Company Registration in Thailand from India

Company registration in Thailand is a structured process primarily managed by the DBD under the Ministry of Commerce. The core steps include reserving a company name, preparing incorporation documents like the MoA, holding a statutory meeting, and registering the company with the DBD.

Beyond the initial registration, businesses must also fulfill tax obligations by obtaining a Tax ID and registering for VAT with the Revenue Department. Additional steps involve opening a corporate bank account and registering with the Social Security Administration if employees are hired. Foreign ownership in certain sectors may require an FBL or a BOI promotion for greater flexibility and incentives.

Thailand isn't just a popular tourist destination; it's also a dynamic economic powerhouse, particularly for Indian entrepreneurs seeking to enter the ASEAN market.

1. Gateway to the ASEAN Economic Community

• Strategic Location: Centrally placed in Southeast Asia, ideal for regional trade and logistics.
• Access to 600+ Million Consumers: Duty-free trade and smoother movement across ASEAN nations.
• Integrated Supply Chains: Strong infrastructure supports regional and global trade.
• Free Trade Agreements: Enhanced market access through FTAs with China, India, Australia, and more.

2. Thriving Economy & Strong India–Thailand Business Corridor

• Diversified Economy: Balanced growth across manufacturing, tourism, agriculture, and services.
• Robust India–Thailand Ties: Strengthening trade and investment through bilateral agreements.
• Established Indian Community: A supportive network of Indian businesses already operating in Thailand.
• Favorable Trade Terms: Benefits under the India–ASEAN FTA reduce market entry barriers.

3. Pro-Investment Policies & Government Support

• BOI Incentives: Tax breaks, import duty exemptions, and full foreign ownership in key sectors.
• Ease of Doing Business: Streamlined registration, visa, and ownership processes.
• Targeted Sector Support: Focused benefits for tech, EVs, digital services, and renewables.
• Reform-Driven Environment: Transparent, investor-friendly regulatory framework.

4. Diverse Business Opportunities Beyond Tourism

• Global Tourism Appeal: Over 30 million tourists annually create massive business potential.
• Service Sector Boom: Urban growth drives demand in fintech, healthcare, education, and logistics.
• Manufacturing Strength: Leading hub for autos, electronics, and medical equipment.
• Innovation Push: Thailand 4.0 supports R&D and digital transformation.

5. Cost-Effective Business Ecosystem

• Lower Operational Costs: Competitive labor and property costs vs. regional peers.
• Skilled Workforce: An Educated talent pool ensures high productivity.
• Robust Infrastructure: World-class ports, roads, and industrial zones cut logistics costs.
• Startup-Friendly: Low entry barriers and strong SME support make it ideal for new businesses.

Thailand's business laws are crucial for a smooth Thailand company registration process. The regulations primarily aim to balance foreign investment with national interests.

1. The Foreign Business Act (FBA) Explained for Indian Nationals

The cornerstone of foreign business operations in Thailand is the Foreign Business Act (FBA) B.E. 2542 (1999). This act defines what constitutes a "foreigner" for business purposes and then categorizes businesses into three lists.

Most activities on these lists require a Foreign Business License (FBL) if foreign ownership exceeds 49%.

Who is considered a "Foreigner" under the FBA?

It's not just about your nationality. Under the FBA, a "foreigner" includes:

• A natural person who isn't a Thai citizen.
• A juristic person (like a company) not registered in Thailand.
• A juristic person registered in Thailand where at least 50% of its capital is invested by foreigners or foreign-owned companies.
• A limited partnership or registered ordinary partnership where the managing partner or manager is a foreigner.

This broad definition means even a company registered in Thailand can be deemed "foreign" if its ownership structure leans towards foreign control.

2. Thai-Majority vs. Foreign-Majority Ownership Structures

Generally, a standard Thai Limited Company requires at least 51% Thai shareholding. This means a Thai national or entity must hold the majority of shares. This setup treats the company as a "Thai" company under the FBA, often exempting it from the need for an FBL for most non-restricted activities.

