It can be done, expats do it every day, and it is more involved than the "set up a company in a week" ads suggest. Here is the real structure — the 49/51 rule, the BOI escape hatch, the capital and staffing tied to your work permit — so you go in with clear eyes, not a nasty surprise.
The right visa is half the battle — a Non-B, SMART or LTR all change what is possible. Start in the visa comparison before you incorporate.
The first thing every prospective foreign business owner runs into is the Foreign Business Act. For most types of business, it caps foreign ownership of a Thai company at 49%, with Thai nationals required to hold the majority 51%. That is not a tax quirk you can structure around casually — it is the central rule of doing business here, and it means a standard Thai limited company is, on paper, majority Thai-owned.
This is where a dangerous shortcut appears, and we will say it plainly: using nominee Thai shareholders — Thai names on the register who hold shares purely to disguise the fact that a foreigner really controls and funds the company — is illegal under the Foreign Business Act. It is also common, which is exactly why people assume it is fine. It is not. Enforcement is real, the penalties are serious, and a nominee structure leaves you legally exposed and commercially fragile. If you want genuine majority control as a foreigner, the legitimate paths are BOI promotion, a qualifying treaty such as the US-Thailand Treaty of Amity, or a properly structured arrangement designed by a Thai lawyer — not nominees.
The default vehicle for most small foreign-run businesses in Pattaya.
A private limited company with Thai shareholders holding 51%. You can run it, draw a salary and sponsor your own work permit, but you do not hold legal majority ownership. To employ you, it typically needs around ฿2,000,000 registered capital per work permit and roughly four Thai staff per foreigner. Simpler and cheaper to set up than BOI, but with the ownership ceiling and staffing commitments baked in.
The legitimate way to own your company outright — for promoted activities.
The Board of Investment (BOI) promotes targeted activities — tech, manufacturing, certain services, R&D — and a BOI-promoted company can be 100% foreign-owned, with relaxed capital and Thai-staffing rules, easier work permits and tax incentives. The trade-off: your business must fit a promoted category, and the application is more demanding. If what you do qualifies, BOI is usually the better long-term structure.
Here is the part that surprises people who imagined a quick one-person setup. In a standard Thai limited company, the right to employ a foreigner is tied to two thresholds. First, registered capital: as a working rule of thumb, about ฿2,000,000 of registered capital per work permit the company sponsors. (Note this is registered capital tied to the work permit, not necessarily cash you must keep idle, and the precise figure can vary — your accountant will pin it down.) Second, Thai employment: a company is generally expected to employ roughly four Thai nationals for every foreigner it sponsors for a work permit. So a single foreigner running a standard company is, in effect, expected to capitalise it meaningfully and put four Thais on the books — a real commitment, not a formality.
These thresholds are precisely what BOI promotion, the SMART visa and the LTR visa relax. A BOI-promoted company faces lighter capital and staffing conditions and a streamlined work-permit process. The SMART visa (for targeted high-skill and tech roles) and the LTR can let qualifying people work without the standard Non-B-plus-permit machinery. This is why your visa choice and your business structure have to be planned together, not in sequence — the visa you qualify for can change which company structure makes sense, and vice versa. See how the Non-B, SMART and LTR differ in the visa comparison.
A point that catches almost everyone: in Thailand, the visa and the work permit are two separate things. The visa (typically a Non-B business visa) gives you the right to stay; the work permit, sponsored by your company, gives you the right to work. You need both. Doing any work — even running your own company — on a tourist or other non-working entry, without a work permit, is illegal and risks fines, deportation and a ban. The clean sequence is: incorporate the company, the company sponsors your Non-B, then it applies for your work permit, and only then do you legally start working in the business.
The exceptions are the SMART and LTR visas, which for qualifying people can bundle or replace the standard work-permit step — another reason high-skill founders and well-funded entrepreneurs often look at those routes first.
