Register a Thai company limited

1. Reserve the company name

You or your agent · Department of Business Development (DBD) · Online at dbd.go.th · Usually same day, up to about three working days

Reserve the name through the DBD website before anything else, because every later document carries it. You submit the name in Thai (a foreign name is registered through its Thai transliteration) and the registrar approves or rejects it against names already taken and reserved words.

The DBD describes checking and reserving a name as something you can do immediately through its automated name reservation system, and it publishes no service standard for this step, unlike the registration appointment itself. In practice, firms that file these describe same day to about three working days. Only a partner, promoter or director may reserve, and you may hold one name at a time.

An approved name is not held forever: the memorandum must be filed within 30 days of the approval, or the reservation lapses and you start again.

2. Register the memorandum of association

You or your agent · Department of Business Development (DBD) · DBD office or e-Registration · Same visit, and can be combined with the incorporation on one day

The memorandum (หนังสือบริคณห์สนธิ, form บอจ.2) states the company name, the province of the registered office, the objectives, the registered capital and the promoters. It costs 500 baht to register, plus 200 baht stamp duty.

The objectives are filed on the standard objectives form (แบบ ว.). Most companies file the standard broad objectives list and add specifics for licensed activities.

A registered memorandum is valid for three years: incorporate within that window or it expires. In practice almost everyone registers the memorandum and the company together on the same day, which the DBD has allowed since the process was consolidated.

Forms at this step: บอจ.1 (company registration application (cover form)) · บอจ.2 (memorandum of association) · แบบ ว. (business objectives form)

3. Subscribe the shares and hold the statutory meeting

The promoters and subscribers · Inside the company, no filing of its own · Same day, when prepared

Every share must be subscribed before the company can be registered. The promoters then hold the statutory meeting: it adopts the articles (if any beyond the default), ratifies promoter contracts, fixes any preference shares, and appoints the first directors and the auditor.

The directors then call in the share payment: the law requires at least 25% of the par value of every share to be paid before registration. Keep the payment evidence, because the registrar, and later the bank, will ask for it.

4. Register the company

The directors, or your agent with a power of attorney · Department of Business Development (DBD) · DBD office or e-Registration · Same day at the counter once the file is complete

The incorporation filing is the application (บอจ.1), the registration particulars (บอจ.3), the shareholder list (บอจ.5), the director details (แบบ ก.) and the business information form (สสช.1), signed by the directors. The fee is 5,000 baht, flat, whatever the capital.

If the memorandum was registered the same day, both filings go through together and the company exists when the registrar stamps them. The 13-digit registration number on the certificate is the company’s identity everywhere from now on.

There is no discount for filing online. A 50% reduction for filings through the electronic registration system ran from 1 January 2021 to 31 December 2023 and was not renewed, so the full rates above apply. Since 1 January 2026 online filing is compulsory anyway, through DBD Biz Regist, so there is no longer a counter rate to compare against. The one reduction still running is geographic, not channel based: fees are halved for companies in the special development zone of the five southern border provinces, until 31 December 2026.

Where the company will have foreign shareholders holding under 50%, or a foreign authorised signatory director even with no foreign shareholder at all, the registrar requires evidence that the Thai shareholders’ money is real. Either limb triggers it on its own, and there is no registered capital threshold: the rule catches a 1% foreign shareholding and a wholly Thai-owned company with one foreign signing director alike.

The current rule is Order of the Central Partnership and Company Registration Office 2/2569, signed 14 July 2026 and in force from 1 August 2026. It replaced order 2/2568, which ran from 1 January 2026 and asked only for the Thai shareholders’ statements, and order 1/2569, which added a confirmation letter on amendments from 1 April 2026. If you are reading guidance written earlier in 2026, check which of the three it describes, because they are not the same requirement.