3. Restricted Business Categories for Foreigners

The FBA lists specific business activities that are restricted or prohibited for foreign companies. These lists are crucial to understand before you proceed with Thailand company registration:

List 1: Businesses Prohibited for Foreigners. These are sectors deemed vital for national security, culture, or public interest, where foreign participation is strictly forbidden. There are no exceptions or licenses available for List 1 businesses.

Examples include:

• Newspaper, radio broadcasting, and television station businesses.
• Rice farming, plantation, or crop growing.
• Livestock farming.
• Forestry and timber processing from natural forests.
• Fishery in Thai waters and specific economic zones.
• Trading and auction sale of antique objects of Thailand or objects of historical value.
• Making or casting Buddha Images.
• Land trading.

List 2: Businesses Requiring Cabinet Approval (and often Thai Majority). These industries affect national safety, security, arts, culture, traditions, folk handicrafts, natural resources, and the environment. Foreigners can operate in these sectors, but only with special permission from the Minister of Commerce, approved by the Cabinet.

Examples:

• Production, selling, repairing, or maintaining firearms, ammunition, military vehicles, etc.
• Domestic land, water, or air transportation (including domestic airlines).
• Mining and quarrying.
• Production of sugar from sugarcane.
• Salt farming.
• Production of certain traditional Thai arts and crafts (e.g., goldware, silverware).

List 3: Businesses Where Thai Nationals Are Not Yet Ready to Compete. These are businesses where foreigners can operate with permission from the Director-General of the Department of Business Development, approved by the Foreign Business Committee. This is the category where a Foreign Business License is commonly sought if you do not have a BOI promotion.

Examples:

• Accounting, legal, architectural, and engineering services.
• Construction (with certain exceptions for large infrastructure projects).
• Brokerage or agency businesses (with exceptions for international trade brokerage).
• Retail and wholesale trade (with certain minimum capital requirements).
• Advertising business.
• Hotel business (excluding hotel management services).
• Guided touring.
• Sale of food and beverages.
• Other service businesses.

It's essential to check which list your intended business activity falls under, as this dictates the requirements and viability of your Thailand company registration.

4. The Two Main Pathways for 100% Indian Ownership

While the FBA generally restricts foreign majority ownership, there are two primary avenues for Indian nationals to achieve 100% ownership in Thailand:

i) Board of Investment (BOI) Promotion: This is the most powerful and common incentive offered by the Thai government for businesses in eligible sectors.

• If your business aligns with Thailand’s national development goals (e.g., high-tech, R&D, green energy, or infrastructure), you may be eligible for BOI promotion.
• BOI approval allows you to receive a Foreign Business Certificate, enabling 100% foreign ownership without needing a Foreign Business License (FBL).
• BOI-promoted businesses also enjoy tax and non-tax incentives, such as corporate tax exemptions, import duty reductions, and streamlined visa/work permit processes.
• The BOI actively supports Indian investors, especially in priority sectors like medical devices, electric vehicles, and semiconductors.

ii) Treaty of Amity and Economic Relations (for US Citizens): While not directly applicable to Indian nationals:

• The U.S.–Thailand Treaty of Amity allows U.S.-majority-owned companies to operate in Thailand with 100% American ownership.
• These companies are exempt from many restrictions under the Foreign Business Act (FBA), except in a few reserved sectors.
• This treaty does not apply to Indian nationals or Indian-owned businesses.
• For Indian entrepreneurs, the Board of Investment (BOI) is the primary and most effective route for obtaining full foreign ownership rights.
• Indian investors do not benefit from the Treaty of Amity and must explore BOI-promoted activities for ownership and incentives.

Setting up a business in Thailand as an Indian national requires meeting specific eligibility criteria.

Here's a breakdown of what you need to know to ensure a smooth Thailand company registration process.

The BOI is a Thai government agency dedicated to promoting investment in key sectors that contribute to the country's economic development. They offer attractive incentives to qualified businesses.

