Recently, many cross-border e-commerce business owners and entrepreneurs expanding overseas have been frantically asking: Is it still possible to set up a company using a Thai national as a nominee shareholder? Can I start doing business under my own name for now?

If you still hold this view, you really need to be careful. The Thai Ministry of Commerce’s crackdown on straw shareholders has now escalated to the criminal level. Once shareholding on behalf of others is verified, the company will be forcibly dissolved, and foreigners face imprisonment and hefty fines—their businesses could collapse overnight. It’s safe to say that Thai businesses without a compliance plan are essentially operating “unprotected.”

To ensure a smooth start, you’ll need to follow the official procedures for foreign business operations. But don’t worry—today I’ll break down this process in plain language and, while I’m at it, discuss how to obtain your license to do business in Thailand in a cost-effective and compliant manner.
A special note: Registering an overseas company and ensuring ongoing financial and tax compliance is by no means as simple as just obtaining a business license. If you want to avoid repeatedly falling into these pitfalls, consider Qicaiying Group, which has specialized in cross-border services for many years. Qicaiying Group specializes in providing domestic and international company registration services in Shenzhen, Guangzhou, Shanghai, Beijing, Hangzhou, Hong Kong, the United States, Japan, South Korea, Southeast Asia, Singapore, the British Virgin Islands (BVI), the Cayman Islands, and more. We also offer a full range of corporate services, including annual reviews and audits, bookkeeping and tax filing, tax compliance, information updates, bank account opening, ODI filing, FDI filing, and other corporate services; Hong Kong residency application, renewal, and permanent residency services; Singapore EP application services; and cross-border e-commerce mentoring and agency operations—all as part of our one-stop service. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 16620947137, add WeChat: Qicaiyingjituan).
All right, let's get down to business.

I. Business Entities: Foreigners May Only Operate Through a Company

In Thailand, local Thai citizens can run small businesses as sole proprietors, but this is strictly prohibited for foreigners. Whether you’re from China, the United Kingdom, or Russia, as long as you hold a foreign passport, conducting business in Thailand in your personal capacity is illegal. Therefore, your first step must be to establish a company, which will then be used to sign contracts, receive and make payments, and conduct business.

II. Which type of company should you choose? The owner of 99% has no choice but to go with a joint venture.

For foreigners, there are essentially two ways to start a business in Thailand:

• A wholly foreign-owned company typically refers to a company that has obtained a BOI certificate. It must operate in industries encouraged by the government, such as high-tech or environmental protection, or involve a substantial investment that can make a significant contribution to Thailand. The barriers to entry are extremely high, making this option unsuitable for ordinary entrepreneurs.
• A Thai-foreign joint venture is the most realistic option for the vast majority of small and medium-sized business owners. The law strictly stipulates that Thai shareholders must hold at least 51% of the shares, while foreign shareholders may hold no more than 49%, and the entity must be a limited liability company. Furthermore, Thai shareholders must make genuine capital contributions and actively participate in the business; they absolutely cannot be mere nominal shareholders.

This raises the question: Where can you find a genuine and reliable Thai business partner? How should the equity structure be designed to ensure compliance while maintaining your control over the company? This requires a practical solution that is both deeply rooted in local conditions and risk-averse.
On that note, we must mention Qicaiying Group once again. Their Southeast Asia team has years of experience handling Thai company registrations and equity structure setup. They can assist in matching genuine shareholder resources while coordinating ODI filings to ensure funds are transferred overseas in compliance with regulations, thereby eliminating the risk of nominee shareholding scandals at the source. If you have any questions regarding this matter, please contact us directly at 16620947137 (WeChat ID: Qicaiyingjituan).

III. Registered Capital and Incorporation Documents

For a standard Thai-foreign joint venture, the registered capital typically starts at 2 million baht, and many small-scale businesses do not require full payment of the capital at the outset. However, this depends on the specific industry, the scale of the business, and whether work permits need to be obtained for foreign employees. Once the company registration is complete, you will receive the key documents—the DBD business license and the shareholder list—which clearly state your name, passport number, and shareholding percentage in black and white.

