Corporate Law
Building Compliant Business Structures in the Land of Smiles
Establishing a business in Thailand as a foreign national is not simply a matter of filing paperwork. The Foreign Business Act of 1999 restricts foreign ownership in approximately fifty business categories, Thai corporate law imposes specific governance obligations on directors and shareholders, and immigration rules tie your right to work directly to your company’s structure and capitalisation. Getting any of these elements wrong can result in fines, personal liability, or the inability to operate.
At Samui Legal & Tax, we guide foreign entrepreneurs through the full corporate lifecycle — from choosing the right entity type and negotiating shareholder arrangements, through registration at the Department of Business Development, to ongoing annual compliance. We understand the practical realities of running a business on the islands: the interplay between company structure, work permits, and visa status; the challenges of opening corporate bank accounts; and the importance of maintaining genuine, defensible shareholder arrangements.
Our bilingual team drafts all corporate documentation in both Thai and English, ensuring you understand every clause of every document that bears your signature. Whether you are launching a hospitality venture, a tech startup, or a property holding company, we build the legal foundation that lets you focus on growing your business.
What We Handle
End-to-End Corporate Legal Services
Company Registration & Incorporation
We handle the entire registration process for Thai private limited companies: company name reservation at the Department of Business Development (DBD), preparation of the Memorandum of Association, statutory meeting coordination, share allotment, director appointments, and final registration. We advise on the appropriate registered capital — typically THB 2 million per foreign work permit — and structure the shareholding to comply with the Foreign Business Act while maximising your operational control through carefully drafted articles of association and preference share arrangements.
Foreign Business Act Compliance
The FBA restricts foreign-majority-owned companies from operating in approximately fifty listed business categories without a Foreign Business Licence (FBL). We assess whether your intended activities fall within these restrictions, advise on structuring options — including genuine Thai-majority ownership, FBL applications, BOI exemptions, or the US Treaty of Amity — and ensure your company’s ownership structure can withstand scrutiny. We also monitor legislative updates that may affect your business category and advise on compliance when your activities evolve.
BOI Promotion Applications
The Thailand Board of Investment offers powerful incentives for qualifying businesses: up to 100% foreign ownership, corporate income tax exemptions for up to 13 years, exemption from foreign ownership restrictions, and streamlined work permit processing. We assess your eligibility, prepare the detailed application packages, represent you during the approval process, and manage post-approval compliance conditions. BOI promotion is particularly valuable for technology, manufacturing, and targeted service businesses operating on or from the islands.
Shareholder Agreements
A well-drafted shareholder agreement is the most important protective document for any foreign investor in a Thai company. We draft agreements that define voting rights and decision-making thresholds, share transfer restrictions and pre-emption rights, deadlock resolution mechanisms, dividend policies, director appointment procedures, non-compete and confidentiality obligations, and exit provisions including drag-along and tag-along rights. These agreements protect minority shareholders and provide clear direction when disputes arise.
Mergers, Acquisitions & Business Sales
Whether you are acquiring an existing Thai business, selling your own, or merging operations, we manage the full transaction: corporate due diligence, valuation advisory, sale and purchase agreement drafting, share transfer documentation, DBD filings, employee transfer considerations under Thai labour law, and post-completion integration. For businesses held through Thai companies, we also advise on whether an asset sale or share sale structure is more tax-efficient for your specific circumstances.
Corporate Governance & Director Duties
Thai law imposes fiduciary duties on company directors under Sections 1168–1169 of the Civil and Commercial Code, including the obligation to act in good faith and with due care. Directors face personal liability for losses caused by breach of these duties. We advise on the scope of directors’ powers, proper delegation, conflict of interest management, board meeting procedures, and the maintenance of corporate records — ensuring your governance framework protects both the company and its directors.
Annual Compliance & Statutory Filings
Every Thai company must hold an Annual General Meeting within four months of its fiscal year-end, prepare audited financial statements, and file them with both the DBD and the Revenue Department within prescribed deadlines. We coordinate your AGM, prepare minutes, ensure financial statements meet Thai Financial Reporting Standards, manage the relationship with your certified auditor, and handle all filings — including VAT returns, corporate income tax returns (PND 50 and PND 51), and withholding tax submissions.
