Starting a business in Thailand.
Start with the proposed activity, not a shareholding slogan. The Foreign Business Act, sector laws, DBD permissions, BOI conditions, tax registration, immigration and work authorisation can each produce a different answer.
Key checks
- Map the activity
- Revenue model, operating activity, licences and customers determine which ownership and permission rules matter.
- Prove each authority
- Company registration, foreign-business permission, visa and permission to work are separate decisions.
- Stop condition
- Reject nominee structures, shareholding slogans and any plan that leaves recurring tax, accounting and labour compliance unpriced.
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.
Company, investment and work authorities
The activity and the applicant control the route
BOI quick guide to starting a business · Department of Business Development foreign-business services · BOI One Start One Stop visa/work-permit guide. These are decision sources, not a substitute for an activity-specific DBD, BOI, labour and tax review.
// Decide before incorporating
Four decisions before a company becomes the answer.
Registration is only one transaction. First establish what the business will do, which authority controls it, who may work and what continuing compliance costs.
Map every activity
List each revenue line and operational task. Ask DBD or qualified counsel how each activity is classified before choosing ownership or promotion language.
Identify the permission route
Separate unrestricted activity, Foreign Business Licence or Certificate, BOI promotion, treaty and sector-specific approval. Incorporation alone proves none of them.
Separate company, stay and work
Record the company permission, each foreign worker's immigration status and the authority for the exact role as three distinct decisions.
Price continuing compliance
Obtain written legal and accounting scopes for setup, licences, payroll, tax, audit, filings and renewals before committing capital or hiring.
Foreign ownership is activity-specific
The Foreign Business Act restricts specified activities; it is not a universal 49/51 incorporation rule. BOI's 2026 starting-business guide tells investors to identify the actual activity first. A foreign-majority company may operate an unrestricted activity, or may need a Foreign Business Licence, Foreign Business Certificate after qualifying promotion, or an applicable treaty route. Other sector laws can impose their own limits.
Nominee Thai shareholders used to conceal foreign ownership are not a solution. Map every revenue line and operational activity to the DBD classification, document real beneficial ownership and control, and obtain an activity-specific legal opinion before capital is committed.
Thai Limited Company vs BOI promotion
DBD company and permission analysis
Use when the activities, ownership and licences are settled.
A Thai private limited company can have different ownership profiles. The decisive questions are whether each activity is restricted, whether a licence or certificate is available, and whether another regulated-sector rule applies. Incorporation alone does not authorise the business activity or a foreign director to work.
Promotion with category conditions
Promotion is an approval, not a blanket ownership waiver.
The Board of Investment promotes listed activities and can provide tax and non-tax privileges. Ownership still depends on the promoted category and other laws: BOI's investment guide keeps Thai-majority requirements for some List One projects, while Lists Two and Three generally have no BOI equity restriction unless another law or BOI condition applies.
The numbers tied to employing yourself
The familiar ฿2 million paid-up capital and four permanent Thai employees per foreign applicant figures appear in Immigration's common extension-of-stay criteria for business necessity. That source also contains conditions and exemptions. They are not safe universal statements about incorporation or every work-permit application.
Build a four-column compliance matrix: DBD activity permission, Department of Employment work authorisation, Immigration status/extension, and BOI or sector approval. SMART and LTR rules are category-specific; for example, BOI says a Work-from-Thailand LTR holder does not receive a work permit, while work for a Thai entity must be assessed under the relevant category.
Stay status and permission to work are different
A Non-B plus work permit is a common route, but it is not a universal sequence or guarantee. Company registration, visa issuance, extension of stay and permission to perform the exact role are separate decisions. Obtain the required authorisation before doing operational work, including for your own company.
SMART and LTR can change the mechanism only for applicants and activities that meet their precise criteria. Read the category page and endorsement, then have the responsible authority confirm the role and employer.
The trap: nominees, "work-permit-free" promises, and DIY incorporation
Do not use nominee shareholders, and do not treat the DTV's stated digital-nomad/remote-worker purpose as blanket permission to work for a Thai company. Ask DBD about the activity, the Department of Employment about the role, and Immigration/BOI about status. Use independently verified Thai legal and accounting professionals where the facts require them.
This is not a solo, DIY project
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.
// Classify before incorporating
Prove the activity, authority and operating cost separately.
Use the four-decision route before selecting a company structure. Then test the personal stay position and recurring Thai tax obligations without treating either guide as approval to own, invest or work.
The honest version: starting a business here
Start with the real activity. Ownership, licences, capital, staffing, tax and foreign-worker rules all follow from what the company will actually do. A remote-income plan and a Thailand-operating business are different cases; neither a company nor a DTV should be selected from marketing shorthand.
BOI is one possible route, not the answer by default. The project must meet a promoted category and every approval condition, and other ownership laws can still apply.
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.
Business-setup questions, answered
Can a foreigner own all shares in a Thai company?
Sometimes. Map the actual activity against the Foreign Business Act and sector law. The result may be unrestricted operation, a DBD licence/certificate, a qualifying BOI-linked certificate or treaty route, or a Thai-equity requirement. Promotion does not override every law.
Is ฿2 million required per work permit?
Do not use it as a universal rule. Paid-up capital of at least ฿2 million appears in a common Immigration business-extension track, along with other tests and exemptions. Ask each responsible authority what applies to the company and applicant.
Do I need four Thai employees?
A four-to-one ratio appears in that same common Immigration extension track, but it is not a universal incorporation or work-permit test. Confirm the applicable route and exemptions.
What status do I need to run my business?
A Non-B plus a work permit is common, while some SMART/LTR cases use other mechanisms. The exact role, employer and category control. Do not work until the Department of Employment or relevant authority confirms authorisation.