Thai Company Formation + BOI Promotion + FBA License + Work Permit + LTR/Smart Visa — Full-Stack Corporate & Investment Set-Up

Entity types we incorporate

• Private Limited Company (Co., Ltd.) — ≥ 2 shareholders, registered capital THB 15 to unlimited (THB 2M paid-up per foreign work permit)
• Public Limited Company (PLC) — ≥ 15 shareholders, capital ≥ THB 5M, IPO-ready on SET/mai
• Limited Partnership — limited partners with limited liability, general partner unlimited
• Branch Office — branch of a foreign company; FBL + THB 3M capital over four years
• Representative Office — no revenue permitted; five activities only (sourcing, QC, reporting, liaison, information); THB 3M / 4 years
• Regional Office (RO) — for multinationals; THB 3M + BOI reporting
• International Business Center (IBC) — replaces ROH/IHQ; CIT 3–8% when holding subsidiaries in ≥ 1 country, plus treasury-centre licence
• Joint Venture / Consortium — for EPC, PPP, BOT projects
• Association / Foundation — non-profit (NGO); separate authorisation

The Foreign Business Act (FBA) — three lists every investor must understand

List 1 (absolutely prohibited) — 9 activities closed to foreigners (Thai-language newspaper, radio/TV, farming, livestock, forestry, fishing in Thai waters, Thai herbal extraction, antiques). No licence available.

List 2 (Cabinet approval required) — 13 activities affecting security, culture or resources (weapons manufacturing, domestic transport, antiques, Buddha image manufacturing). Foreigners may hold up to 60% with Cabinet approval.

List 3 (FBL from DBD required) — 21 service-sector activities where Thai firms are not yet competitive (construction, brokerage, auctioneering, retail/wholesale, food, hotel, tourism, advertising, 'other services'). FBL takes 60 days; government fee THB 5,000 plus a licence fee of THB 0.25–5M (calculated on registered capital).

Lawful routes around FBA — (1) BOI Promotion; (2) US Treaty of Amity; (3) IEAT Free Zone — 100% ownership; (4) EEC; (5) Capital Threshold — paid-up capital ≥ THB 100M auto-qualifies for FBL in certain activities.

Important — the Nominee Shareholder Trap: using Thai persons to hold shares for a foreigner is a criminal offence under §36 (≤3 years + THB 100,000–1,000,000 fine). DBD examines source-of-fund for every Thai shareholder and treats unproven funds as nominee shareholding.

BOI Promotion — benefits and choosing the right Category

• Category A1+ — Knowledge-Based / Advanced Technology with R&D ≥ 1% of sales: CIT exemption 10–13 years, no cap
• Category A1 — Industries strengthening Thai competitiveness (biotech, EV, robotics, AI): CIT exemption 8 years, no cap
• Category A2 — Activities using advanced technology for value creation: CIT exemption 8 years, capped at investment
• Category A3 — High-tech industries with limited investment: CIT 5 years, capped
• Category A4 — Lower-tech industries with value-add: CIT 3 years, capped
• Category B — Supporting industries: non-tax privileges only (land ownership, visa, work permit, machinery import duty exemption)
• Merit-Based Incentives — R&D / training / local content / decentralised location → +1–3 years CIT
• EEC Privileges — additional +1–2 years CIT for S-Curve industries in Chonburi, Rayong, Chachoengsao
• Non-Tax Privileges (every Category) — 100% foreign ownership, land ownership for offices, unlimited expert/skilled-worker import, work permit & visa via BOI One-Stop Service in 15 working days
• Timelines — Application 30–60 days (Category A) or 60–90 days (Category B) + 30 days for Promotion Certificate + operations start within 36 months

Standard (non-BOI) Thai company incorporation steps

• Step 1 — Name reservation via DBD e-Registration (three names, 30 days)
• Step 2 — Drafting bilingual MOA and AOA
• Step 3 — Statutory meeting (≥ 2 subscribers) appointing directors, auditor and bank signatories
• Step 4 — Incorporation via e-Registration; 13-digit company number issued same day
• Step 5 — Corporate tax ID + VAT registration (if revenue projected > THB 1.8M / year)
• Step 6 — Bank account opening; capital injection through an FCD account to obtain a Foreign Investment Certificate (FIC)
• Step 7 — UBO reporting at AMLO within 30 days (beneficial owner > 25%)
• Step 8 — SSO registration within 30 days of the first hire
• Step 9 — FBL filing (if foreign ownership > 49% without BOI)
• Step 10 — Work Permit + Non-B Visa for foreign directors / experts
• Total: 7–30 working days; professional fees THB 35,000–150,000

BOI Promotion procedure (full)

• Stage 1 — Eligibility check and pre-consultation, mapping real activities against the BOI Activity List (Announcement 9/2565)
• Stage 2 — English Business Plan: project description, 5-year financial projection, investment plan, local content, tech transfer
• Stage 3 — Online application via boi.go.th attaching MOA, AOA, shareholder list, investment budget
• Stage 4 — Hearing / interview with the BOI Sub-Committee (English; we coach beforehand)
• Stage 5 — Promotion Certificate issued within 30 days of acceptance
• Stage 6 — Company incorporation + capital injection within 6 months
• Stage 7 — Operations start within 36 months (extendable)
• Stage 8 — Use of privileges — machinery import duty exemption (per-shipment permit), raw-material import duty exemption (bank guarantee), land ownership permit
• Stage 9 — Annual compliance — annual report by 31 July, CIT return with tax-privilege calculation
• Total: 90–150 working days; professional fees THB 250,000–650,000 (no success fee per Lawyers Council Ethics)