Corporate Restructuring & Share Transfers
Business needs change. We handle share transfers between existing and new shareholders (including the critical DBD filings and shareholder list updates), capital increases and decreases, amendments to the Memorandum and Articles of Association, changes of directors, registered office relocations, and business objective modifications. For companies with foreign participation, each structural change requires careful analysis of FBA implications — we ensure every modification maintains your company’s compliance status.
Dissolution & Liquidation
When a business reaches the end of its lifecycle — whether through completion of its purpose, shareholder agreement, or commercial necessity — the dissolution process in Thailand requires strict procedural compliance. We manage voluntary dissolution through special shareholder resolution, appointment of a liquidator, creditor notification, asset distribution, final tax filings, and deregistration with the DBD and Revenue Department. For contested dissolutions, our litigation team can represent your interests through judicial proceedings.
Choosing the Right Entity for Your Business
The optimal structure depends on your business activities, ownership goals, capital, and immigration needs. We advise on the right fit — here are the three most common paths for foreign entrepreneurs.
Thai-Majority Limited Company
The standard vehicle for foreign entrepreneurs. You hold up to 49% of shares, with Thai nationals holding 51%. Through carefully structured articles of association and preference share classes, the foreign director retains operational control. Suitable for most business types on the islands — hospitality, services, retail, consultancy, property management. Requires genuine Thai shareholders with documented investment sources. Minimum THB 2 million registered capital per work permit.
BOI-Promoted Company
For eligible industries — technology, manufacturing, digital services, certain tourism activities — a BOI promotion allows 100% foreign ownership, corporate income tax holidays of up to 13 years, land ownership rights, and faster work permit processing. The application process is rigorous and requires detailed business plans, but the benefits are substantial. Minimum registered capital is typically THB 1 million, though higher thresholds apply for some activity categories.
Branch or Representative Office
For foreign companies seeking a presence without full incorporation: a representative office can conduct market research, coordinate activities, and source goods but cannot generate revenue in Thailand. A branch office can conduct business but requires a Foreign Business Licence and must maintain minimum capital of THB 3–5 million. Both structures are registered with the DBD and require annual compliance filings.
From Concept to Operational Company
A proven five-stage process that gets your company registered, compliant, and ready to trade.
Strategy & Structure
We assess your activities, ownership goals, and visa needs to recommend the optimal entity and shareholding.
Documentation
Bilingual preparation of MOA, articles, shareholder agreements, and all registration documents.
Registration
Company name reservation, statutory meeting, and DBD registration — typically completed within 5–7 business days.
Tax & Banking
Tax registration, VAT setup, corporate bank account opening, and Revenue Department filings.
Work Permit & Visa
Non-B visa support and work permit application, linking your immigration status to your new company.
The 15 Questions Foreign Entrepreneurs Ask Most
Ranked by frequency across our consultations and Thailand-wide search data. Click any question to expand.
Can a foreigner be a director of a Thai company?
Yes, there is no nationality requirement for directors. A foreigner can be a sole director. However, to physically perform director duties (signing, managing) in Thailand, a work permit is required. Many start with a Thai interim director while immigration paperwork is processed.
Can a foreigner own 100% of a Thai company?
Under the Thai Civil and Commercial Code, there is no outright prohibition, but the Foreign Business Act (FBA) restricts foreign-majority companies from about 50 categories (restaurants, tourism, retail, etc.). To achieve 100% ownership, you need a BOI promotion, a Foreign Business Licence (FBL), or to operate in a non-restricted sector like manufacturing. US citizens may also use the US Treaty of Amity for majority ownership.
Can my Thai company own land?
Yes, if it is a Thai-majority company (51%+ Thai shares). However, the Land Office scrutinizes companies with foreign participation to ensure they aren't nominee vehicles. BOI-promoted companies may own land directly regardless of ownership ratio, provided it is used for business operations.
Do I need a work permit to run my own company?
