Setting Up a Company in Thailand: Thai Co., BOI and Amity Explained

Doing business in Thailand as a foreigner starts with an uncomfortable law: by default, you cannot control a Thai company. The Foreign Business Act reserves most sectors for majority Thai ownership, and everything else, BOI promotion, the Amity Treaty, work permit math, flows from how you deal with that constraint. Here is the honest map of the three real structures, what they cost, and how long they take.

The default: a majority Thai Co., Ltd.

A standard Thai private limited company (Co., Ltd.) doing business in a restricted sector, which covers most service businesses, must be at least 51 percent Thai-owned. That means real Thai shareholders with real capital at risk. The old shortcut, nominee shareholders holding shares for a foreigner while signing away their rights, is illegal under the Foreign Business Act and is being actively investigated and prosecuted, with the same enforcement wave hitting nominee property structures. If your business plan requires a fake partner, you do not have a business plan.

A genuine 51/49 structure with a trusted Thai partner works for thousands of businesses: restaurants, shops, agencies, gyms. Control can be legitimately balanced through share classes with weighted voting rights and shareholder agreements, but the Thai majority must be real. A Co., Ltd. itself is quick and cheap to incorporate: about a week, government fees in the low thousands of baht, no minimum capital except what the next section forces.

The work permit math

Owning a company does not let you work in it; a work permit does, and the standard formula is what actually sets your capital: roughly 2,000,000 THB of registered capital and 4 Thai employees per foreign work permit. Two foreign directors working in the business means 4M THB capital and 8 Thai staff on payroll with social security. This is the quiet filter that separates lifestyle businesses from paper ones: those 4 salaries are a real monthly commitment of 60,000 THB and up before you pay yourself anything. Working in your own business without a permit, even answering emails behind the bar you own, is illegal and enforced.

BOI promotion: the clean 100 percent route

The Board of Investment exists to attract the industries Thailand wants, and its promotion certificates override the Foreign Business Act. A BOI-promoted company can be 100 percent foreign-owned, gets work permits through the streamlined one-stop service without the 4-Thai-employees ratio, and often receives corporate tax holidays of 3 to 8 years and import duty exemptions.

The catch is eligibility and substance. BOI categories cover software and digital services, advanced manufacturing, biotech, regional headquarters and similar targeted activities, each with minimum investment and sometimes hiring or revenue conditions; a software company, for instance, typically needs a credible plan around 1,000,000 THB minimum investment and Thai IT hires. The process runs 2 to 4 months from application to certificate for a well-prepared file, and the reporting obligations afterward are real. For tech founders and companies with substance, BOI is unambiguously the best structure in the country. For a one-person consultancy, it is usually out of reach.

The Amity Treaty: the American exception

US citizens and US-majority companies can register under the 1966 Treaty of Amity, which allows 100 percent American ownership in most service sectors without BOI-level substance requirements. It does not open land ownership, and the standard work permit math still applies, but for American consultants and service businesses it removes the Thai-majority problem entirely. Registration through the Commerce Ministry takes a few weeks on top of normal incorporation.

Timelines and running costs, realistically

Every Thai company, however small, must file audited financial statements annually and monthly withholding and social security returns, hence the accounting line. VAT registration becomes mandatory at 1.8M THB of annual revenue. Corporate income tax is 20 percent standard, with SME reductions on the first profits, and dividends to you personally are taxed again; your personal side is covered in taxes in Thailand for expats.

Do you actually need a company?

The question worth asking before any of this: if your clients are outside Thailand, you may not need a Thai structure at all. A remote worker on a DTV serving foreign clients needs no Thai company and no work permit; that route is compared in working remotely from Thailand and which visa for Thailand. A Thai company is for Thai-facing business: local clients, a physical venue, staff, invoicing in THB. Setting one up to hold a villa is the classic mistake; property structures are a different subject with their own rules, covered in buying property in Thailand.

Frequently asked questions