The Benefits of a BOI-Promoted Company for Indian Investors

A BOI-promoted company offers significant advantages, including:

• 100% Foreign Ownership: Indian investors can fully own their Thai company without needing a Thai partner, eliminating the usual 49% foreign ownership limit.
• No Need for a Foreign Business License (FBL): With the BOI promotion, you receive a Foreign Business Certificate, allowing operations without the lengthy FBL approval process.
• Corporate Tax Exemptions: BOI-promoted companies may receive up to 8 years of corporate income tax exemption, plus a 50% tax reduction for additional years.
• Import Duty Exemptions: Enjoy exemptions on import duties for machinery, raw materials, and components used in manufacturing or R&D.
• Easier Work Permits and Visas: BOI simplifies the process for Indian professionals to obtain work permits and long-term business visas.
• Land Ownership Rights: In some cases, foreign-owned BOI-promoted companies can purchase land for operational use, which is normally restricted.
• Priority Government Support: BOI-backed businesses receive faster approvals and support from government agencies, reducing delays and red tape.
• Credibility and Trust: Being BOI-promoted enhances your reputation with local partners, suppliers, and financial institutions in Thailand.

Having all your documents in order is key to a smooth Thailand company registration process.

For Indian Directors and Promoters

These documents are essential for every Indian individual serving as a director or initial shareholder (promoter).

1. Certified Copy of Passport:

• • A clear, legible copy of all passport pages, especially the biodata and any relevant visa/entry stamp pages.
  • Must be certified as a true copy by a Notary Public in India.
  • May also require legalization by the Ministry of External Affairs (MEA) in India and the Royal Thai Embassy/Consulate in India.

2. Proof of Residential Address (from India):

• • A recent utility bill (electricity, water, gas, or landline phone) or a personal bank statement, both not older than 3 months, showing your name and address.
  • Alternatively, a copy of your Aadhar card or driving license (address must match).
  • These documents may require notarization and, potentially, legalization.

3. Curriculum Vitae (CV) / Resume: A detailed CV outlining your educational background, professional experience, and qualifications. This supports your suitability for a director role and potential work permit applications.
4. Photographs: Recent passport-sized photographs (typically 2x2 inches with a white background), as per Thai specifications.

For the Indian Parent Company

If an Indian company is establishing a Thai subsidiary, these documents from the Indian parent are critical and require a multi-step certification process for recognition in Thailand.

1. Certified Copy of Certificate of Incorporation:

• • Proof of the Indian parent company's legal existence, issued by the Registrar of Companies (RoC) in India.
  • Requires notarization, MEA attestation/apostille in India, and final legalization by the Royal Thai Embassy/Consulate in India.

2. Certified Copy of Memorandum of Association (MOA) and Articles of Association (AOA) of the Indian Parent Company:

• • Documents defining the Indian parent company's objectives, powers, and internal regulations.
  • Requires the same multi-step certification process: notarization, MEA attestation, and Thai Embassy legalization.

3. Board Resolution Authorizing Thailand Company Registration:

• • A formal resolution from the Indian parent company's Board of Directors.
  • It must explicitly authorize the establishment of the Thai subsidiary, state its name, registered capital, and appoint individuals as directors/representatives.
  • Also requires notarization, MEA attestation, and Thai Embassy legalization.

4. Power of Attorney (PoA):

• • If a representative (e.g., a lawyer) will sign documents on behalf of the Indian parent company or directors in Thailand, a notarized and legalized PoA is essential.
  • This grants specific authority for the registration process in Thailand.

The Memorandum of Association and Articles of Association (for the Thai Company)

These are core foundational documents drafted specifically for your new Thai company, usually with local legal assistance.

1. Memorandum of Association (MOA):

• • The fundamental constitutional document of your Thai company, filed with the DBD.
  • Must specify the company's reserved name, registered office province, comprehensive business objectives, registered capital amount, and details of the three promoters.
  • Must be drafted in Thai (with an English translation for reference) and signed by the promoters.

