Company Registration Thailand DBD

The company registration process in Thailand is now more efficient because of the smart rules and effective services provided by the Department of Business Development. This has encouraged many international brands and entrepreneurs to start their businesses in Thailand.

If you want to do the same, you need to understand the role of DBD in company registration and the specific rules and laws they enforce. To learn how to register a company in Thailand while following DBD standards, read this article prepared by experts from S & F Consulting Firm.

Role of the Department of Business Development in Thailand

1. Business Registration and Information Services in Thailand

If you are planning to start a business in Thailand, the Department of Business Development is the organization you need to contact. They manage the registration of different types of business entities in Thailand.

The DBD company registration process helps ensure that your business operates legally within Thailand's rules and regulations. The DBD also offers important business information services.

These services allow you to check the legitimacy of potential business partners. You can also access essential corporate data that can help you make informed decisions for your business.

2. Entrepreneur Development and Business Promotion in Thailand

Beyond company registration in Thailand, the DBD supports entrepreneurs. They offer training programs, workshops, and seminars. These programs are designed to give you the skills and knowledge you need to succeed in the Thai business market. You can learn about financial planning and marketing strategies.

3. Monitoring Thai Business Practices

The Department of Business Development monitors and ensures that registered companies in Thailand follow good corporate governance practices.

For example, you need to submit financial reports on time and communicate clearly with shareholders. By following these standards, the DBD helps you build trust with your stakeholders.

4. Helping Foreign Businesses Operate

If you are a foreign investor opening a business in Thailand, the Department of Business Development can help you understand the Thai business rules and regulations.

They guide you through the Foreign Business Act in Thailand and other corporate laws. Their goal is to make it easier for foreign investors to operate in Thailand. They try to create a more welcoming and efficient environment for international entrepreneurs in Bangkok, Chiang Mai or Phuket.

DBD Regulations for Company Registration in Thailand

1. Checking High-Risk Individuals

As of January 1, 2025, the Department of Business Development has implemented strict checks during the business registration process. These checks are designed to identify high-risk individuals who might misuse corporate structures for fraud.

This initiative aims to stop the abuse of registered businesses for dishonest activities. For example, it helps prevent people from opening bank accounts to carry out illegal financial transactions in Thailand.

2. Verifying Capital for High-Capital Businesses

If you are part of a partnership or company with registered capital over 5 million Baht, the Department of Business Development requires extra documents to verify your capital. You need to provide the following:

Bank Certification: This is a document from a bank that confirms the managing partner or director has received payment for share investments.

Confirmation Letter: This letter must be from the managing partner or director. It should confirm that they have received payment for shares. This payment can be in cash, property, or labor.

You must submit these documents along with your registration application. If you cannot submit them right away, you will need to provide a letter explaining the delay. You must also submit the required documents within 15 days of registration.

3. Verifying Your Business Address

When you register your company, the Department of Business Development needs detailed information about your head office location. You must provide a map, the address, and the 13-digit house code number for your proposed head office.

Although the DBD does not require a physical verification of the location, it is very important to provide accurate and verifiable information.

4. Investigating Nominee Shareholding

To stop foreign ownership restrictions from being bypassed, the Department of Business Development investigates companies that may use Thai nationals as nominee shareholders for foreign businesses.

In early 2024, the DBD looked into 419 companies in different regions. About 75% of these companies were asked to provide more documents for further investigation.

Process for Company Registration in Thailand According to DBD Rules

Step 1: Choose the Right Company Type

Start by figuring out the best legal structure for your business. There are two main types of business structure in Thailand:

• Limited Company: This type is great for businesses that want liability protection. You will need a minimum of three shareholders to register this structure.

• Public Company: This option is suitable for businesses that plan to sell shares to the public. You must have at least 15 promoters and follow stricter regulatory standards to set up a public company.

Step 2: Reserving Your Company Name

Now, select an uncommon name for your company that follows the regulations set by the Department of Business Development. Your chosen name should not be the same as or too similar to existing company names in Thailand. To reserve your desired name, follow these steps:

• Submission: You can submit up to three preferred names using the DBD's online e-Registration system. This can be done on the DBD's official website.

• Approval Process: The DBD usually reviews and approves name reservations within 1 to 3 business days.

• Validity: Once your name is approved, it will be reserved for 30 days. You must complete the registration process within this time frame. It is important to note that extensions are not allowed.