Under order 2/2569 the file carries three things on top of the normal forms. One, a signed investment explanation letter (หนังสือชี้แจงการลงทุน) on the form annexed to the order, tabulating for each Thai shareholder the amount, the date of the withdrawal or transfer, the bank and branch, the account name and the account number. Two, for each Thai shareholder, a bank statement from the account that paid, covering the three months back from the date of payment, showing a withdrawal or transfer that matches the amount and the date. Three, a statement of the account that received the money, being the managing partner’s or director’s account, showing the receipts from every shareholder matching the amounts and dates. Where the receiving account is also the paying account, that one needs three months of history too.

The explanation letter is signed on every page and carries a warning that a false statement is an offence under section 36 of the Foreign Business Act, punishable by up to three years imprisonment or a fine of 100,000 to 1,000,000 baht, or both, alongside sections 137 and 267 of the Penal Code, and that you consent to the registrar passing the information to law enforcement. It is not a formality.

Forms at this step: บอจ.1 (company registration application (cover form)) · บอจ.3 (incorporation registration particulars) · บอจ.5 (shareholder list) · แบบ ก. (director details form) · สสช.1 (business information form)

5. Put the company records in order

The directors · Inside the company · A day of admin, often skipped and regretted

Issue the share certificates, open the shareholder register, and keep the minutes of the statutory meeting. These are legal obligations of the directors under the Civil and Commercial Code, and the first documents a bank, an auditor or a buyer asks for.

A company seal is optional unless the articles require one for binding signatures; if the certificate of registration shows a seal condition, the seal must match what was registered.

6. Tax identity

Usually nothing to do · Revenue Department · Automatic for most companies · None in the normal case

A company registered at the DBD does not apply for a tax ID. Its 13-digit juristic person registration number is its taxpayer identification number, and the Revenue Department says so in terms: a company or juristic partnership that has and uses a registration number issued by the DBD uses that number under the Revenue Code โดยไม่ต้องยื่นคำร้องขอ, without having to file an application. That is Director-General Notification (No. 3) of 11 January 2012, in force since 1 February 2012, and the department published an explanation confirming it two months later.

The reason this still confuses people is that the Revenue Department’s English pages were never updated. They describe an application on form ล.ป.10.3 within 60 days of incorporation, with no mention of the DBD, and they carry last-updated dates of 2014 and 2020. That 60 day rule is real but residual: the consolidated Thai text keeps it for taxpayers who hold no DBD registration number, and it is the reason form ล.ป.10.3 is still published. A Thai company limited registered in the ordinary way is not one of them.

The position for a branch or representative office of a foreign company is genuinely unsettled on the public record. The Revenue Department’s English guide for foreign companies says a branch must apply on ล.ป.10.3 within 60 days, while the 2012 carve-out is drafted by reference to holding a DBD number rather than to being Thai incorporated. We could not find a source that resolves it, so ask before you assume either way.

7. Register for VAT, if and when it applies

The company or its accountant · Revenue Department · Area Revenue Office where the head office sits, or online · Straightforward filing; the registrar may inspect the premises

VAT registration is mandatory once turnover passes 1.8 million baht in a year, and the deadline is within 30 days of passing it. Below the threshold registration is voluntary, and many companies register early because customers, suppliers and visa rules expect it.

The application is form ภ.พ.01. Once registered, the certificate (ภ.พ.20) is displayed at the place of business, and the company files PP 30 monthly whether or not it had any sales.

Forms at this step: ภ.พ.01 (vat registration application) · ภ.พ.20 (vat registration certificate)

8. Register as an employer when the first employee starts

The company or its accountant · Social Security Office (SSO) · SSO area office or the SSO e-Service · One filing, then monthly contributions forever after

An employer must register with the Social Security Office within 30 days of the first employee starting work: the employer on form สปส.1-01 and each employee on สปส.1-03. From then on contributions are withheld and remitted monthly.

Directors who are genuinely employed can be insured persons; pure shareholders are not. When the first hire is the work permit holder, this registration is also part of the work permit file, which is a different procedure with its own costs.

Forms at this step: สปส.1-01 (employer registration form) · สปส.1-03 (insured person registration form)