Setting Up a Company in Thailand for Foreign Investors in 2026: 5 Legal Routes, Steps and Cost Structure
For foreign investors who want to expand their business base into Thailand in 2026, the most popular and most flexible route is registering a limited company (Thai Majority Company), with a shareholding split of 49% foreign nationals and 51% Thai nationals, through the Department of Business Development (DBD). Registration timelines and operating requirements vary by business activity, shareholding structure and regulatory approvals.
However, for investors who wish to hold a majority stake or a full 100% of the shares, there are 4 more routes supported by legal provisions: the Foreign Business License (FBL), BOI investment promotion, privileges under the Thai–U.S. Treaty of Amity, and the high registered capital route for wholesale/retail. Note that companies using BOI or Thai–U.S. Treaty of Amity privileges must obtain a Foreign Business Certificate (FBC) before starting any business listed in the schedules annexed to the Foreign Business Act.
This guide presents a detailed comparison of all 5 structures, together with a cost analysis and an explanation of how to use the DBD Biz Regist system, as information to support investors’ decision-making.
Comparison Summary: 5 Legal Structures for Foreign Business Operators
| Route | Foreign Shareholding (Maximum) | Minimum Registered Capital | Processing Time | Suitable Business Types |
|---|---|---|---|---|
|
1. Limited Company (Thai Nationality) |
49% |
2 million baht (per 1 work permit) |
2–4 weeks |
SMEs, service businesses, restaurants and general businesses |
|
2. FBL License |
100% |
3 million baht (per activity type) |
3–6 months |
Service businesses under List 3 (IT, consulting, engineering) |
|
3. Investment Promotion (BOI) |
100% |
No minimum under the Foreign Business Act (the project must invest at least 1 million baht, excluding land and working capital) |
2–4 months |
Technology, manufacturing, R&D |
|
4. Thai–U.S. Treaty of Amity |
100% |
2 million baht (per 1 work permit) |
2–3 months |
American citizens or American juristic persons |
|
5. High Registered Capital Route |
100% |
100 million (wholesale) / 20 million per branch (retail) |
1–2 months |
Large-scale wholesale or retail businesses |
Note: The information is based on the Foreign Business Act B.E. 2542 (1999), BOI Notification No. Por. 8/2568 (2025) and related ministry regulations, and is current as of 2026.
Foreign Shareholding Under Legal Requirements
Under the Foreign Business Act B.E. 2542 (1999), a juristic person in which foreigners hold 50 percent or more of the shares is classified as a “foreign company,” which is restricted from operating certain types of business unless it obtains a license or an exemption under the law.
Greenpro KSP specializes in reviewing business types and providing in-depth consultation to structure shareholding effectively, in line with legal regulations and the investor’s business objectives.
Details of the 5 Routes for Foreign Investors
1. Thai Majority Limited Company (49% Foreign / 51% Thai)
This is the basic structure most commonly used by foreign investors, because the company is treated as a Thai juristic person, which allows it to operate in sectors that would normally be restricted under the Foreign Business Act.
💵Registered capital: Generally set at 2 million baht to support a work permit application for 1 foreign staff position
⏳Timeline: Registration through the DBD system takes 2–4 weeks
Registered capital
Generally set at 2 million baht
to support a work permit application for 1 foreign staff position
Timeline
Registration through the DBD system
takes 2–4 weeks
🚨Legal caution (Nominee Issue): Using Thai nationals to hold shares on someone’s behalf to circumvent the law is a serious offense that may lead to criminal prosecution, an order to dissolve the business, and deportation. The Department of Business Development (DBD) has now added strict measures to verify the source of funds and voting rights.
2. Foreign Business License (FBL)
Allows foreigners to hold up to 100% of the shares in service businesses under List 3 (e.g., IT services, business consulting, engineering work and design work).
Review criteria
You must show the benefits Thailand will receive, such as advanced technology transfer or local job creation.
Timeline
The review process by the Foreign Business Committee takes approximately 3–6 months.
3. BOI Investment Promotion
Suitable for businesses focused on innovation and technology. Besides allowing 100% foreign shareholding, it also provides many strategic benefits.
Benefits
Corporate income tax exemption for up to 13 years, import duty exemption on machinery, and visa facilitation through the One Stop Service
Land ownership rights
Promoted companies may own land only for use in the approved business, and must dispose of the land within 1 year if their promotion status ends.
2026 criteria update
Manufacturing businesses with more than 100 employees must have a Thai employee ratio of no less than 70 percent, and minimum salary levels are set for foreign executives (e.g., a CEO/MD position must be paid no less than 150,000 baht per month).
4. Thai–U.S. Treaty of Amity
Grants American citizens and juristic persons special rights to hold 100% of the shares and to be treated on an equal footing with Thai companies in almost all business sectors.
🚨Exceptions: It does not cover communications, domestic transportation, banking, land ownership, or trading in domestic agricultural products.