Three shortcuts cause most of the grief. Nominee shareholders to fake 100% control are illegal and leave you exposed — do not let anyone wave this away as normal. "You can just work on a tourist visa / DTV" — no: the DTV permits remote work for foreign employers, not running a Thai company or doing Thai-market work without a permit, and tourist entries permit no work at all. And DIY incorporation to save a few baht routinely produces a company that is wrongly capitalised, missing the right business codes, or unable to actually sponsor your work permit — forcing an expensive redo. Every one of these is a false economy. Use a reputable Thai law firm and accountant from the start, structure it legally, and you avoid the very problems that sink first-time foreign founders.
A Thai company comes with ongoing obligations a foreigner cannot realistically self-manage: monthly withholding-tax and social-security filings, VAT returns where registered, annual audited financial statements in Thai, corporate income tax, and the work-permit renewals that depend on the company staying compliant. Miss these and the penalties stack up — and a lapse can knock out the very work permit your visa depends on. A competent Thai accountant (and a lawyer for the setup) is not an optional extra; it is the cost of running the company legally, and it is modest next to the cost of getting it wrong. Budget for monthly accounting from day one. Factor those running costs into your overall picture using our cost of living study.
The engine matches the visa that fits a founder's situation — Non-B, SMART or LTR — alongside your cost of living and a sequenced move plan, so the business and the paperwork are planned together. Independent, and free.
Build my free plan →It is real, but it is a commitment, not a side hustle. A standard Thai company means majority-Thai ownership on paper, meaningful registered capital, around four Thai employees and ongoing compliance. That is a serious undertaking, and it is the right path for someone genuinely building a Thailand-based business with local operations and staff. If your real goal is just to live here while earning online from foreign clients, you almost certainly do not need a Thai company at all — the DTV is built for exactly that, far cheaper and simpler. Be honest about which you are.
BOI is the answer for the right activity. If your business fits a promoted category, BOI promotion gives you 100% ownership, lighter staffing and capital rules and tax breaks — turning the 49/51 problem into a non-issue legally. It is more work to apply for, but for a qualifying tech, manufacturing or service venture it is usually the structure to aim for rather than the standard company.
Spend on professionals and avoid the shortcuts. Nominee shareholders, working without a permit, and DIY incorporation are the three things that turn a viable business into a legal liability. A reputable Thai law firm and accountant cost money, but they are what keep you compliant, keep your work permit alive, and let you sleep at night. This is the area where trying to save money up front reliably costs more later.
Next steps. Decide whether you actually need a company or just a DTV in the visa comparison, sense-check living and business running costs in the cost of living study, sequence the move itself in the first 30 days guide, and when you are ready, take a structured plan to a Thai lawyer and accountant rather than starting cold.
Usually not under the standard route. For most activities the Foreign Business Act caps foreign ownership at 49%, with Thais holding the majority 51%. The main legitimate ways to own 100% are BOI promotion for a qualifying activity, or operating under a treaty such as the US-Thailand Treaty of Amity. Nominee Thai shareholders used purely to disguise foreign control are illegal and carry real penalties — avoid them entirely.
As a rule of thumb, a Thai limited company sponsoring a foreigner's work permit should hold around ฿2,000,000 of registered capital per work permit. That figure is tied to employing a foreigner rather than being a flat minimum for every company, and BOI-promoted companies can face different requirements. The precise number depends on your activity and setup, so have a Thai accountant confirm it before you incorporate.
As a guideline, yes — a standard Thai limited company is generally expected to employ around four Thai nationals for each foreigner it sponsors for a work permit, alongside the registered-capital requirement. It is part of how a standard company qualifies to employ a foreigner. BOI promotion and certain visa categories such as SMART and LTR relax these staffing conditions, which is one reason founders weigh those routes.
To work in your own Thai company you generally need a Non-B business visa plus a separate, company-sponsored work permit — the visa lets you stay, the permit lets you legally work, and you need both. The SMART visa for targeted industries and the LTR visa can allow work without the standard Non-B-plus-permit setup. Working on a tourist entry or DTV in a Thai company without a permit is illegal, so plan the visa and the company together.