How to Set Up a Non-BOI Company in Thailand: Complete Legal Guide by The Thailand Lawyer Service

Setting up a company in Thailand can be a lucrative move for foreign investors and entrepreneurs looking to tap into Southeast Asia’s vibrant economy. While Thailand offers a range of business structures and investment incentives through the Board of Investment (BOI), not all businesses require or qualify for BOI promotion. For most standard enterprises—especially in trading, services, consulting, restaurants, and tourism—the non-BOI route is the standard method of company formation.

At The Thailand Lawyer Service, based in Bangkok, we provide legal expertise and step-by-step support to ensure that your non-BOI company setup is fully compliant with Thai regulations. This guide outlines every aspect of the company formation process in Thailand outside the BOI framework.

Understanding Non-BOI Company Formation in Thailand

A non-BOI company refers to a company that is not promoted by the Board of Investment and does not benefit from the incentives BOI companies receive, such as tax exemptions or work permit privileges. However, this does not limit its capacity to operate successfully in Thailand. Most foreign businesses operate under the non-BOI category and thrive with the right legal structuring and local support.

Business Structures Available for Non-BOI Companies

Foreign investors can choose from several legal entities when setting up a business in Thailand:

Private Limited Company (most common for SMEs)
Representative Office (non-revenue generating)
Branch Office (of a foreign parent company)
Partnership (rare among foreign entities)

Among these, the Thai Private Limited Company is the most popular structure for non-BOI business incorporation due to its flexibility, liability protection, and clear legal framework.

Step-by-Step Process to Register a Non-BOI Limited Company in Thailand

Setting up a limited company involves multiple stages, from name reservation to tax registration. Below is the full process explained:

1. Company Name Reservation

The first step is to reserve a unique company name with the Department of Business Development (DBD). Three name choices are submitted in order of preference. The name must not resemble existing entities and must comply with naming conventions.

2. Filing of Memorandum of Association (MOA)

Once the name is approved, the MOA must be filed. It includes:

Company name
Business objectives
Registered capital
Office address
Names and addresses of shareholders
Authorized directors

3. Shareholder and Director Structure

A Thai limited company must have at least three shareholders. While 100% foreign ownership is permitted in some cases, generally Thai nationals must own at least 51% of the shares, unless the business qualifies under exceptions like the US Treaty of Amity or operates under certain foreign business licenses.

Foreigners can be directors, and there is no restriction on the number of directors. The director(s) will be responsible for signing company documents and managing operations.

4. Statutory Meeting and Company Registration

A statutory meeting must be held to:

Approve the Articles of Association
Ratify business contracts
Appoint the director(s)
Authorize share allotments

After the meeting, the company is officially registered with the DBD. At this stage, the company is considered a legal entity.

5. Tax and VAT Registration

Businesses must register for a tax ID card and, if the annual turnover exceeds a threshold or engages in VAT-applicable services, register for VAT. These registrations are made at the Revenue Department.

6. Social Security Registration

If the company hires employees, it must register for the Social Security Fund within 30 days of hiring the first employee.

Legal Requirements for Non-BOI Companies

Foreigners planning to form a non-BOI company in Thailand must meet certain legal conditions:

Foreign Business Restrictions

According to the Foreign Business Act, foreign companies are restricted from engaging in specific sectors unless they obtain a Foreign Business License (FBL). Activities like trading, consultancy, and certain services fall under this regulation. Structuring your company correctly can help comply with these rules.

Minimum Capital Requirements

For foreign-majority owned companies, a minimum capital of 2 million THB is typically required to obtain a Foreign Business License. If the company hires foreign staff, additional capital may be needed depending on the number of work permits.

Registered Capital

While the law does not require all capital to be paid upfront, at least 25% must be paid within three months of registration. The registered capital will also determine the company’s ability to hire foreign employees.

Hiring Foreign Staff and Work Permits

Non-BOI companies can hire foreign employees but must meet the requirements set by the Department of Employment:

Typically, one foreign employee per 2 million THB registered capital
A ratio of four Thai employees per foreign staff is commonly required
The company must have a registered office and comply with reporting requirements

A non-BOI company must sponsor work permits and non-immigrant “B” visas for foreign staff. These must be renewed annually, and the company must maintain proper accounting and tax documentation to comply.

Accounting and Compliance

Every limited company in Thailand, including non-BOI companies, must comply with Thai accounting standards and legal obligations. These include:

Monthly withholding tax filings
VAT (if applicable)
Social security contributions
Annual financial statements and audits
Corporate income tax filings

Non-compliance can lead to fines, visa complications, and revocation of work permits.

Opening a Corporate Bank Account

Once the company is registered and the director has a work permit or valid visa, a corporate bank account can be opened in Thailand. Requirements vary by bank but usually include:

Company affidavit
Shareholder list
MOA and Articles of Association
Director’s passport and work permit
Board resolution authorizing account opening (if needed)

Office Address and Lease Agreement

The company must have a valid physical office address in Thailand. Virtual offices are not accepted for work permit purposes. A lease agreement and letter from the landlord confirming the office space are required for registration.

Common Challenges and How We Help

The setup of a non-BOI company can be complicated by regulatory barriers, document requirements, and procedural delays. Common hurdles include:

Restrictions on foreign ownership
Complexities in obtaining a foreign business license
Meeting capital and employee ratio requirements
Language barriers in dealing with government offices

At The Thailand Lawyer Service, we eliminate the guesswork. We manage the entire process from name reservation to business license, tax registration, and work permit setup. Our legal experts ensure that your company is fully compliant with Thai law, helping you avoid costly mistakes and delays.

Why Set Up a Non-BOI Company in Thailand?

Despite BOI benefits, many foreign investors choose the non-BOI route because:

Their business does not fall under BOI-promoted activities
They want more control over their company structure
They prefer to operate independently without annual reporting to the BOI
They are focusing on local markets rather than export-driven activities

With the right legal framework, non-BOI companies can operate smoothly and profitably in Thailand.

Start Your Company Formation in Thailand Today

Setting up a non-BOI company in Thailand is a strategic move for entrepreneurs and businesses looking to grow in a stable and dynamic environment. With the right legal partner, you can establish your company efficiently, comply with Thai law, and position yourself for long-term success.

The Thailand Lawyer Service, based in Bangkok, specializes in helping foreign investors establish legally compliant, fully registered businesses in Thailand. From document preparation to tax compliance and work permit applications, we handle every legal step for you—accurately and professionally.