Step 3: Filing the Memorandum of Association

The Memorandum of Association is an important document that contains essential information about your company. Here is how to prepare and file the MOA:

• Contents of the MOA:

  • Company Name: Use the name that has been approved by the DBD.

  • Registered Office Location: Specify the province where your company's headquarters will be located.

  • Objectives: Clearly state the purpose and scope of your business activities.

  • Registered Capital: Declare the total capital, including the number of shares and their par value. The minimum par value is 5 Baht per share.

  • Promoters' Details: Provide the names, addresses, ages, occupations, and the number of shares each promoter has subscribed to. You need a minimum of three promoters.

• Submission: Once you have completed the MOA, file it at the DBD office in the province where your company will be based.

• Fees: The registration fee for the MOA is 50 Baht for every 100,000 Baht of registered capital. The minimum fee is 500 Baht and the maximum fee is 25,000 Baht.

Step 4: Holding the Statutory Meeting

Next, you need to hold a statutory meeting with all shareholders. This meeting is important for establishing your company's structure and governance. Here are the key actions to take during this meeting:

• You need to establish the internal regulations and management policies for your company.

• Determine how shares are allocated, the class of shares, and the payment terms for these shares.

• Elect the Board of Directors and appoint an auditor who will oversee financial reporting.

• You need to approve any expenses that promoters incurred while forming the company.

• Make sure that shareholders pay at least 25% of the par value of each share during this meeting.

Step 5: Registering the Company

After the statutory meeting, it is time to officially register your company to gain legal status. The registration process includes the following steps:

• Submission Timeline: You must submit the registration application within three months of the statutory meeting.

• Required Documents:

  • Application Form: This form needs to be completed and signed by the authorized directors.

  • Statutory Meeting Minutes: This document should record all the resolutions passed during the meeting.

  • Articles of Association: Include the AOA as approved during the statutory meeting.

  • List of Shareholders: Provide details of all shareholders and their respective shareholdings.

  • Director Affidavit: This is a statement confirming the qualifications and consent of each director.

  • Proof of Registered Office: This can be a lease agreement or ownership deed for your office location.

Step 6: Tax and VAT Registration

To follow Thai tax laws, your company must register for taxation purposes. Here are the steps you need to take:

• Tax Identification Number: You can obtain a TIN from the Revenue Department. You will need your company's registration documents to do this.

• Value Added Tax: You must register for VAT if your company's annual revenue is expected to exceed 1.8 million Baht. Make sure to complete the registration within 30 days of reaching this revenue threshold.

Step 7: Social Security Registration

If your company plans to hire employees, you need to register with the Social Security Office. Here are the steps to follow:

• Employer Registration: You must obtain an employer identification number within 30 days of hiring your first employee.

• Employee Enrollment: Register each employee to make sure they receive social security benefits. These benefits include healthcare and unemployment support.

Step 8: Opening a Corporate Bank Account

Once you have the Certificate of Incorporation and other necessary documents, you can open a corporate bank account.

Fees for Company Registration in Thailand

While incorporating a company in Thailand, it is important to know that the actual cost can vary. The cost depends on several factors, including:

• The type of company you are registering.

• The registered capital.

• The city in Thailand where you plan to set up your business.

• The economic condition of Thailand at the time of registration.

• The government rules regarding company registration fees.

Below is a table showing the average cost of registering a business in Thailand in 2025:

Frequently Asked Questions

Q: Is registering a company in Thailand with the DBD mandatory?

Yes, all businesses operating in Thailand must register with the DBD to obtain legal status and fulfill compliance requirements.

Q: Can I register a company in Thailand online?

Yes, the DBD offers an e-Registration system where business owners can register their companies online.

Q: Does a company registered in Thailand need a Thai director?

No, a Thai director is not mandatory. However, for certain businesses under the FBA, Thai majority ownership may be required.

Q: What is the difference between a Thai and foreign-owned company?

A Thai-owned company has Thai nationals owning at least 51% of the shares. A foreign-owned company is majority-owned by foreigners and may require special permissions under the Foreign Business Act.

Q: What is the corporate tax rate in Thailand?

The standard corporate tax rate in Thailand is 20%. However, small companies may be eligible for reduced rates.

Q: What are the penalties for not registering a company with the DBD?

Operating a business in Thailand without registering with the DBD is illegal. Penalties may include fines, business suspension, or even criminal charges in severe cases.