Yes. Registering a company does not grant the right to work. Managing, signing contracts, or supervising staff requires a work permit linked to a Non-Immigrant B visa. The company must have THB 2 million capital per foreign worker (THB 1 million if married to a Thai) and a 4:1 ratio of Thai employees to foreign workers.
How do I open a corporate bank account as a foreigner?
The authorized director must visit the bank in person with original DBD documents (under 30 days old), ID, and company seal. Banks are stringent and usually require a Non-Immigrant visa, office lease, and proof of business activity.
How do I protect my interests as a minority shareholder?
Use preference shares for weighted voting, a shareholder agreement for veto rights on "reserved matters" (capital changes, loans), and blocking power on special resolutions (requiring 26%+ stake). These protections must be drafted into the Articles of Association at incorporation.
How many shareholders does a Thai company need?
A minimum of two shareholders is required. If Thai-majority ownership is needed under the FBA, at least one Thai shareholder must hold 51% or more. All shareholders must be genuine investors; authorities now require bank statements from Thai shareholders to prove they have the means to acquire their shares.
How much does it cost to register a company in Thailand?
Government fees are THB 5,500 per million of registered capital. For a standard THB 2 million company (to support a work permit), fees are approx. THB 11,000. Total costs include legal fees for structuring and bilingual documentation. Registered capital does not need to be fully deposited at incorporation; it can be paid up over time.
What annual filings and compliance obligations does my company have?
Requirements include: an Annual General Meeting (AGM) within 4 months of year-end, audited financial statements filed with DBD and Revenue Department, half-year and annual CIT returns, and monthly VAT/Withholding Tax/Social Security submissions. Non-compliance results in fines and difficulty renewing work permits.
What happens to my company if I leave Thailand?
The entity continues to exist, but your work permit and visa must be cancelled within 15 days. Compliance filings must continue. If you are the sole director, a new one must be appointed before departure or through resolution, otherwise the company cannot transact. Formal liquidation is required to close permanently.
What is a nominee shareholder and why is it illegal?
A nominee is a Thai national holding shares for a foreigner to bypass ownership restrictions. This is illegal under Section 36 of the FBA. Penalties include fines and 3 years' imprisonment for all parties. DBD requires proof of funds for Thai shareholders. Discovery leads to company dissolution and potential asset loss.
What is the BOI and how can it benefit my business?
The Board of Investment offers incentives like 100% foreign ownership, CIT exemptions up to 13 years, and duty-free imports. It targets specific industries (software, digital content, high-end tourism). Applications take 60–90 days and require a detailed business plan.
What is the corporate income tax rate in Thailand?
Standard CIT is 20%. SMEs (capital under THB 5M, revenue under THB 30M) pay 0% on the first THB 300k profit and 15% on profits up to THB 3M. VAT is 7%. BOI companies may get exemptions up to 13 years. DTAs with 60+ countries may reduce withholding tax on repatriated profits.
What is the Foreign Business Act and how does it affect me?
The FBA (1999) governs foreign investment. List 1 is prohibited, List 2 requires Cabinet approval, and List 3 (most common island businesses like bars/hotels) requires an FBL. A company is "foreign" if foreigners hold 50% or more shares or majority voting power. Violations carry fines up to THB 1 million and 3 years' imprisonment.
What is the minimum registered capital required?
Technically no statutory minimum, but practical requirements exist: THB 2 million for a foreign work permit (THB 1 million if married to a Thai), THB 1 million for BOI companies, and THB 3–5 million for branch offices. Only 25% needs to be called up initially, but the Labour Department may request evidence of injection for work permits.
The 15 Questions Foreign Entrepreneurs Ask Most
Ranked by frequency across our consultations and Thailand-wide search data. Click any question to expand.
Can a foreigner be a director of a Thai company?
Yes, there is no nationality requirement for directors. A foreigner can be a sole director. However, to physically perform director duties (signing, managing) in Thailand, a work permit is required. Many start with a Thai interim director while immigration paperwork is processed.
Can a foreigner own 100% of a Thai company?