2. Articles of Association (AOA):

• • These are the internal rules governing the company's operations, management, and shareholder/director rights.
  • Covers provisions on meetings, director powers, dividend distribution, and share transfers.
  • Approved during the Statutory Meeting and can be standard or custom-drafted.

Proof of Capital Investment and Bank Statements

Proof of initial capital subscription is required, though full payment upfront isn't always mandatory.

1. Bank Statement/Certificate from Thai Bank:

• • A statement or letter from a Thai bank confirming that at least 25% of the registered capital has been paid up by the shareholders into the company's account.
  • For capital over THB 5 million, additional bank certification of the director's receipt of paid-up capital might be needed.

2. Proof of Source of Funds (for Thai Shareholders):

• • If Thai shareholders are involved, the DBD may request proof of their source of funds for contributions.
  • This is to prevent nominee shareholders and can include bank statements (at least 6 months) or bank letters confirming financial status.

Other Important Documents and Information

Additional details and documents are required to complete the company registration in Thailand.

1. Registered Local Office Address Proof: Includes a copy of the lease agreement for your Thai office, house registration (Tabien Baan) of the premises, and the Thai ID and consent letter from the landlord.
2. Company Seal (Optional but Recommended): Not strictly mandatory for initial registration, but a company seal is widely used for official documents and transactions in Thailand.
3. Details of Proposed Business Activities: A clear, comprehensive list of all intended business activities for your company. This helps in drafting the MOA objectives and identifying if a Foreign Business License or other permits are necessary.

Registering a company in Thailand involves several key steps:

Step 1: Reserving a Unique Company Name with the DBD

Your first task is to reserve a unique company name through the Department of Business Development (DBD) portal.

• The proposed name must not be identical to or too similar to any existing registered company.
• You can submit up to three name choices in order of preference.
• The name reservation is typically approved within 1–3 working days and remains valid for 30 days.

Step 2: Filing the Memorandum of Association (MOA)

After name approval, you must prepare and file the MOA with the DBD. This legal document includes:

• The company’s reserved name and registered office address in Thailand.
• The objectives of the company should align with the intended business activities.
• The amount of registered capital and the number of shares.
• Names, addresses, and shareholding details of at least three promoters (for a private limited company).

Once filed, the MOA lays the foundation for the company’s legal existence.

Step 3: Holding a Statutory Meeting and Appointing Directors

After the MOA is approved, the promoters must convene a statutory meeting. This is a mandatory step and includes:

• Approval of the Articles of Association (the company’s internal rules and governance structure).
• Appointment of one or more directors and the company’s auditor.
• Approval of any expenses incurred during the setup process.
• Allocation and agreement of shareholding among the promoters and shareholders.

This meeting finalizes the company’s structure before formal registration.

Step 4: Opening a Thai Bank Account and Depositing Capital

Next, you must open a corporate bank account in Thailand under the company’s name.

• A bank account is required to deposit the registered capital, which must be paid up in full (or partially, based on ownership structure and legal requirements).
• Foreign shareholders may need to submit Foreign Exchange Transaction Forms (FETs) if transferring funds from abroad.
• The bank will issue a certificate as proof of capital deposit, which will be used in later stages.

Step 5: The Final Registration with the Ministry of Commerce

After fulfilling the previous steps, you submit the incorporation documents to the DBD for final approval. This includes:

• MOA, Articles of Association, shareholder list, director details, and capital deposit proof.
• Once approved, you’ll receive your Company Registration Certificate and Company Affidavit, confirming legal incorporation.
• Your company will also receive a 13-digit company registration number, used for all government interactions.

This step formally establishes your company as a legal entity in Thailand.

Step 6: Registering for VAT and Corporate Income Tax

After incorporation, you must comply with Thailand’s tax regulations.

• VAT Registration: Required if annual revenue is expected to exceed THB 1.8 million. The application must be filed within 30 days of reaching the threshold or starting operations.
• Corporate Income Tax (CIT): You must register your company with the Revenue Department to obtain a Tax Identification Number (TIN) and meet monthly and annual filing obligations.
• Social Security: You may also need to register for Social Security if hiring employees, and obtain any necessary business licenses based on your industry.

