Setting Up a Limited Company (L.L.C.) in Thailand – Full Guide to Company Registration

If you are considering starting a business in Thailand, one of the most popular and practical legal structures is the Limited Liability Company (L.L.C.). Known locally as a “Thai Limited Company,” this entity offers flexibility, credibility, and a formal structure suitable for both Thai and foreign investors. At The Thailand Lawyer Service, based in Bangkok, we specialize in guiding individuals and corporate entities through the full setup and registration process.

This comprehensive guide will help you understand the requirements, procedures, legal framework, and advantages of setting up an L.L.C. in Thailand.

What Is a Limited Company in Thailand?

A Limited Liability Company (L.L.C.) in Thailand is a legal entity formed with shareholders whose liability is limited to the value of the shares they hold. This structure is most commonly used for small to medium-sized enterprises and is comparable to a private limited company in Western legal systems.

An L.L.C. in Thailand is a juristic person, meaning it can enter contracts, own property, and operate independently from its shareholders.

Why Set Up a Limited Company in Thailand?

Registering an L.L.C. is the preferred choice for local entrepreneurs and foreign investors for several reasons:

  • Legal protection of personal assets

  • Ability to hire employees and apply for work permits

  • Access to local and international markets

  • Option to open a corporate bank account

  • Eligibility for tax incentives in certain business sectors

  • More credibility with clients and suppliers

  • Strategic location in Southeast Asia

Foreign Ownership Rules in Thailand

While Thailand welcomes foreign investment, the law limits foreign ownership in certain sectors under the Foreign Business Act (FBA). A Thai Limited Company can have up to 49% foreign ownership unless a Foreign Business License is obtained or the business is in a promoted sector.

To comply with these rules:

  • At least 51% of the company must be owned by Thai nationals

  • At least three shareholders are required (can be individuals or legal entities)

Key Features of a Thai Limited Company

  • Minimum Shareholders: 3 (can be Thai or foreign)

  • Minimum Directors: 1 (no nationality requirement)

  • Registered Capital: No minimum for non-regulated businesses, but at least 2 million THB is recommended if you intend to apply for a foreign employee’s work permit

  • Company Name: Must be unique and approved by the Ministry of Commerce

  • Company Address: Must have a physical office in Thailand with supporting documentation

Steps to Register a Limited Company in Thailand

1. Company Name Reservation
The first step is to reserve your company name through the Department of Business Development (DBD). The name must not be identical or similar to an existing registered company.

2. File the Memorandum of Association (MOA)
The MOA includes the company name, registered office, objectives, capital, and shareholder information. This must be filed within 30 days of name reservation.

3. Convene a Statutory Meeting
Once the shares are fully subscribed, a statutory meeting must be held to approve:

  • Articles of Incorporation

  • Appoint directors and auditors

  • Determine share allocations

4. Company Registration with the DBD
After the statutory meeting, the company must be registered officially with the Department of Business Development. This is where the company becomes a legal entity.

5. Tax Registration
If the company expects annual income exceeding 1.8 million THB, VAT registration is mandatory. A tax ID must also be obtained from the Revenue Department.

6. Social Security and Labor Compliance
Once employees are hired, the company must register with the Social Security Office within 30 days and comply with labor regulations.

Documentation Required for Company Registration

To register a Thai Limited Company, the following documents are generally required:

  • Passport copies or Thai ID cards of shareholders and directors

  • Proof of registered office (rental agreement, map, consent letter from the owner)

  • Signed MOA

  • Articles of Association

  • Minutes of the statutory meeting

  • Company affidavit and shareholder list

  • VAT and corporate tax registration documents

The Thailand Lawyer Service will handle the preparation and submission of all documents to ensure full legal compliance.

Work Permits and Visas for Foreign Directors

If foreign directors or staff intend to work in Thailand, the L.L.C. must sponsor their visa and work permit. To qualify for this:

  • The company should have at least 2 million THB in registered capital per foreign employee

  • Employ at least 4 Thai staff for each foreigner hired

  • Provide a physical office address and business operations

We assist with all visa and work permit applications and can advise on alternative solutions like the Thailand Elite Visa or LTR Visa depending on your role in the business.

Annual Obligations for a Thai Limited Company

Once the company is registered, ongoing compliance is required:

  • Annual financial statements submitted to the DBD

  • Tax filings with the Revenue Department

  • Withholding tax submissions

  • VAT filings (if registered)

  • Social security payments

  • Annual general meetings with shareholder resolutions

Failure to comply with these obligations may result in fines or revocation of business licenses. The Thailand Lawyer Service provides ongoing support and legal advice to keep your business compliant.

Business Activities Requiring Special Licenses

Certain business sectors in Thailand require additional licenses or permits to operate legally. These include:

  • Restaurants and bars (require FDA and municipal permits)

  • Hotels and accommodation services

  • Import/export businesses

  • Education services

  • E-commerce

  • Construction and engineering

We will guide you through obtaining any necessary sector-specific licenses to operate your company without interruption.

Common Mistakes to Avoid When Setting Up an L.L.C.

Many new business owners make avoidable errors that can delay the process or lead to legal issues. The most common mistakes include:

  • Choosing an already-taken or unapproved company name

  • Listing unqualified shareholders just to meet Thai ownership requirements

  • Using a virtual address not accepted by the DBD

  • Incomplete documentation for registration

  • Failing to register for tax or social security in time

Working with an experienced law service like The Thailand Lawyer Service ensures these pitfalls are avoided from the start.

How The Thailand Lawyer Service Helps

Based in Bangkok, The Thailand Lawyer Service offers comprehensive legal support for:

  • Company formation and registration

  • Foreign business licensing

  • BOI promotion assistance

  • Visa and work permit applications

  • Drafting of shareholder agreements

  • Trademark registration

  • Accounting and tax reporting

Our local knowledge and experience dealing with Thai government agencies provide you with a stress-free and professional path to establishing your Limited Company.

 

Setting up a Limited Company in Thailand is a rewarding step for entrepreneurs, consultants, startups, and international businesses looking to expand in Southeast Asia. With the right legal guidance, it’s a smooth and structured process that opens doors to exciting opportunities in Thailand’s growing economy.

At The Thailand Lawyer Service, we handle every detail of company registration, ensuring that your business is legally established, properly documented, and fully compliant. Whether you’re launching a new venture or expanding an existing one, we’re here to provide expert legal support every step of the way.

Ready to set up your Limited Company in Thailand? Contact us today to get started.