Company Structures Available to Foreigners
Foreigners setting up businesses in Thailand have several entity choices, but the practical reality narrows them down. The dominant structure is the Thai Limited Company (Bor Or Jor — บริษัทจำกัด), used by virtually all foreign-operated SMEs in Bangkok.
Thai Limited Company: Equivalent to an LLC. Requires 3 shareholders minimum, with at least 51% Thai ownership unless you qualify for an exception. Most foreign businesses operate through this structure with 2 Thai partners holding 51% combined and the foreign founder holding 49%.
Branch Office: A foreign parent company opens a Thai branch. Permitted activities are restricted, and a Foreign Business License is required for most operations. Slow and bureaucratic — most consultants advise against this structure for SMEs.
Representative Office: For non-revenue-generating activities only (market research, sourcing, liaison). Cannot make sales or earn income in Thailand. Useful for multinational scouts.
Regional Operating Headquarters (ROH/IHQ): Tax-incentivized structure for companies servicing affiliates in the region. Aimed at multinational corporations, not SMEs.
BOI-Promoted Company: A Thai Limited Company that has received Board of Investment promotion, granting privileges including 100% foreign ownership in many sectors, tax holidays, and easier work permits. The preferred path for most serious foreign businesses.
The 51/49 Ownership Rule
Thailand's Foreign Business Act of 1999 restricts foreigners from majority ownership in dozens of business categories — including most service businesses, restaurants, retail, agriculture, and media. Foreigners can own up to 49% in these regulated sectors; Thais must hold 51%.
Workarounds and risks: For decades, foreigners used "nominee" Thai shareholders who held shares on paper but had no real interest. This is illegal — using nominees to circumvent foreign ownership rules carries fines and imprisonment. The Department of Business Development actively investigates suspicious structures.
Legitimate Thai partners: Choose Thai partners who genuinely contribute (capital, knowledge, customer relationships). Use proper shareholder agreements drafted by qualified counsel. Common arrangements include preferred shares with weighted voting rights that legally maintain foreign founder control while complying with the 51% Thai ownership requirement.
US Treaty of Amity: American citizens can own 100% of most Thai companies under the 1966 US-Thailand Treaty of Amity. The company must register under treaty provisions. Excludes certain protected sectors (banking, telecom, transport, land trading). For Americans starting service businesses, this is the simplest path to 100% ownership.
BOI Promotion: The Cheat Code
The Board of Investment (BOI) offers promoted-status to companies in priority sectors: technology, R&D, advanced manufacturing, digital, biotech, creative industries, tourism (specific subcategories), and more. BOI status grants:
100% foreign ownership in most BOI-promoted activities (no need for 51% Thai partner). Corporate income tax holiday of 3-13 years depending on activity. Easier work permit and visa process — including the Smart Visa for tech specialists. Land ownership rights for company premises (otherwise foreigners cannot own land).
BOI eligibility: Apply through boi.go.th with a business plan, financial projections, and details of how you fit a promoted activity category. Tech and software development qualifications are particularly broad. The application takes 30-60 days. Capital requirement minimums vary by category but typically ฿1M+.
Most foreign tech founders, SaaS companies, and digital agencies should pursue BOI from day one — the benefits dramatically outweigh the application effort. Reputable BOI consultants charge ฿80,000-200,000 to handle applications.
The Registration Process
Step 1 — Reserve company name: Submit 3 proposed Thai and English names through the Department of Business Development (DBD) online portal. Approval usually within 1-3 days. Names must end in "Limited" or "Co., Ltd."
Step 2 — Memorandum of Association: File articles defining capital, shareholders, objectives, and registered address. Three founders minimum. Each share is typically ฿100 minimum; capital structure is your choice.
Step 3 — Statutory meeting: First shareholder meeting appoints directors, approves articles, and confirms share allotment. Can happen the same day in practice with experienced lawyers.
Step 4 — Company registration: Submit registration with DBD. Pay government fees (฿5,500 base for ฿1M registered capital, scales with capital). Company is legally formed in 1-2 days after submission.
Step 5 — Tax registration: Register for Tax ID (within 60 days) and VAT (if revenue >฿1.8M/year, voluntary below that). Set up accounting system — Thailand requires monthly tax filings even for tiny businesses.
Step 6 — Bank account: Open Thai business bank account. Bangkok Bank, Kasikorn, and SCB are common choices. Requires director presence with passport, work permit (or visa exemption arrangement), company documents, and seal. Allow 1-2 weeks; some banks are foreigner-hostile, so use a lawyer's referral.
Step 7 — Work permit and visa: With company set up, apply for Non-Immigrant B visa (if not already held) and work permit at Ministry of Labor. Requires ฿2M registered capital paid up and 4 Thai employees per foreign work permit (BOI exemptions apply). Allow 4-6 weeks.
Costs, Timeline, and Practical Notes
Setup costs (DIY-ish through a lawyer): ฿50,000-100,000 for non-BOI Thai Limited Company registration including name reservation, registration fees, articles drafting, basic compliance. Cheaper providers ฿20,000-30,000 cut corners and aren't recommended.
Setup costs (full-service with major firm): ฿100,000-300,000 with PwC, KPMG, Tilleke & Gibbins, or Mahanakorn Partners. Includes BOI application, work permit, visa, accounting setup, and first-year compliance. Worth it for substantial businesses.
Ongoing costs: Bookkeeping ฿5,000-20,000/month with local accountant. Annual audit ฿30,000-100,000+ (mandatory for all Thai companies). Office rental ฿15,000-100,000+/month. Corporate income tax 20% standard rate (15% for SMEs on first ฿3M profit, 0% on first ฿300K).
Timeline expectations: Company registration 1-2 weeks. Bank account 2-4 weeks. Work permit 4-8 weeks. BOI promotion 3-6 months from start to full benefits. Realistically, plan 2-3 months from "go" to operational.
Lawyer recommendations: For most SME foreign founders, Mahanakorn Partners, Acclime Thailand, or Konrad Legal offer good price-to-quality. Big Four (PwC, KPMG, Deloitte, EY) for larger or BOI-heavy setups. Avoid the cheapest providers on Khao San Road — they're known to set up structures that fail compliance audits.
Bangkok's startup scene is mature, with True Digital Park, KX Knowledge Exchange, and the BOI all supporting foreign founders. The bureaucracy is real but navigable with the right help. Plan ฿1.5-2M of working capital beyond setup costs to comfortably weather the first year.