IV. Industry Operating License: Just Having a Company Isn’t Enough to Operate

Once a company is established, not all businesses can automatically begin operations. Those opening restaurants need a food service permit; those opening hotels need a hotel license; and those in the tourism industry must obtain a tourism permit. Different industries require different pre- or post-operational licenses, and none of these steps can be skipped. Otherwise, if an inspection is conducted, suspension of operations and fines are the norm.

V. When Hiring Foreign Employees, There Are Two Red Lines

If you want to actively participate in the management of a Thai company as a shareholder or director, or if you plan to transfer personnel from your home country, you’ll need to obtain work permits for your foreign employees. Here are two strict requirements you must keep in mind:

• Staff Ratio: For every foreign employee hired, there must first be four Thai employees, as required by law.
• Capital Requirement: For every foreign employee, the company must have 2 million baht in registered capital. For example, to obtain two work permits, the company must have eight Thai employees and 4 million baht in registered capital.
  In addition, there are restrictions on the types of jobs foreign employees can hold; occupations such as tour guide, Thai massage therapist, and woodcarver are explicitly prohibited for foreigners. Please note that if you are only a shareholder and do not participate in management, you are not required to obtain a work permit. However, if you perform any actual work for the company—even if you do not receive a salary—you must obtain a work permit; otherwise, you will be considered an illegal worker.

From establishing a joint venture and obtaining industry licenses to determining social security contribution rates, applying for work permits, and handling monthly bookkeeping, tax filing, and annual audits—the entire process is both complex and time-consuming. Instead of running into roadblocks on your own, it’s better to entrust the process to a reliable service provider. Qicaiying Group’s Thailand business services cover the entire setup process—including company registration, bank account opening, bookkeeping and tax filing, and assistance with work permit applications—and can also provide cross-border e-commerce coaching and managed operations to help you successfully navigate the local market. For more details, call 16620947137 directly or add WeChat ID Qicaiyingjituan to get a customized solution.

VI. Common Quick Q&A

• Do foreign shareholders need to have a visa first? No. There are no visa requirements for foreign shareholders when registering a company; even someone with a tourist visa can be a shareholder.
• Can a foreign national be a legal representative? Yes.
• How should the registered address be handled? If you don’t have a business location initially, you can temporarily use a law firm’s address. However, the compliant practice is to transfer the registered address promptly once your actual business location is confirmed. Qicaiying Group can assist with the registered address and any subsequent changes. For more details, add us on WeChat at Qicaiyingjituan to discuss further.

In general, the compliance pathway for foreigners doing business in Thailand is as follows: corporate entity → Thai-foreign joint venture structure (with at least 51% held by Thai partners) → obtaining the relevant industry license → hiring employees in accordance with regulations. Each step is interlinked; one misstep could jeopardize the entire process.

Finally, let me emphasize once more: the biggest risk in starting a business overseas is operating “blindly.” If you’re planning to enter the Thai market—or have already run into issues with shareholders, licenses, or work permits—don’t risk your own assets by trying to figure it out on your own. Qicaiying Group specializes in providing domestic and international company registration services in Shenzhen, Guangzhou, Shanghai, Beijing, Hangzhou, Hong Kong, the United States, Japan, South Korea, Southeast Asia, Singapore, the British Virgin Islands (BVI), the Cayman Islands, and more. We also offer annual company audits, bookkeeping and tax filing, tax compliance, information updates, bank account opening, ODI filing, FDI filing, and other corporate services; Hong Kong residency application, renewal, and permanent residency services; Singapore EP application services; and cross-border e-commerce mentoring and agency operations—all as part of our one-stop solution. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 16620947137, add WeChat: Qicaiyingjituan). Let’s equip your Thai business with “bulletproof protection” right from the start.