THAILAND · BUSINESS · COMPANY FORMATION
Setting Up a Company in Thailand — and the Nominee Problem Nobody Warns You About
Thailand
Registering a Thai company is quick, routine and inexpensive. Almost every serious problem foreigners have with Thai companies comes from the ownership structure they were handed on day one, not from the registration — and it is far easier to get right at the start than to unwind later.
The short answer
Thai law restricts foreigners from a defined list of business activities. Whether a company counts as Thai or foreign turns on the proportion of its shares held by Thai nationals, which is why foreigners are so often steered towards a structure with Thai majority shareholders. The lawful version of that involves real Thai partners who genuinely paid for their shares and genuinely have a stake. The unlawful version — Thai nationals holding shares on a foreigner's behalf purely to get around the restrictions — is prohibited, and the exposure runs to the foreigner and to the Thai nationals alike. It is nonetheless offered routinely and casually. There are lawful alternatives depending on what your business does and what passport you hold: a foreign business licence, investment promotion, or a treaty route available to US nationals. And separately from all of it: owning a Thai company does not give you the right to work in it. The company itself has to qualify before it can support a work permit for you, and that requirement is usually what decides whether the whole plan is viable.
Is this you?
Most people arrive at this page having already been told the answer by someone with an incentive. See which of these sounds like your situation.
- You want to start or buy a business in Thailand, and you have been told you need a Thai partner without anyone explaining exactly why.
- Someone has offered to arrange the Thai shareholders for you, and it has been described as completely standard.
- You already have a Thai company with shareholders you have never really dealt with, and the arrangement has started to worry you.
- You need a work permit, and you have just discovered that registering the company was only the first of several requirements.
- A company has been proposed to you as a way to hold a house or land.
The third and fifth of those are worth taking advice on this week rather than next quarter. Neither is unusual, and neither is a reason to feel foolish.
How this is done properly in Thailand
We start with what the business actually does
Thai law restricts foreigners from a defined list of activities, and which side of that list your business falls on determines everything that follows — whether a foreign-majority company is possible at all, whether a licence is needed, and whether the plan is viable. This gets checked before anyone registers anything, because a wrong assumption here invalidates every decision built on top of it.
Then with what you actually need to be able to do
Own the business. Control the business. Work in it yourself. Bring your family. Take profits out. These are different requirements, satisfied by different parts of the structure. Most bad structures come from optimising hard for one of them and discovering the others far too late.
Thai counsel sets out the lawful options in writing
Depending on your activity and your nationality that can include applying for a foreign business licence, seeking investment promotion, a treaty route available to US nationals, or a genuine Thai-majority company with real partners and a properly drafted shareholder agreement. Each has real trade-offs. You should see them side by side rather than be sold whichever one the person in front of you happens to set up.
Nominee arrangements are named for what they are
If someone has offered to supply Thai shareholders who will hold shares on your behalf, you will get a straight written answer about what that is under Thai law and what it means for you and for them. We would rather lose the work than help set up something that puts your money and other people's liberty at risk — and we will still tell you what the lawful alternatives are.
The company is built backwards from the work permit
If you need to work in your own business, the company has to meet capital and Thai-employment requirements before it can support a work permit, and the visa that goes with it has its own conditions. Designing the company around that from the beginning is straightforward. Retrofitting it afterwards is expensive, and sometimes it is not possible at all.
Registration, then the obligations nobody mentions at the start
Registration at the Department of Business Development is the quick part. What follows is ongoing: annual audited accounts, an annual meeting, corporate tax filings, VAT and social security registration where they apply, and withholding obligations on certain payments you make. We make sure you know the running cost before you commit, not at the first year end.
This is Thailand's framework. Foreign-ownership rules, company law and work-permit requirements differ substantially across South East Asia — a structure that is ordinary in one country can be an offence in another, so do not port advice, or a friend's arrangement, across a border.
