A foreigner can set up a company (Co., Ltd.) in Thailand with a stake of less than 50%: under the Foreign Business Act it then counts as Thai, and the restrictions on types of business don’t apply. You need at least two founders; registration goes through the Department of Business Development (DBD) and has been possible online since 2025. There’s no legal minimum capital for such a company: 2 million baht is needed if you want to work in it on a work permit. Since 1 January 2026 the DBD has been checking the bank statements of every Thai shareholder, and nominee ownership carries up to three years in prison.
Where the 49/51 rule comes from
The Foreign Business Act (FBA) of 1999 treats a company as foreign if foreigners own half of the capital or more. Hence the popular set-up: 49% foreign, 51% Thai, and the company is formally Thai. The line, though, is “less than half”, not exactly 49%.
But this isn’t a rule for everyone. The FBA’s restrictions cover only the types of business in the law’s three lists, from those closed to foreigners entirely to those that require a licence. If your business isn’t on any of the lists, the company can be entirely foreign, but then the law requires capital of at least 2 million baht, and at least 3 million for licensed activities.
There are other ways around 49/51:
- BOI. Projects with Board of Investment incentives can be 100% foreign-owned, except for activities on the FBA’s first list. Which IT activities qualify.
- Foreign Business Licence (FBL): permission from the Ministry of Commerce for a specific type of business.
- The Treaty of Amity and Economic Relations with the US (Treaty of Amity): for US citizens and companies, with exceptions.
Since 28 August 2026, foreigners no longer need a licence for seven types of services, including IT, HR and administrative services, but only between related companies in the same group. Software development was left off this list: it still requires an FBL.
How to register a company
First, you check and reserve the name in the DBD system. Then you register the memorandum of association and the company itself, which can be done in a single day. You need at least two founders: since 2023 the law no longer requires three, as it used to. You can file at a DBD office (for Pattaya, the Chonburi Provincial Commercial Office) or online through DBD Biz Regist.
DBD fees are 500 baht for the memorandum and 5,000 baht for registering the company. The par value of a share must be at least 5 baht, and at least 25% of the share value must be paid up at incorporation. You need copies of the documents of all founders and directors. If five or more companies are already registered at your address, the registrar will also ask for the property owner’s consent and documents proving their right to the premises.
Capital: why “just declare it” no longer works
For a long time it was assumed that capital of up to 5 million baht only had to be written down in the documents. Since 2026 that’s no longer the case.
Since 1 January 2026, in companies where foreigners hold less than 50% or where a foreign director signs documents, every Thai shareholder has to submit a three-month bank statement showing a debit that matches their contribution. Since 1 April the director has had to sign a letter confirming that all shareholders really invested and are not acting as nominees. Since 1 August, DBD Order 2/2569 has been in force: the registration filing must include an investment letter with a table of each Thai shareholder’s transfers (amount, date, bank, account).
This follows directly from the campaign against nominees. As of 21 June 2026, the DBD classed 119,297 companies with a foreign stake of 0.01% to 49.99% as high-risk, and on-site inspections took place in 11 provinces, including Chonburi. On 8 September the DBD passed law enforcement agencies data on 36,277 companies with foreign shareholders that hold land. More in the year of DBD checks and the new filters.
For nominee ownership the FBA punishes both the Thai national who holds a stake on behalf of a foreigner and the foreigner: up to three years in prison, a fine of 100,000 to 1 million baht, or both.
Work permit and visa
A company by itself doesn’t give you the right to work in it. Under the Department of Employment rules, each work permit requires 2 million baht of paid-up capital, up to a maximum of ten permits. If the foreigner is married to a Thai citizen and lives with their spouse, the requirement is halved, to 1 million.
Four Thai employees per foreigner is a requirement not for the work permit but for extending a work-based visa: immigration checks it every year, along with capital of at least 2 million and audited financial statements.
What starts right after registration
VAT. You must register within 30 days of taxable turnover exceeding 1.8 million baht a year. Many register for VAT voluntarily, before reaching the threshold: without a tax invoice, some Thai counterparties simply won’t work with you.
Corporate income tax. The standard rate is 20%. A small company, with paid-up capital of up to 5 million baht and revenue from sales and services of up to 30 million baht a year, pays on a sliding scale: the first 300,000 baht of profit is tax-free, then 15% up to 3 million, and 20% above that. If revenue exceeds 30 million, the standard rate applies, even with small capital.
Reporting. A limited company (Co., Ltd.) always has its annual financial statements audited, even if there wasn’t a single transaction during the year. The shareholders’ meeting approves them within four months of the year end, and they’re filed with the DBD within a month of approval. Bookkeeping, VAT and withholding taxes are a monthly expense line that usually gets left out of “set up a company for X baht” estimates.
This article is a reference, not legal advice: DBD rules changed three times in 2026, so check with a specialist before you file any documents.
