Company registration in Thailand: ownership and first filings

Most foreign founders arrive with the structure already chosen for them by whoever offered the cheapest package: two or three Thai individuals holding fifty-one per cent, the foreign founder holding the rest, and nobody asking where the Thai shareholders' money came from. That arrangement registers without difficulty. It fails later, and it fails in expensive places — a bank compliance officer asking for the source of funds behind each Thai shareholder, a licensing authority asking for evidence of genuine paid-up capital, or a buyer's lawyer during due diligence finding that the majority holding was never funded at all.

We treat the shareholding question as a legal decision with a five-year horizon rather than a form-filling exercise. If the business plan needs full foreign control, the honest routes are Board of Investment promotion, a Foreign Business Licence, or — for American-owned businesses — the US–Thailand Treaty of Amity. Each has a real cost and a real timetable, and each is defensible in front of a bank, an auditor and a court. If the business genuinely operates with Thai partners who contribute capital, we document that contribution properly so the register reflects the truth.

The second structural choice is capital. Registered capital sets the ceiling for what the company may claim it can do; paid-up capital is what actually reached the bank. Capital for company formation, restricted foreign business and immigration employment extensions serve different tests. Assess each applicable rule and the documented contributions; do not copy a single capital-per-employee figure into every company plan.

The registration certificate is the beginning of a compliance clock, not the end of a project. A corporate tax identification number must be obtained. For taxable supplies, the Revenue Department threshold is annual revenue exceeding THB 1.8 million, with registration within 30 days of crossing it. Exempt activities and voluntary or pre-operation registration need a separate assessment; a non-VAT registrant must not issue a VAT tax invoice. Employer registration with the Social Security Office follows the first hire, within thirty days of that hire.

The office lease matters more than founders expect. The address on the register must be a place the company may lawfully occupy, evidenced by a lease or a consent letter from the property owner with a copy of the title document and the owner's identification. Revenue Department officers do visit, particularly where a VAT registration has been requested, and an address that cannot produce a landlord is the single most common reason a VAT application stalls.

Bookkeeping begins from the first transaction, not from the first profitable month. Thai law requires a company to keep accounts from the date of registration, to appoint a qualified accountant, and to have its financial statements audited by a licensed CPA every year regardless of whether it traded. Late reconstruction can leave missing support for transactions and complicate the first audit. Record and preserve evidence from the outset.

Registration sits exactly on the seam between two professions. The shareholder agreement, the articles of association, the director's authority and the licence strategy are legal work. The capital record, the VAT position, the payroll set-up and the audit trail are accounting work. When those two sit in different firms, the gaps between them become the client's problem: a share structure that the accountant cannot reconcile, or a capital increase minuted without the corresponding bank evidence.

In our office the lawyer drafting the constitutional documents and the accountant who will file the company's first tax return read the same file before anything is submitted. That is why we insist on knowing the intended licence, the intended bank and the intended foreign hires before we register anything — those three facts change the structure we recommend.

It also means the handover is short. After registration the same team continues with monthly bookkeeping, withholding tax filings, payroll and the annual audit, so no one has to explain the company's history to a new adviser at the worst possible moment.