What it typically costs
Registration is genuinely cheap. What costs money is getting the structure right, and then running the company properly year after year. We would rather show you the second number now than surprise you with it later.
| Connect Consult | Official / third-party charge | |
|---|---|---|
| Company name reservation and registration at the Department of Business DevelopmentThe registration itself is the quick, inexpensive part. It is also the part people do first and regret. | — | Government registration charges, which scale with the registered capital |
| Registered capitalChoosing a low capital to keep registration cheap, then needing a higher one for a work permit, is a common and entirely avoidable mistake. | We make sure the figure is chosen for the right reasons | Not a fee — it is your own money. But the amount carries legal consequences, including for work permits |
| VAT and social security registration, where they apply | — | Government registrations, triggered by your activity and your turnover |
| Work permit, and the visa that supports it | Sequenced so you are not applying for one before the company can support it | Government fees set by the Ministry of Labour and by Immigration. The company has to qualify first |
| Thai corporate lawyer — structuring advice, shareholder agreement, company documentsYou always see the local firm's fee as its own line before you instruct them — never folded into ours. | — | Not a government charge. Quoted per matter, in writing, before you instruct |
| Accountant and auditor — bookkeeping, annual audited accounts and filingsThis is the running cost most people underestimate. A dormant company still has to file. | — | Not a government charge. Ongoing, quoted before you commit |
| Foreign business licence, investment promotion or treaty application, where that is the route | — | Government application fees, plus the local firm's fee for preparing it. Quoted case by case |
| Connect Consult coordination fee | USD 490 – 1,100* — published, fixed, the same for everyone | — |
* Indicative price range only. This service is a tailored solution, assembled after consulting a specialist and budgeted against your case's specific requirements, third-party costs, your goals and your personal circumstances. Figures are guidance, checked against official sources and dated on this page. Official amounts are set by the authority and can change without notice — before you commit to anything, we confirm the exact figures for your case in writing. We do not mark up official charges or counsel fees.
Doing it yourself vs doing it with us
A lot of Thai company work is genuinely commodity work, done well and cheaply by Thai accounting firms every day. Here is an honest view of where that is enough and where it is not.
| On your own | With Connect Consult | |
|---|---|---|
| A genuine Thai-majority business with real Thai partners who really invested | Registration is routine and Thai accounting firms do it every day, inexpensively. Genuinely fine without us | Little to add on the registration — the value is in the shareholder agreement, which is what protects you if the partnership sours |
| You need a work permit for yourself | The company has to qualify before it can support one, and most people discover the requirements after they have already registered | The company designed backwards from the work permit, so the capital and the staffing are right the first time |
| Someone has offered to arrange Thai shareholders for you | This is the situation this page exists for, and it never looks risky at the moment it is offered to you | A written legal answer on what is being proposed, plus the lawful alternatives for what your business actually does |
| Your business may fall on the restricted list | Difficult to assess from outside the Thai system, and a wrong assumption invalidates everything built on it | Your activity checked against the restrictions before you spend money on a structure |
| You are a US national | You may have a route available to you that others do not, and plenty of people never find out it existed | We check whether the treaty route is open to your activity, and whether it is actually the better option for you |
| The company is really there to hold a house or land | The highest-risk version of all of this, and the one most often sold as routine | A straight answer, including when the answer is that you should not do it |
| You already have a company with nominee shareholders | Hard to unwind alone, and doing nothing is also a decision with consequences | Counsel reviews what you actually have, what the exposure is, and what the realistic options are — quietly |
The honest version
The honest version: if you have real Thai partners who genuinely invested, a business that is not on the restricted list, and no need for a work permit yourself, a good Thai accounting firm can register your company competently for a modest fee and you do not need us in the middle. Where this earns its money is the structuring question — what is lawful for your particular activity, what will actually support a work permit, and what to do about an arrangement you have already been handed.
Common questions
Can a foreigner own 100% of a Thai company?
Sometimes — it depends on what the business does. Thai law restricts foreigners from a defined list of activities. Outside that list, foreign ownership is possible; inside it, there are routes, including a foreign business licence, investment promotion, and a treaty route for US nationals. So the useful question is never "can I own it all" in the abstract. It is "what does my business actually do, and what does that allow".
What is a nominee shareholder, and why is it a problem?
A nominee is a Thai national who appears on the share register as an owner but is really holding the shares on a foreigner's behalf, to make a foreign-controlled business look Thai. Thai law prohibits it, and the exposure runs both ways — to the foreigner and to the Thai nationals who agreed to help. It is not a technicality and it is not a grey area, even though it is very often presented as normal practice by people who will happily set it up for you.
