“You need to be rich to start a company” is a myth worth dropping
Plenty of people still assume that opening a company means having a small fortune in the bank, waiting months for paperwork and rounding up a whole group of partners. Good news: none of that holds anymore. The process has become a lot simpler.
What rarely gets mentioned is where business owners actually lose money. It usually isn’t at registration. It’s afterwards, through penalties for filings that were missed or made late.
So this guide covers both sides: how to register without the headache, what you need to do once you’re registered, and what anyone with a foreign partner should understand before day one.
Two people are enough, and you never have to leave home
Since 2023, Thai law has allowed a private limited company to be formed with just two promoters instead of three. You and your spouse, a sibling or one close friend can now set up a company together.
The entire filing can be done online through DBD Biz Regist, the Department of Business Development’s e-registration system. In practice it comes down to four steps:
Step 1: Choose and reserve a name. Have two or three options ready in case your first choice is already taken.
Step 2: Settle the details: what the business does, how much capital, who holds which shares, who sits on the board and where the office is.
Step 3: File the registration. The memorandum of association and the company registration can go in on the same day, as long as your documents are complete.
Step 4: Receive your 13-digit juristic person number. It doubles as the company’s tax ID.
Start-up costs run in the hundreds of dollars, not the tens of thousands
For a company with registered capital of about $31,250, government fees come to roughly 172–188 in total.
Do you actually need $31,250 sitting in the bank? No. Shareholders only have to pay up at least 25% of the share value to register.
That said, don’t inflate your capital just to look impressive:
- Higher capital means higher fees.
- Shareholders stay liable for any unpaid portion of their shares.
- Set it too low, though, and banks or tender committees may not take you seriously.
Match the capital to the real size of the business, and agree on share splits with your partners early. It saves a lot of drama later.
Once profits grow, a company usually pays less tax
This is the main reason so many owners move from trading as individuals to running a company.
Tax rate — Individual: progressive, up to 35% · Small company (SME): first $9,375 of profit is tax-exempt
Profit up to $93,750 — Individual: the more you earn, the more you pay · Small company (SME): 15%
Profit above $93,750 — Individual: up to 35% · Small company (SME): 20%
Business debts — Individual: liable with all personal assets · Small company (SME): liable only up to any unpaid share value
SME rates apply to companies with paid-up capital of no more than $156,250 and annual revenue of no more than $937,500. (SME tax guide – Krungsri)
Foreign partner? Get to know the FBL before you start
If foreigners hold half or more of a company’s shares, the company itself is treated as a “foreigner” under the Foreign Business Act B.E. 2542 (1999). Some businesses become off-limits, and others are allowed only with a license.
That license is the FBL (Foreign Business License), issued by the Department of Business Development.
Businesses fall into three lists
- List 1: Completely closed to foreigners, such as newspapers, rice and crop farming, and land trading.
- List 2: Allowed only with approval from the Minister, with Cabinet consent.
- List 3: Allowed with approval from the Director-General, with the Foreign Business Committee’s consent. This covers most services, retail, wholesale and brokerage.
Key numbers
Minimum capital, businesses that need an FBL: at least $93,750 per business, actually brought into Thailand
Minimum capital, businesses that don’t need an FBL: at least $62,500
Application fee: $62.50
License fee, List 3: 0.5% of registered capital, minimum $625, maximum $7,813
License fee, List 2: 1% of registered capital, minimum $1,250, maximum $15,625
Statutory review period: 60 days from filing
Realistic overall timeline: about 3–6 months, including document preparation
An FBL application is less a form and more a business plan. You’ll need to show how the business benefits Thailand, for example how many Thai staff you’ll hire and what technology you’ll bring in, backed by financial projections and proof of funds. Businesses Thais already run well, such as restaurants or general consulting, are usually turned down. (FBL and FBC overview – ThaiLawOnline; fees – Thailand.go.th)
The faster route: a Foreign Business Certificate (FBC). If your company has BOI investment promotion, sits in an industrial estate, or qualifies under a treaty such as the Thailand–US Treaty of Amity, you can apply for a certificate instead. By law it has to be issued within 30 days.
2026 updates worth knowing
- Closer checks on Thai shareholders. Since August 1, 2026, the registrar has been checking where Thai shareholders’ investment money comes from in companies with foreign shareholders, to stamp out nominee arrangements.
- Eight more service businesses exempted. Ministerial Regulation No. 5 B.E. 2569 (2026), announced August 28, 2026, removes the FBL requirement for certain services, such as treasury centers and management, HR and IT services provided within the same corporate group. Restaurants, hotels and tour operators are not on the list.
- Don’t open before your license comes through. Running a restricted business without an FBL can mean up to 3 years in prison, a fine of 3,125–31,250, or both. Using Thai nominees to hold shares is a criminal offense too.
Registered? Hold the champagne. These duties start right away
You’ve got your company certificate and you’re feeling proud. Fair enough. But this is exactly when many owners slip up, because the deadlines start running the moment you’re registered.
Bookkeeping and annual financial statements: every year, even if the company hasn’t earned a single dollar
VAT registration: within 30 days of annual revenue passing $56,250
Withholding tax returns (P.N.D. 1, 3, 53): monthly, by the 7th of the following month (the 15th if filed online)
Social security registration: within 30 days of hiring your first employee
Half-year corporate income tax (P.N.D. 51): within 2 months after the first half of the accounting year
Annual corporate income tax (P.N.D. 50): within 150 days after the accounting year ends
Miss these deadlines and the penalties and surcharges keep stacking up month after month. Plenty of owners only find out when a large bill lands on their desk.
Get it right from day one
Starting a company isn’t hard. Laying the right foundation from the start, though, saves you money and time for years to come.
We can help with everything from structuring your shareholding and registering the company to applying for an FBL or certificate if you have foreign partners, all the way through to setting up your accounting and tax systems. That leaves you free to focus on growing the business.
Talk to us before you decide. Reach us via [LINE / phone / email]
This article is general information only. Fees, taxes and regulations may change, so please check with the relevant authorities or consult a professional before acting. USD figures are converted at 32 THB = 1 USD for reference only; official fees are charged in Thai baht. Information as of October 27, 2026.
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