Thailand company formation in 2026: online-only filing and the end of nominee shareholders
Thailand company formation: THB 5,000 and 3–7 days, but from January 2026 filing is online-only and Thai shareholders must prove they funded shares.
Features writerSeptember 20267 min readTwo things changed in Thailand on 1 January 2026, and together they end an arrangement that a great many foreign-owned Thai companies were quietly built on. Registration moved online-only, and the Department of Business Development began actively screening Thai shareholders in foreign-managed companies for evidence that they actually paid for their shares.
Here is the short version. A Thai private limited company needs a minimum of two shareholders since the February 2023 amendment, down from three. Registration costs a flat THB 5,000 — no longer scaled to capital — plus THB 500 for the memorandum and about THB 200 stamp duty, so roughly THB 5,700 to 6,000 in government charges. Registration takes about three to seven business days, and can be same-day when the memorandum and incorporation are filed together online with clean papers. Corporate income tax is 20%, with SME relief. Annual audit is mandatory for every company, including dormant ones. Foreign ownership above 49% in most sectors triggers the Foreign Business Act.
The nominee crackdown is the headline
Under DBD Order No. 2/2568, effective 1 January 2026, Thai shareholders in foreign-managed companies must produce certified three-month bank statements evidencing that they funded their shares.
Using Thai nominees to hold the 51% has always been illegal. What changed is that it is now actively screened at the registry. Structures that have operated for years on an understanding between a foreign owner and a Thai name on a share register are exposed in a way they were not in 2024.
If your Thai company is built that way, this is a matter to take to a Thai lawyer now rather than at the next filing.
Foreign ownership, done lawfully
Foreign ownership above 49% in most sectors triggers the Foreign Business Act and requires a Foreign Business Licence or Certificate. The legitimate alternatives are a BOI promotion, which can permit majority or full foreign ownership in targeted industries, or the US Treaty of Amity for American owners.
These routes are real and used daily. They take time and cost money, which is precisely why the nominee shortcut existed.
The capital number that actually binds
There is no statutory minimum capital for a Thai-majority company — shares need a par value of at least THB 5, with 25% paid up.
The figures that matter in practice come from immigration and foreign-business rules: THB 2 million of registered capital for a foreign-majority company in a non-restricted sector, THB 3 million under a Foreign Business Licence, and THB 2 million of capital per foreign work permit sponsored, with Thai-to-foreign staff ratios to match.
So the honest setup cost sits far above the THB 5,000 registration fee, and it is driven by how many foreigners you need to employ.
Tax and mandatory audit
Corporate income tax is 20%. SMEs with paid-up capital not over THB 5 million and revenue not over THB 30 million pay 0% on the first THB 300,000 of net profit, 15% on THB 300,001 to 3 million, and 20% above THB 3 million.
Audit is mandatory with no exemption of any kind. Every limited company must file annual financial statements audited by a Thailand-licensed CPA — dormant and non-trading companies included. Statements are approved at an AGM within four months of year-end and filed with the DBD within one month of the AGM, and late filing carries fines.
For a dormant holding company this is a meaningful annual cost that never goes away.
Online-only filing
Since 1 January 2026, registration runs exclusively through the DBD e-Registration platform. Walk-in and paper filings are no longer accepted.
Remote incorporation is workable, but foreign signatories' documents — passport, power of attorney — must be notarised and legalised, and filing generally relies on a Thai party or agent holding a DBD digital certificate.
Who this is actually for
Founders building a genuine operating presence in Thailand with local staff, work permits and a physical office, using a lawful ownership route: BOI promotion, a Foreign Business Licence, Treaty of Amity, or a genuine Thai majority partner who really funded their shares.
It is not the vehicle for a lightweight or purely foreign-owned holding company. Singapore or Hong Kong do that far better, with no audit exemption problem, no foreign-business restrictions and no nominee question. Thailand is a market to operate in, and the compliance is the price of the market.
The full, dated reference for this: Company formation in Thailand.
Frequently asked
Can a foreigner own 100% of a Thai company?
Only through a specific route. Foreign ownership above 49% in most sectors triggers the Foreign Business Act and requires a Foreign Business Licence or Certificate. The alternatives are a BOI promotion, which can permit majority or full foreign ownership in targeted industries, or the US Treaty of Amity for American owners. Using Thai nominees to hold the 51% is illegal and, since DBD Order No. 2/2568 took effect on 1 January 2026, is actively screened: Thai shareholders in foreign-managed companies must show certified three-month bank statements proving they funded their shares.
How much does it cost to register a company in Thailand?
Government charges are a flat THB 5,000 registration fee, no longer scaled to capital, plus THB 500 for the memorandum of association and roughly THB 200 in stamp duty, with small additional amounts for certified certificates and copies — about THB 5,700 to 6,000 in total. That figure is misleadingly small. The capital requirements that actually bind come from immigration and foreign-business rules: THB 2 million of registered capital for a foreign-majority company, THB 3 million under a Foreign Business Licence, and THB 2 million per foreign work permit sponsored.
Does a Thai company need an audit every year?
Yes, without exception. Every Thai limited company must file annual financial statements audited by a Thailand-licensed CPA, with no size or turnover exemption, and this applies to dormant and non-trading companies as well. The statements must be approved at an annual general meeting within four months of financial year-end and filed with the Department of Business Development within one month of that meeting. Late filing carries fines. For a dormant holding company this is a recurring cost that cannot be avoided or deferred.
How long does Thai company formation take?
About three to seven business days once shareholders, capital and documents are in order, and same-day registration is possible when the memorandum of association and the incorporation application are filed together online with clean paperwork. Since 1 January 2026 registration is online-only through the DBD e-Registration platform, and walk-in and paper filings are no longer accepted. For foreign founders the preparation is the slow part: passports and powers of attorney must be notarised and legalised, and filing generally requires a Thai party or agent holding a DBD digital certificate.
What is the corporate tax rate in Thailand?
20% standard corporate income tax. Small and medium enterprises with paid-up capital not exceeding THB 5 million and revenue not exceeding THB 30 million benefit from a graduated scale: 0% on the first THB 300,000 of net profit, 15% on THB 300,001 to THB 3 million, and 20% above THB 3 million. VAT applies separately. Thailand is chosen for market access and operations rather than for tax, and the annual compliance burden — mandatory audit, AGM and DBD filings — should be weighed alongside the rate.
Do I need a Thai resident director?
No. At least one director is required, but there is no nationality or residency requirement, and a single foreign non-resident director may serve. Directors are named in the registration and bind the company in accordance with the memorandum of association. The constraints that actually shape a Thai structure are elsewhere: the Foreign Business Act limits foreign ownership above 49% in most sectors, work permits for foreign staff require THB 2 million of capital each with Thai-to-foreign staff ratios, and nominee shareholding arrangements are illegal and now screened.
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