Everyone says everyone does it. Is it really enforced?
Being common is not the same as being lawful, and enforcement attention on these structures has increased. Authorities can and do ask Thai shareholders to evidence that they genuinely paid for their shares from their own funds, which is a difficult question to answer well after the fact. The more immediate risk, though, is commercial: the shares genuinely belong to the nominees. If that relationship breaks down, your position rests on side agreements whose enforceability is doubtful precisely because the arrangement they exist to support is not lawful.
Does owning the company give me the right to work in it?
No. Ownership and the right to work are separate in Thailand. You need a work permit, and the company has to meet capital and Thai-employment requirements before it can support one. That requirement, more than anything else, determines whether a plan is viable — which is why the company should be designed around it rather than the other way round.
How much registered capital do I need?
It depends on the structure and on what you need the company to do, particularly whether it has to support a work permit for you. We do not publish a figure here because the requirements are set by the relevant ministries, can change, and are applied to your case. What we will say is this: choosing a low capital to keep registration cheap, then discovering you need considerably more for a work permit, is one of the most common and most avoidable mistakes we see.
Can I use a company to buy land or a house?
A genuine Thai company carrying on a real business can own land. A company formed principally so that a foreigner can control land they could not own directly, with Thai shareholders in place to make the numbers work, is the classic nominee problem and it is the version most likely to attract scrutiny. If a company has been proposed to you as a way to hold a home, get a written legal answer before you form it — not after you have paid for the house.
What are the lawful alternatives?
Depending on your activity and your nationality: applying for a foreign business licence, seeking investment promotion, using the treaty route available to US nationals, or building a genuine Thai-majority company with real partners and a carefully drafted shareholder agreement that protects your commercial position by lawful means. Which of those is open to you is a legal question about your specific business, and it is worth an hour of proper advice before you commit to anything.
What ongoing obligations does a Thai company have?
More than most people expect. Annual audited financial statements, an annual meeting, corporate tax filings, VAT and social security registration where they apply, and withholding obligations on certain payments. A dormant company still has to file. Budget for the accountant, not just for the registration — that gap is where most first-year unpleasant surprises live.
I already have a company with nominee shareholders. What should I do?
Take advice, quietly and soon, and do not make sudden changes to the share register before you have. There are usually options; which ones depends on the activity, the people involved and how the company has actually been run. Doing nothing is also a decision. This is a common situation and not one to be embarrassed about — most people in it were told, sincerely, that it was standard.
Can you guarantee a licence or an approval?
No, and be careful with anyone who says they can. Licences, investment promotions and work permits are granted by Thai authorities on their own criteria. What we can do is make sure the application is the right one, properly prepared and honestly presented — and tell you before you spend money if we think it is unlikely to succeed.
Are you a Thai law firm?
No. Connect Consult is a legal-services concierge. Advice on Thai company law, foreign business restrictions and licensing comes from counsel licensed to practise in Thailand, whom we brief and manage. We hold your relationship, translate the process, and stay accountable to you until it is done — which matters most here, because the people usually advising a foreigner on this question are the same people selling the structure.
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Tell us what the business actually does.
What the business does, whether you need to work in it yourself, your nationality, and whatever structure has been proposed to you. That is enough for us to tell you whether it is lawful, what the alternatives are, and what doing it properly would realistically cost.
Connect Consult is a legal-services concierge for foreigners in South East Asia. We are not a Thai law firm and we do not hold a Thai legal practising licence. Advice on Thai company law, foreign business restrictions, licensing and work permits is provided by counsel licensed to practise in Thailand — instructed, briefed and managed by us, with their fee quoted to you before you instruct them. No one can guarantee that a licence, an investment promotion or a work permit will be granted: those decisions belong to the Thai authorities and we never suggest otherwise. This page describes the framework in general terms and deliberately does not publish shareholding percentages, capital thresholds, Thai-employee ratios, statutory references, penalty figures, tax rates or fee schedules — those are set by Thai law, change over time, and are applied to your specific activity and structure by Thai counsel. Last reviewed August 2026.
Where to go next
Other situations in Thailand
The same situation elsewhere in South East Asia