Tax structuring — CIT, VAT, WHT, transfer pricing

• CIT — 20% standard; 15% SME profit THB 0.3–3M; 10% SME profit THB 3M+; 0% SME profit ≤ THB 300K; BOI exempt 3–13 years
• VAT — 7% (until 30 Sept 2569 by Royal Decree); registration threshold THB 1.8M / year
• WHT — 1% (service in Thailand), 3% (service outside Thailand), 5% (rental), 10–15% (dividend / interest / royalty to non-residents, reduced under 61 DTAs)
• Transfer Pricing — Local File + Master File (revenue ≥ THB 200M); CbCR (multinationals ≥ THB 28B)
• Stamp Duty — loan agreements 0.05%, employment 0.1% (capped THB 10,000)
• Specific Business Tax (SBT) — banking 3.3%, real estate 3.3% (held < 5 years)
• Personal Income Tax for foreign directors — 0–35% progressive; LTR Visa Highly-Skilled flat 17%
• DTA planning — Hong Kong, Singapore, Netherlands, Mauritius commonly used for holding structures
• We do not accept aggressive tax avoidance, shell companies or treaty shopping without substance.

Work permit and visa for foreign directors / investors

• Non-B Visa — for business/investment, applied at a Thai embassy abroad, 90 days to 1 year
• Work Permit (WP3 / WP10) — requires a Thai company with THB 2M paid-up per permit (BOI: unlimited)
• Smart Visa — 4 categories (T-Talent, I-Investor, E-Executive, S-Startup), 4-year, no work permit needed
• LTR Visa (Long-Term Resident) — Royal Decree B.E. 2565 — 10 years renewable; 4 categories: Wealthy Global Citizen ($1M assets), Wealthy Pensioner ($80K/yr pension), Work-From-Thailand Professional, Highly-Skilled Professional
• BOI Visa & Work Permit (One-Stop Service) — 15 working days, 4-year renewable, dependents included
• Permanent Residence — after 3 consecutive visa renewals + ≥ THB 80,000 / month income + 3 years of tax returns; quota 100 per nationality per year
• Thai Citizenship — PR for ≥ 5 years + Thai language + national anthem

Annual compliance and corporate secretary

• DBD annual filing — audited financial statements within 1 month after AGM (normally within 5 months of year-end)
• AGM — within 4 months of year-end; shareholder notice ≥ 7 days; newspaper notice once
• CIT Return (PND.50) — within 150 days of year-end; mid-year (PND.51) within 2 months of half-year
• VAT Return (PP.30) — monthly, by the 15th of the following month
• WHT Returns (PND.1 / 3 / 53 / 54) — monthly
• Social Security filing — monthly
• BOI annual report — by 31 July
• Transfer Pricing Disclosure Form (TP-DF) — filed with PND.50
• AMLO UBO update — on every change
• Statutory books — Register of Shareholders, Minute Book, Share Certificate Register — kept ≥ 10 years

PDPA + UBO + AML compliance

• PDPA §24 — UBO, financial and employee data are sensitive; DPO, privacy policy and data-processing agreements required
• UBO Reporting (AMLO 2566 Notification) — beneficial owners > 25% reported within 30 days post-incorporation + annual confirmation
• AMLA — financial institutions and DNFBPs must perform KYC + STR + CTR
• Common Reporting Standard (CRS) — Thailand joined OECD CRS in 2566; foreign bank accounts reported to Revenue
• FATCA — US-owned companies / US shareholders must report to the IRS
• PIPA / GDPR — Chinese / EU customer data needs cross-border transfer agreements

Fees (fixed-fee, per professional ethics)

• Thai Co., Ltd. incorporation (standard) — THB 35,000–95,000 + government fee THB 5,500
• FBL application — THB 250,000–450,000 + licence fee THB 0.25–5M (refundable if denied)
• BOI application + promotion — THB 250,000–650,000 depending on complexity / Category
• Bilingual shareholders agreement — THB 45,000–150,000
• Work permit + Non-B Visa — THB 35,000 per person
• LTR Visa application — THB 95,000 per person
• Annual corporate secretary retainer — THB 65,000–180,000 / year
• Transfer pricing documentation — THB 250,000–850,000 / year
• Government, notary and translation — at cost, THB 15,000–95,000
• No contingency / success fee for BOI / FBL — Lawyers Council Ethics Regulation B.E. 2529 Clause 11.

Risks and disclosures (communicated before every engagement)

• No guarantee of BOI / FBL approval — committee discretion applies
• No guarantee of approval timing — the State may extend timelines
• Nominee shareholding is a criminal offence — we never accept such work
• Aggressive tax avoidance / treaty shopping / shell companies are declined
• Ultimate beneficial owners must be disclosed truthfully — we run KYC + Source-of-Fund before engagement
• Legal change risk — BOI Announcements, FBA, Revenue Code and AMLO regulations evolve; we update memoranda every 6 months
• Sanctions — no clients on OFAC / UN / EU sanctions lists