5. 100 Million Baht Registered Capital Route (Wholesale/Retail)
Foreign investors can hold 100% of the shares in a wholesale or retail business if the registered capital meets the prescribed criteria.
Wholesale
Minimum registered capital of 100 million baht
Retail
Minimum registered capital of 100 million baht, and registered capital of no less than 20 million baht per branch
Documents Required for Foreign Company Registration
Greenpro KSP will prepare and thoroughly review your documents to ensure they comply with DBD requirements:
1. Documents from Foreign Shareholders and Directors (Each Person):
- Copy of all pages of the passport, signed as a certified true copy
- Proof of current address (e.g., a utility bill or bank statement no more than 3 months old)
- Bank reference letter or bank statements for the past 6 months
- Letter explaining the source of the funds used to pay for the shares
2. Documents from Thai Shareholders (Each Person):
- Copy of national ID card, signed as a certified true copy
- Copy of house registration
- Proof of the source of funds for paying for the shares (a requirement under the DBD’s anti-nominee measures)
3. Company-Level Documents:
- Proposed company names (3 names, in order of preference)
- Office lease agreement, with a copy of the house registration of the premises
- Location map and photos of the office
- Memorandum of Association and Articles of Association (prepared by Greenpro KSP)
- List of shareholders (Form B.O.J.5) and minutes of the meeting appointing directors
5 Key Mistakes Foreign Investors Often Make (and How to Prevent Them)
From Greenpro KSP’s experience, these are the most common problems we have stepped in to help resolve:
- Choosing an unsuitable shareholding structure: Business operators often mistakenly believe they can freely hold a majority stake, until they find that their business activities are restricted under List 3. Checking the business type before registration is therefore the most important step.
- Using nominee shareholders: This carries high legal risk. Greenpro KSP recommends using a proper structure such as FBL, BOI or the Treaty of Amity instead.
- Miscalculating registered capital for work permits: Foreigners cannot work in their own company if the registered capital does not meet the requirement of 2 million baht per 1 work permit and the 4:1 Thai employee ratio (unless special privileges are granted).
- Neglecting accounting and tax system setup: Late tax filing results in penalties that increase every month. You should set up an accounting system within the first 30 days after registration.
- Misunderstanding registered capital: Especially in the 100 million baht retail/wholesale route, which requires the actual transfer of foreign currency into Thailand in the stated amount.
Post-Registration Obligations of a Juristic Person: Accounting, Tax and Audit
Every juristic person must comply with regulations on an ongoing basis, as follows:
- Monthly: Keep accounts and file VAT returns (P.P.30), withholding tax returns (P.N.D.1, 3, 53), and remit social security contributions
- Semi-annually: File the half-year corporate income tax return (P.N.D.51) within 2 months after the end of the first half of the accounting period
- Annually: Hold the annual general meeting of shareholders, submit financial statements audited by an auditor to the DBD within 1 month after approval, and file the annual tax return (P.N.D.50)
Greenpro KSP provides end-to-end accounting, tax filing, auditor coordination and company secretarial services, so you can focus fully on growing your business.
Frequently Asked Questions (FAQ)
Can foreigners hold 100% of the shares in a Thai company?
Yes, through 4 special routes: FBL, BOI, the Thai–U.S. Treaty of Amity, or the 100 million baht capital route. Outside these routes, foreign shareholding is limited to 49%.
How long does it take to set up a company?
A Thai limited company takes 2–4 weeks through the DBD Biz Regist system. Other special routes, such as FBL, may take 3–6 months, and BOI 2–4 months.
What is the minimum registered capital required?
Generally 2 million baht per 1 work permit (or 1 million baht if married to a Thai national). For FBL, it is 3 million baht per activity, and for the retail/wholesale route, 100 million baht.
Is a Thai partner required?
Only for the Thai majority company structure. With the other special routes, you can hold 100% of the shares without a Thai partner.
Can foreigners open a restaurant?
Yes, but because it is a List 3 business, most choose a Thai majority structure (49/51). To hold 100% of the shares, you must obtain an FBL, and you must also have a restaurant business license and a liquor sales license as required by law.
Why Investors Choose Greenpro KSP
Greenpro KSP is a professional legal, accounting and corporate services advisor located in the heart of the Sathorn business district. We are ready to support your business at every step:
🌟Integrated Services: End-to-end support in one place, covering juristic person registration, FBL/BOI applications, tax work, and Thai accounting and tax services
🌟Expert Consultation: A professional team that communicates in both Thai and English, with an in-depth understanding of business law and government procedures
🌟Strategic Coordination: Experience coordinating directly with the Foreign Business Committee and the BOI One Stop Service Center
Service Inquiries
Greenpro KSP Consulting Co., Ltd.
Address: 43 Thai CC Tower, 11th Floor, Room 111, South Sathorn Road, Yannawa, Sathorn, Bangkok
Phone: 094 864 9799
LINE Official Account: @greenproksp
Email: surapa@greenproksp.com