Starting a business in Thailand is an exciting opportunity, but it also involves important legal procedures that must be carefully followed. Whether you're an investor looking to enter the Thai market or an entrepreneur launching a new venture, understanding the basic legal framework for setting up a company can help you start on the right foot—and avoid costly mistakes. This article outlines the essential legal steps and considerations for setting up a company in Thailand.

1. Choosing the Right Type of Company

The most common type of business structure in Thailand is the Private Limited Company (Co., Ltd.), which offers flexibility and limited liability for shareholders. Other legal structures include:

• Public Limited Company – used for large-scale operations or publicly listed companies

• Partnerships – including ordinary and limited partnerships

• Branch Office / Representative Office – for foreign companies operating in Thailand under limited activities

For most foreign-owned businesses, the private limited company is the preferred structure due to its clear legal framework and wide acceptance.

2. Company Name Reservation

The first formal step is to reserve the company name with the Department of Business Development (DBD), Ministry of Commerce. The name must not conflict with existing companies or violate public morals.

3. Preparing and Registering Company Documents

After the name is approved, the company must prepare several key documents, including:

• Memorandum of Association (MOA)
  This outlines the company’s name, objectives, registered capital, and shareholder information.

• Articles of Association (Bylaws)
  These govern internal operations such as shareholder meetings, voting rights, and director powers.

• Company Registration Application

Once prepared, these documents are submitted to the DBD for company registration, typically within 90 days of name reservation. If all documents are in order, registration can be completed in 1-3 business days.

4. Capital and Shareholding Requirements

• Minimum Capital:
  The general minimum is THB 2 million for foreign-owned companies (or THB 1 million for Thai-owned businesses). Some activities may require higher capital under the Foreign Business Act.

• Shareholding Structure:
  A minimum of two shareholders is required. For foreign investors, it’s important to check if the intended business activity is restricted to Thai nationals or requires a Foreign Business License.

5. Appointing Directors and Legal Representative

A Thai company must appoint at least one director, who has the authority to bind the company. Directors may be Thai or foreign nationals, depending on the company’s structure and licensing.

The director(s) will be legally responsible for the company’s compliance, including taxes, accounting, and corporate filings.