Thai Limited Company Registration

A Thai Limited Company (บริษัท จำกัด) under Civil and Commercial Code Sections 1096–1246 is a separate legal person from its owners. Shareholders are liable only to the extent of their paid-in capital. A sole proprietorship has no separate legal identity — the owner is personally liable for all debts. Any business that wants to sign contracts, employ foreign staff, register for VAT, or apply for BOI must be incorporated as a limited company.

Starter covers basic incorporation — name reservation, share structure, MOC application, and registration certificate. Standard adds preliminary consultation, document screening by qualified lawyers, Power of Attorney preparation, and first-year corporate-secretary support during the registration window. Foreign founders new to Thailand typically benefit more from Standard; experienced operators with local advisors may prefer Starter.

With complete documents, 1–2 weeks end-to-end (from Phase 1 to bank account opening). The DBD itself processes in 2–3 working days once the application is filed; the rest of the timeline is document preparation and bank coordination.

No. The Civil and Commercial Code (Section 1099) requires a minimum of 3 promoters at registration. Plizz typically structures a founder plus 2 promoters arrangement, with control retained through share class or shareholder agreement.

No. Plizz handles registration with a notarized Power of Attorney. Founders abroad can sign at the nearest Thai embassy or consulate. Bank account opening typically requires at least one visit to Thailand, depending on the bank.

The legal minimum is nominal (THB 15 per share at standard par value). In practice, most foreign-led companies register THB 2 million authorized capital — this aligns with the Labor Ministry's work-permit quota (one permit per THB 2M of registered capital). For BOI applications, the BOI sets its own minimum per activity category. Plizz's Phase 1 includes a capital-structure recommendation specific to your business model and headcount plan.

Yes, via three legal pathways: Treaty of Amity (US nationals, most sectors), BOI Promotion (eligible activities, all nationalities), or Foreign Business License (restricted activities, case-by-case). Without one of these, foreign ownership is capped at 49% under the FBA. Nominee structures are criminal under FBA Section 36 paragraph 2 — Plizz does not arrange them.

Within 60 days, register for TIN. Within 30 days of crossing THB 1.8M annual revenue, register for VAT. Within 30 days of hiring the first employee, register with Social Security. Annual statutory audit by Thai CPA required regardless of revenue level; needed before CIT filing and work-permit renewal. Plizz Group's incorporated clients qualify for the THB 9,900/month Start-up Bookkeeping Package for the first 6 months.

List 2 activities require Cabinet approval — rarely granted, 6–12 months. List 3 activities require a Foreign Business Certificate from the DBD's Director-General — typically 60–90 days. Both pathways require THB 3M minimum capital per licensed activity under Ministerial Regulation 2006. Plizz's Phase 1 classifies your activity before capital is committed.

The DBD moved to its mandatory Biz Regist digital platform on 1 July 2025. Walk-in counters closed 31 December 2025. Thai shareholders must now submit documented evidence of the origin of capital contributions at registration. Filings that would previously have been cured at the counter now require full resubmission through the platform. Plizz's process is fully updated for the new platform.

Criminal prosecution under FBA Section 36 paragraph 2: fine up to THB 1 million, imprisonment up to 3 years, applicable to both the foreign principal and the Thai nominee. In 2024, Thai authorities investigated over 26,000 companies for nominee activity. The legal alternative routes — BOI, FBL, Treaty of Amity — exist to make nominees unnecessary.