Choose the ownership and registration route that fits your Thai business, then coordinate the approvals and setup needed to operate.
Part of Viettonkin's Global Company Registration services
Foreign direct investment applications to Thailand's Board of Investment covered 2,421 projects worth about THB 1.36 trillion in 2025, up 66 percent in value from 2024. The process those investors meet has also changed: since 1 July 2026, new limited companies can only be registered online, and the Apostille Convention enters into force for Thailand on 28 February 2027. Underneath both sits the Foreign Business Act, which decides whether a foreign-controlled company may carry out your activity and on what terms. Viettonkin coordinates that assessment with the registration route, investor documents and setup after incorporation.
Under the Foreign Business Act, a company in which foreigners hold half or more of the shares is treated as foreign, and restricted activities then need a permission. Company registration, investment promotion and that permission are distinct steps, and the route needs to address all three where they apply.
For an eligible investment project in a promoted activity, typically in manufacturing, technology or other priority sectors. Promotion can bring tax and non-tax incentives, and where the promoted activity is on List Two or List Three of the Foreign Business Act, the company obtains a Foreign Business Certificate for it rather than relying on promotion alone. Promotion conditions must be addressed alongside company registration.
For a suitable ownership structure and an activity that is not restricted, or a genuinely Thai-majority venture. Assess the Foreign Business Act lists before assuming DBD registration is sufficient, because many service activities are restricted for foreign companies.
A commercial presence of the overseas parent rather than a separate Thai company. The parent remains responsible for the branch, and restricted activities require foreign business permission. It can suit a limited regional scope where a subsidiary is not needed.
For permitted non-revenue activities such as liaison, sourcing and market research. It cannot earn income from its activities in Thailand, and the scope must remain within the allowed representative functions. It can be a way to test the market before committing to a company.
Thailand offers four main routes for foreign investors, each suited to different activities, ownership structures and investment scales. Choosing before filing matters, because changing route after registration means new applications and, in some cases, a restructured company.
Scroll the table horizontally on smaller screens.
| Route | Suited to | Ownership outcome | What must be obtained |
|---|---|---|---|
| BOI promotion and DBD registration | Eligible manufacturing, technology, digital and export-oriented projects. | Majority or full foreign ownership where the promotion permits it. | BOI approval, DBD company registration, the promotion certificate and, where the activity is restricted, a Foreign Business Certificate. |
| Standard DBD registration | Unrestricted activities, or Thai-majority ventures with genuine Thai shareholders. | Full foreign ownership in unrestricted activities; below half in restricted ones. | DBD company registration through the online system. |
| Foreign Business Licence | Restricted List 3 activities where promotion does not apply or the investor does not qualify. | Foreign ownership subject to the licence conditions. | DBD registration and a licence application reviewed by the Foreign Business Committee. |
| Representative office | Liaison, sourcing and market research with no revenue in Thailand. | Part of the foreign parent. | A Foreign Business Licence from the DBD for the permitted representative functions. |
We confirm the activity and ownership route first, then coordinate the required registrations and permissions. Document preparation, promotion review, licensing and banking move at different speeds, so the schedule is agreed once the route and dossier requirements are clear.
We review the intended business against the Foreign Business Act lists and the relevant sector rules, looking at each activity rather than the company description. Where it fits the investor and activity, we consider BOI promotion or treaty eligibility. The result is a route recommendation with the permissions each activity needs.
We confirm shareholders, directors, management authority, capital and the registered address. Thai shareholders must be genuine investors; a nominee arrangement is not a substitute for a lawful ownership route. The agreed structure then drives the constitutional documents and the permission route.
We coordinate the company name, constitutional documents, investor evidence and DBD submissions. New partnership and limited-company establishment moved to online-only DBD Biz Regist filing from 1 July 2026, with identity verification for the people involved. Document preparation therefore needs to be complete before the online filing starts.
For an eligible promoted activity, we coordinate the BOI application, the approval conditions and the required Foreign Business Certificate. Otherwise we assess the applicable Foreign Business Licence or sector-specific approval. BOI approvals carry their own conditions and time limits, which are tracked from the date of approval.
We coordinate tax, VAT where applicable, banking, employer registration and foreign-worker permissions. Promotion and licence conditions form part of the ongoing compliance calendar from the start. For promoted projects, the incentives depend on the promotion certificate, so the start of promoted operations is planned around its issue.
The dossier depends on the investor type and on whether the route includes BOI promotion or foreign business licensing. Because new company filing is now online, documents need to be ready before the application starts.