The total cost for company registration in Thailand can range from THB 80,000 to THB 200,000+ (approx. ₹210,000 to ₹525,000+), depending on factors like company structure, registered capital, and the need for a Foreign Business License or BOI promotion. Below is a detailed breakdown of potential government, professional, and ongoing fees.

Note: The exchange rate between the THB and INR fluctuates regularly. As of now, 1 Thai Baht is approximately equal to Rs. 2.64. However, rates may vary based on market conditions and currency conversion fees.

Important Considerations for Your Thailand Company Registration Cost:

• Registered Capital: Higher capital increases government fees and affects the THB 2 million requirement for foreign work permits.
• Location: Bangkok has higher professional fees and office rents than provinces like Chiang Mai or industrial zones.
• Business Complexity: Simple service businesses cost less than complex manufacturing or BOI-promoted ventures.
• Service Provider: Legal and accounting fees vary; compare quotes from multiple reputable firms.
• Hidden Costs: Watch for extra charges like courier, bank fees, and translation expenses.

Operating your business in Thailand requires a proper immigration status.

1. Minimum Capital for Foreign Work Permits: The standard minimum registered capital is THB 2 million to qualify for work permits for foreign employees, including owners.
2. Additional Capital for Multiple Foreign Staff: For each extra foreign work permit, an additional THB 2 million in registered capital may be required to regulate the foreign workforce size.
3. Capital Deposit Requirement: The full capital must be paid and deposited in a Thai bank before applying for work permits, with a bank deposit certificate mandatory for the application.
4. Impact on Startups and Small Companies: Capital rules significantly affect initial investment planning and cash flow; early budgeting and professional advice are recommended.
5. Lower Capital for Companies Without Foreign Staff: Companies hiring only Thai employees can register with lower capital but must still meet minimum thresholds set by the DBD based on business type and size.

The company registration certificate is the official legal document issued by Thailand’s DBD. This certificate confirms that your company is legally incorporated under Thai law and is authorized to operate.

The certificate includes critical details such as:

• Official company name and registration number.
• Date of incorporation and registered address.
• Company type and business objectives.
• Authorized capital and shareholder information.
• Issuing authority details and official DBD stamp.

How to Download a Thai Company Registration Certificate?

To download your company registration certificate in Thailand, follow these steps:

1. Visit the DBD official website: Go to the official website of the Department of Business Development (DBD), which manages company registrations in Thailand. Ensure you access the correct site to avoid third-party errors.
2. Navigate to the e-Registration or e-Service section: Look for the section labeled “บริการอิเล็กทรอนิกส์” (e-Service) or “e-Registration” from the main menu. This is where all digital company registration services are centralized.
3. Log in using your company credentials or e-citizen ID: Use the login credentials provided at the time of registration. Thai nationals can log in using their e-citizen ID, while foreigners may use the credentials issued by DBD during the incorporation process.
4. Access your registered company profile: Once logged in, navigate to your dashboard and select your registered company from the list. You’ll see detailed information, including status, directors, and registration data.
5. Download the certificate in PDF format from the registration summary page: Locate the option to view or print your company registration summary. You’ll find a download button that allows you to save the official PDF certificate for your records or submission to banks and authorities.

How to Check the Status of a Thai Company Registration Certificate?

Here’s how to check the status of your Thai Company Registration Certificate:

1. Visit the Department of Business Development (DBD) Website: Go to the official DBD portal.
2. Access the Business Search or Company Registration Status Section: Look for options like “Business Search” or “Company Registration Status.”
3. Enter Company Details: Input your company name or registration number as required.
4. Submit and View Status: After submitting, you will see the current registration status, such as “Under Review,” “Approved,” or “Registered.”
5. Contact DBD if Needed: For detailed queries or delays, contact the DBD directly via their helpdesk or customer service.