BBC is open to entrepreneurs, business owners, professionals, and anyone interested in registering and/ or growing their business in Thailand.

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Below is an outline of what the set-up requirements are to set up a company in Thailand. Please download the PDF guide to be informed in further detail.
You will need the following:

• A company name: a registered company name that must conclude with the term "Limited" and be officially registered in Thai language, even if the name is originally in English.

• A business registered address: any legal entity shall have a physical address that will serve for official correspondence and registration purposes.

• Promoters, Shareholders & Directors: At least 1 director and 2 Promoters (promoters are responsible for registering the company with the Ministry of Commerce, they are natural persons who should also be shareholders)

• Share capital: no formal minimum capital requirement, while shareholders should hold at least 1 share of minimum 5 THB.

• Corporate business compliance: any company registered under Thai laws is required to hold an Annual General Meeting of Shareholders to approve its financial statements, appoint its auditor and director(s), and to make the required statutory annual filings with the Ministry Of Commerce and Revenue Department.

• Accounting and tax compliance: any company registered under Thai laws is required, to prepare accounting books, file monthly VAT, withholding tax and social security returns (whenever applicable), aAudit its financial statements, and file a Corporate income tax return annually.

Foreigners intending to work or engage in business activities in Thailand must secure a valid work permit before commencing their endeavors. Working in Thailand without the required work permit is considered illegal, and a foreigner apprehended for doing so may face fines or imprisonment.

Foreign investors establishing a Thai limited company are restricted to owning no more than 49% of the shares, with the remaining 51% being held by Thai nationals.

Foreign entrepreneurs need to be mindful of the prohibition outlined in the Foreign Business Act, which restricts the use of nominee Thai shareholders to control most shares in a Thai limited company. Should a Thai national act as a nominee shareholder, they may be subject to a fine ranging from THB 100,000 to THB 1 million.

Nevertheless, there are three avenues through which foreign entrepreneurs can secure complete ownership, by implementing several classes of shares with different voting rights so foreign investors can keep full control on their business, or by applying for a promotion from the BOI (Board Of Investment) or a Foreign Business License granted foreign owned companies to operate in Thailand.

The VAT applies to companies having a yearly accumulated turnover exceeding 1.8 million baht. However, companies willing to hire foreign workers should preliminary register to VAT disregards of their accumulated turnover. Failing to declare your VAT may induce high penalties.

Small and medium-sized enterprises (SMEs) in Thailand shall prepare annual accounts following Thai Financial Reporting Standards (TFRS). These standards include a set of mandatory guidelines for the preparation and presentation of financial statements and are based on International Financial Reporting Standards (IFRS). Besides, international companies have the option of adopting IFRS.

All companies are required to have their financial statements audited and certified by an approved independent auditor at the end of the tax year, regardless of the company's trading status. The auditor's view of the financial statements is essential, as the auditor's opinion is a prerequisite for the presentation of the financial statements and tax returns.