Scroll the table horizontally on smaller screens.
| Document | Purpose |
|---|---|
| Parent-company records | Certificate of incorporation and constitutional documents for a corporate investor, certified and authenticated for use in Thailand. |
| Identity and authorisations | Identification for shareholders and directors, board approval of the Thai investment and powers of attorney for the people signing and filing. |
| Ownership and funding evidence | Shareholding details and financial evidence appropriate to the selected route, including how each shareholder funds their subscription. |
| Financial statements | Recent financial statements of a corporate investor where the BOI or licensing route assesses financial capacity. |
| Registered address records | Premises and permission-to-use documents accepted for the filing and business activity. |
| Project information | Business plan, investment, staffing and technology information where the BOI or licensing route requires it. |
| Authentication and translation | Certification and legalisation arrangements for foreign records, plus required translations. |
The most frequent causes of delay, regulatory exposure and post-incorporation problems in Thailand are well known. Nominee shareholding in particular is treated as an offence, not an informal workaround.
Using Thai nationals as shareholders only to meet a majority threshold, without genuine investment or participation, breaches the Foreign Business Act. Both the foreigners involved and the Thai nominees can face criminal penalties, and the company can be treated as operating without a licence. We do not structure around this risk; we look for a lawful route.
List 3 of the Act is broad and covers many service activities. Carrying out a restricted activity without the required Cabinet approval, Foreign Business Licence or promotion is a direct violation, even when the activity is only part of the business. A sector eligibility assessment before choosing the route is essential rather than optional.
Applications can be questioned where a shareholder cannot show how their shares were paid for, particularly Thai shareholders in companies with foreign participation. Evidence assembled after the fact is hard to make convincing. We plan how each subscription is paid and documented before the company is filed.
BOI promotion applies to the promoted activity and comes with obligations that start at approval, including responses to BOI notices, the deadline for registering the company and later reporting. Missing them can put the promotion at risk, and activities added later may need their own promotion or licence. Once operating, promoted projects must also keep to the employment and other conditions in the certificate.
Work permits for foreign employees depend on company-level criteria, such as paid-up capital and the number of Thai employees registered for social security, as well as the individual's role, unless promotion privileges apply. Hiring before those criteria are met leads to rejected permits and immigration problems. We align recruitment dates with the permissions timeline.
A company whose taxable revenue will exceed the VAT registration threshold must register with the Revenue Department, and the timing needs to be planned before taxable invoices are issued. Operating without registration once it is required leads to penalties and back assessments. We confirm the VAT position as part of setting up invoicing.
The next phase keeps the company ready for transactions, staff and recurring filings. Most of it should be prepared while the registration is still in progress.
We prepare the corporate and beneficial-owner information the bank requests, with authorised signatories and funding arrangements agreed. BOI-promoted companies may also need to document how foreign capital is remitted into Thailand. Account opening follows DBD registration and depends on the bank's own review.
We confirm tax registration, VAT obligations where applicable, bookkeeping and invoicing processes for the business. Every filing and invoice relies on the tax identification details, so these are confirmed before trading starts.
We coordinate employer registration with the Social Security Office and foreign-worker permissions where the planned team requires them. Registering the Thai workforce often comes first, because it can affect whether work permits for foreign staff can proceed.
Thai limited companies prepare annual financial statements audited by a certified public accountant and file them with the DBD. We arrange the audit, the annual general meeting and corporate filings, plus any BOI reporting or foreign business licence obligations that apply.
The engagements below took place in Vietnam, not Thailand. They show how Viettonkin coordinates entity structure, registration and setup for foreign investors; the Thai route itself follows the rules set out on this page.
VietnamAviation manufacturing
Viettonkin advised a Canadian corporation on establishing a legal entity in Vietnam, and the work extended to factory rental, staff recruitment and accounting and tax procedures for an aircraft components production line. We acted as legal representative, drafting and reviewing contracts and handling recruitment, accounting and tax requirements.
Read the case study
VietnamTechnology
Viettonkin advised a Singaporean investor on incorporating a software company in Vietnam and accompanied the client through each stage of the legal process.
Read the case studyPractical answers for your incorporation planning.
It depends on the activity and applicable permissions. Unrestricted activities, eligible promotion or treaty routes and foreign business licensing need separate assessment.
No. Promotion and DBD registration are separate steps. The promoted entity also needs to complete the applicable certificate requirements and meet its promotion conditions.
Thai shareholders must be genuine investors. We assess an ownership and permission route that reflects the actual investment rather than using shareholders as fronts for foreign control.
The Thai Government announced online-only filing for new partnerships and limited companies through DBD Biz Regist from 1 July 2026. Identity verification and document preparation remain part of the process.
Thailand's Convention entry into force is 28 February 2027. For filings before then, confirm the applicable legalisation requirements and exemptions rather than relying on accession alone.
Regulatory points checked on 10 September 2026 and market statistics checked on 11 September 2026. Requirements depend on the activity, investor and filing date.
Tell us your activities and proposed ownership. We will assess the registration route and the approvals needed for your operating plan.
