Forming a Thai Limited Company — The Sequence and the Deadlines
Company formation in Thailand is a well-defined process. The difficulty is rarely conceptual; it is that several steps carry hard deadlines, and missing one can unwind work already done.
The sequence
Name reservation comes first, through the DBD's online portal. Submit up to three options — rejection of a first choice is common and having alternatives avoids restarting. The name must end in "Limited" or "Co., Ltd.", must not duplicate an existing registered name, and must not offend moral standards, religion, or the monarchy. The reservation is valid for 30 days, which sets the pace for everything that follows.
The Memorandum of Association is the company's foundational document. Under CCC Section 1098 it must contain the company name, the province of the registered office, the business objectives, the registered capital and share details, and the names of the promoters. All promoters sign, and identification documents are submitted alongside.
The statutory meeting must be held before registration. This is where the Articles of Association are approved, directors and an auditor are appointed, and share capital is allocated — CCC Sections 1107 and 1108. The Articles matter more than founders often appreciate: they govern shareholder rights, voting procedures, director powers, meeting quorum, and profit distribution. They are the operating rules of the company, and drafting them carelessly creates problems that surface years later.
Registration with the DBD must follow within three months of the statutory meeting. This is a hard deadline under CCC Sections 1110 to 1112 — miss it and the MOA becomes void, with collected funds returnable to subscribers. The submission comprises the MOA, the Articles, the shareholder list (BOJ 5), director details (BOJ 6), proof of the registered address, and the registration fee.
Upon approval the company acquires legal personality. It exists as a juristic person, separate from its shareholders, who are liable only for the unpaid balance on their shares.
Capital
The theoretical statutory minimum is nominal. The practical figure is not. Where the company will sponsor work permits for foreign employees, THB 2 million in registered capital per work permit is the working requirement, and activities restricted under the FBA carry higher thresholds. Registered capital and paid-up capital are distinct: the former is what appears on the DBD registry, the latter is what has actually been contributed — and it is the paid-up figure that matters for immigration purposes.
After registration
This is the phase most commonly neglected. A Tax ID must be obtained from the Revenue Department within 60 days of incorporation. VAT registration becomes mandatory once annual revenue exceeds THB 1.8 million, and must be completed within 30 days of crossing that threshold. Share certificates must be issued to shareholders — this is a statutory obligation under CCC Section 1127, not a formality to postpone. Changes to directors or shareholders must be notified to the DBD within 14 days. Annual audited accounts must be filed, and the first general meeting of shareholders held within six months of incorporation.
Registration is not the finish line. It is the point at which a continuing set of obligations begins, and directors carry personal exposure for failures to meet them. If you are planning an incorporation in Thailand, get in touch before the clock starts running.
Law stated as at the date of publication: June 18, 2026.
This article provides general information on Thai company and intellectual property law and is not legal advice. It does not create a lawyer-client relationship, and each matter turns on its facts. Mikołaj Kawka advises on cross-border corporate structuring and works with Thai-qualified counsel on Thai-law matters.