow it, with up to three years in prison, a fine of 100,000 to 1,000,000 baht, or both, and a court order ending the shareholding [section 36]. Directors and signatories of an offending company who connived at it, or did nothing to stop it, face the same [section 41]. For land, the Land Code treats a company as foreign where foreigners hold more than 49 per cent of its capital or make up more than half of its shareholders, and lets the Land Department force the sale of land held for a foreigner [Land Code B.E. 2497, sections 96 and 97]. The two Acts are set side by side in what the law says about nominee shareholding.
What this means in practice
Registration and record-keeping are two different jobs, done at two different times, and only the first one produces a certificate. Nothing about the second one is difficult. It is simply somebody's job, and where nobody has been given the job it does not get done.
The documents examined when a Thai company's position is reviewed are a short list: the share transfer instruments, the register of shareholders, the bank records showing capital paid in, the minute books, and the annual filings of the shareholder list and the audited balance sheet. Where those exist and agree with one another, the company's paper record and its history tell the same story.
The sections above set out the general rule under the Code. A company's own articles can add to some of them, and the Department of Business Development's procedures change from time to time and are separate from the Code. Where this site describes practice rather than statute, it says so.
Proviso advises foreign-owned companies on Thai corporate documentation and governance: registers, capital records, board procedure and the agreements a company should hold. If you would like your company's records reviewed against what the Code requires, get in touch.
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Every statement in this article rests on one of the 20 provisions below, each named by Act and section so it can be checked against the legislation itself.
- Civil and Commercial Code, section 1097 (as amended by the Civil and Commercial Code Amendment Act (No. 23) B.E. 2565). A private limited company may be formed by two promoters.
- Civil and Commercial Code, section 1100. Every promoter must subscribe at least one share.
- Civil and Commercial Code, section 1104. All shares to be registered must be subscribed or allotted before registration.
- Civil and Commercial Code, section 1105. The first payment on shares must not be less than twenty-five per cent of their nominal amount.
- Civil and Commercial Code, section 1110. The directors shall cause the promoters and subscribers to pay that amount after the statutory meeting.
- Civil and Commercial Code, section 1111. Registration follows payment, and the entry records the amount already paid in money on each share and the total received.
- Civil and Commercial Code, section 1117. A share may not be worth less than five baht.
- Civil and Commercial Code, section 1119. The whole amount of every share must be paid in money, and no set-off is allowed.
- Civil and Commercial Code, section 1129. Form and effect of a transfer of shares entered in a name certificate.
- Civil and Commercial Code, section 1138. Particulars every limited company must keep in its register of shareholders.
- Civil and Commercial Code, section 1139. Where the register is kept, inspection, and the annual list sent to the Registrar.
- Civil and Commercial Code, section 1171. Ordinary general meeting within six months of registration and at least every twelve months.
- Civil and Commercial Code, sections 1196, 1197 and 1199. Balance sheet, audit and adoption, and filing with the Registrar.
- Civil and Commercial Code, sections 1206 and 1207. True accounts, and minutes kept at the registered office.
- Foreign Business Act B.E. 2542, section 4. Definition of a foreigner, including a Thai-registered juristic person at least half of whose capital shares are foreign held.
- Foreign Business Act B.E. 2542, section 14. Minimum capital of not less than two million baht, and not less than three million for an annexed business requiring permission.
- Foreign Business Act B.E. 2542, section 36. The nominee shareholding offence and its penalties.
- Foreign Business Act B.E. 2542, section 41. Liability of directors and representatives of an offending juristic person.
- Land Code B.E. 2497, sections 94, 96 and 97. Juristic persons treated as foreigners for land, holding in place of an alien, and disposal.
- Immigration Bureau Order 12/2568, clause 2.1(3). Paid-up registered capital of at least two million baht for a business extension of stay.
Section numbers are given so you can check every statement in this article against the legislation itself. The work permit quota figure is departmental criteria of the Department of Employment rather than a provision of an Act, and is labelled as such above.
Does a Thai company have to have two million baht of registered capital?
Not under company law. The Civil and Commercial Code sets no minimum capital and only requires that a share be worth at least five baht. Two million baht comes from the Foreign Business Act, which sets it as the minimum for a company that counts as foreign, and from the immigration and work-permit rules, which measure paid-up capital.
How much of a Thai company's capital has to be paid in?
At least twenty-five per cent of the value of each share, in money, after the statutory meeting and before the company is registered. The registration entry records the amount paid on each share and the total received. The rest stays owing and the directors can call it in later.
Is a share transfer valid if it was never written down?
No. A transfer of named shares is void unless it is in writing, signed by both sides and certified by at least one witness. Even a signed transfer has no effect against the company or anyone else until it is entered in the register of shareholders.
How many shareholders does a Thai limited company need?
Two. The minimum dropped from three to two in February 2023, and every promoter has to take at least one share.
What happens if the company skips its annual meeting or filings?
The directors pay. The Department of Business Development's published fines put a missed annual meeting, or accounts not approved within four months, at up to 20,000 baht for the company and up to 50,000 baht for the responsible director. Failing to keep minutes at the registered office costs the director up to 50,000 baht, and failing to file the shareholder list up to 10,000 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 2 September 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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