Under the Thai Civil and Commercial Code, there is no outright prohibition, but the Foreign Business Act (FBA) restricts foreign-majority companies from about 50 categories (restaurants, tourism, retail, etc.). To achieve 100% ownership, you need a BOI promotion, a Foreign Business Licence (FBL), or to operate in a non-restricted sector like manufacturing. US citizens may also use the US Treaty of Amity for majority ownership.
Can my Thai company own land?
Yes, if it is a Thai-majority company (51%+ Thai shares). However, the Land Office scrutinizes companies with foreign participation to ensure they aren't nominee vehicles. BOI-promoted companies may own land directly regardless of ownership ratio, provided it is used for business operations.
Do I need a work permit to run my own company?
Yes. Registering a company does not grant the right to work. Managing, signing contracts, or supervising staff requires a work permit linked to a Non-Immigrant B visa. The company must have THB 2 million capital per foreign worker (THB 1 million if married to a Thai) and a 4:1 ratio of Thai employees to foreign workers.
How do I open a corporate bank account as a foreigner?
The authorized director must visit the bank in person with original DBD documents (under 30 days old), ID, and company seal. Banks are stringent and usually require a Non-Immigrant visa, office lease, and proof of business activity.
How do I protect my interests as a minority shareholder?
Use preference shares for weighted voting, a shareholder agreement for veto rights on "reserved matters" (capital changes, loans), and blocking power on special resolutions (requiring 26%+ stake). These protections must be drafted into the Articles of Association at incorporation.
How many shareholders does a Thai company need?
A minimum of two shareholders is required. If Thai-majority ownership is needed under the FBA, at least one Thai shareholder must hold 51% or more. All shareholders must be genuine investors; authorities now require bank statements from Thai shareholders to prove they have the means to acquire their shares.
How much does it cost to register a company in Thailand?
Government fees are THB 5,500 per million of registered capital. For a standard THB 2 million company (to support a work permit), fees are approx. THB 11,000. Total costs include legal fees for structuring and bilingual documentation. Registered capital does not need to be fully deposited at incorporation; it can be paid up over time.
What annual filings and compliance obligations does my company have?
Requirements include: an Annual General Meeting (AGM) within 4 months of year-end, audited financial statements filed with DBD and Revenue Department, half-year and annual CIT returns, and monthly VAT/Withholding Tax/Social Security submissions. Non-compliance results in fines and difficulty renewing work permits.
What happens to my company if I leave Thailand?
The entity continues to exist, but your work permit and visa must be cancelled within 15 days. Compliance filings must continue. If you are the sole director, a new one must be appointed before departure or through resolution, otherwise the company cannot transact. Formal liquidation is required to close permanently.
What is a nominee shareholder and why is it illegal?
A nominee is a Thai national holding shares for a foreigner to bypass ownership restrictions. This is illegal under Section 36 of the FBA. Penalties include fines and 3 years' imprisonment for all parties. DBD requires proof of funds for Thai shareholders. Discovery leads to company dissolution and potential asset loss.
What is the BOI and how can it benefit my business?
The Board of Investment offers incentives like 100% foreign ownership, CIT exemptions up to 13 years, and duty-free imports. It targets specific industries (software, digital content, high-end tourism). Applications take 60–90 days and require a detailed business plan.
What is the corporate income tax rate in Thailand?
Standard CIT is 20%. SMEs (capital under THB 5M, revenue under THB 30M) pay 0% on the first THB 300k profit and 15% on profits up to THB 3M. VAT is 7%. BOI companies may get exemptions up to 13 years. DTAs with 60+ countries may reduce withholding tax on repatriated profits.
What is the Foreign Business Act and how does it affect me?
The FBA (1999) governs foreign investment. List 1 is prohibited, List 2 requires Cabinet approval, and List 3 (most common island businesses like bars/hotels) requires an FBL. A company is "foreign" if foreigners hold 50% or more shares or majority voting power. Violations carry fines up to THB 1 million and 3 years' imprisonment.
What is the minimum registered capital required?
Technically no statutory minimum, but practical requirements exist: THB 2 million for a foreign work permit (THB 1 million if married to a Thai), THB 1 million for BOI companies, and THB 3–5 million for branch offices. Only 25% needs to be called up initially, but the Labour Department may request evidence of injection for work permits.