In 2026, Thailand's company registration regulation ushered in a comprehensive upgrade, DBD new policy to crack down on proxy holding, strengthen the review of foreign investment, to Chinese enterprises to go overseas in Thailand to bring a new compliance test. This article explains the core of Thailand's new regulatory policy in 2026, common company types, registration requirements and the whole process, dismantling the core taxes such as corporate income tax, value-added tax and other core taxes, as well as key compliance points such as ODI filing for Chinese enterprises, land ownership, labor and employment, and other key compliance points. Whether you are planning to register a company in Thailand or optimize your existing business structure, reading this guide will help you avoid policy risks, clarify the path of compliance, and help Chinese enterprises to steadily lay out the Thai market.

In the face of the complex and changing international regulatory environment, it is crucial to choose a professional partner. With rich localization experience and professional team, we can provide you with all-round support from preliminary consulting to on-site operation, ensuring that your road to Thailand company registration is compliant, efficient and smooth.

01 Policy Inflection Point: Full Upgrade of Thailand Company Registration Regulation in 2026

The year 2026 has seen major regulatory changes in the field of company registration in Thailand. Effective January 1, the Department of Business Development (DBD) issued Order No. 2/2568, introducing stricter financial documentation requirements for the registration of partnerships and limited companies involving foreign participation.

On this basis, the DBD issued Emergency Order No. 2569 in March 2026, which came into effect on April 1, 2026, setting an unprecedented threshold for reviewing specific changes such as the addition of foreign partners to a partnership and the addition of foreign authorized directors to a limited company. This signifies that the Thai government's crackdown on “nominee shareholding” and “nominee directors” has entered the substantive implementation stage, and all Thai company registration businesses involving foreign capital structures will face a more stringent compliance test.

(i) Underlying logic of regulatory upgrading

For a long time, some foreign investors have circumvented the restrictions on shareholding under the Foreign Business Act (FBA) by bringing in Thai nominal shareholders or directors, creating what is known as “shadow foreign investment”. According to the DBD, there are more than 75,000 companies in Thailand with foreign shareholders holding less than 50%, but whose business activities fall within the restricted list of the FBA, and such structures are highly suspected to be under nominee arrangements. The new policy clearly characterizes such acts as those that undermine the country's business competition structure, harm the public interest and pose an economic security risk.

Unlike the previous requirement of submitting only standard registration documents, the core change of the new regulation is the introduction of the mechanism of “Confirmation of Declaration of Non-Subrogation” and the requirement of substantive review of the financial capacity of Thai shareholders. In the event of a specific change in shareholding or management during the process of company registration in Thailand, the relevant person in charge must sign a legally binding confirmation document stating that there is no help for foreigners to hold the business on behalf of the business, and Thai shareholders are required to provide at least three months of bank statements to prove the true source of their capital contribution. This document will be the direct basis for subsequent criminal examination.

(ii) Two core application scenarios for the 2026 New Deal

The new regulations target two main types of change scenarios:

The first category is the addition of foreign partners to a partnership. If the addition of a new partner to a partnership that was originally wholly owned by a Thai partner results in the combined shareholding of the foreign partners exceeding 50%, or if there is no Thai partner in a managerial position, the managing partner responsible for the registration must sign an acknowledgement letter and all the existing partners and the new Thai partner must be present in person to verify their identity.

The second category is the addition of foreign authorized directors to a limited company. When the addition of new directors to a limited company whose original directors are all Thai nationals results in the foreign directors being authorized to sign for the company, regardless of the percentage of shares held by the foreign shareholders, it triggers the mandatory declaration confirmation process. Upon receipt of the confirmation letter, the Business Development Office transfers the list of companies concerned to the Central Investigation Bureau (CIB) of the National Police Agency for independent review.

(iii) Legal red tape and operational risk

The most noteworthy deterrent of the new policy is its clear criminal consequences. Under Thailand's current legal system and 2025 enforcement practices, the legal consequences of surrogacy are more severe:

• Section 36 of the Foreign Business Act: Any Thai national who assists a foreign investor in circumventing foreign investment restrictions through proxy holding can be sentenced to up to three years' imprisonment or a fine of 100,000 to 1 million baht, or both.
• Relevant articles of the Criminal Code: The submission of false documents or the making of false statements may, depending on the seriousness of the circumstances, lead to criminal liability.
• Risk of deportation: Foreign de facto controllers may be deported and blacklisted in addition to criminal penalties.
• Civil Consequences: The escrow agreement is invalidated because it violates public order or the Foreign Business Law, and the actual contributor is unable to claim his rights under the escrow agreement and faces the risk of “losing both his money and his property”.

At this critical juncture, Enterprise Caiying Group can provide you with professional compliance structure design services to help you comprehensively assess the risks of the investment path, accurately select a legal business model that meets the requirements of Thai law, effectively avoid the legal risks brought about by the new policy, and ensure the safety of your investment.

(iv) Investor response strategies

In the face of this policy change, investors planning to set up or restructure their business in Thailand need to revisit the compliance path. Currently, the main pathways for foreign investors to legally operate in Thailand include:

• Apply for BOI investment incentives: 100% foreign shareholding, tax incentives, land ownership and foreign staff hiring facilities are available.
• Apply for Foreign Business License (FBA/FBL): For industries in the Restricted List of the Foreign Business Act, you can apply for a license to operate legally, subject to conditions such as minimum registered capital (usually starting at 3 million baht) and the percentage of Thai directors.
• Use of special status under bilateral treaties: under the U.S.-Thai Friendship Treaty or economic partnership agreements with countries such as Japan, qualified investors from specific countries can enjoy exemptions from foreign investment access.
• Policies for Specific Industrial Parks: Enterprises established in specific parks, such as industrial parks under the supervision of the Industrial Estate Authority of Thailand (IEAT) or the Thai-Chinese Rayong Industrial Park, are entitled to special policies on foreign shareholding and land ownership.

This regulatory upgrade in Thailand releases a clear signal: foreign capital must enter the Thai market through a transparent and compliant channel, and any attempt to take advantage of legal loopholes will be strictly scrutinized. Under the new regulatory norm, a professional and standardized path of Thai company registration will become the basic guarantee for the sound operation of enterprises.

02 Common Types of Companies in Thailand

• private limited company
  This is the most common form of company in Thailand with a minimum of 3 promoters, which can be reduced to 1 shareholder after incorporation. The shareholders have limited liability for the company's debts and it is suitable for most industries with low registration requirements. The private limited company is suitable for general trading, manufacturing, consulting and other businesses.
• BOI (fully foreign-owned company)
  BOI companies are approved by Thailand's Board of Investment Promotion (BOI) for tax incentives, duty exemptions, and a streamlined work visa process suitable for incentive sectors such as manufacturing, technology and innovation, and infrastructure.
• representation office
  Offices set up by foreign companies for non-profit activities such as market research and customer support. Representative offices cannot be directly involved in commercial transactions and are suitable for market expansion and pre-preparation.
• joint venture
  The most common type of foreign company, Thai JV requires at least 2 promoters, Thai shareholding must be 511 TP3T and foreign shareholders 491 TP3T. It is generally suitable for projects that require local resources and networks, such as construction, public utilities etc.
• branch offices
  A branch office of a foreign company in Thailand can engage in direct business activities but is required to be registered and taxed under Thai law. A branch office is suitable for companies that have a stable business and wish to have direct control.

03 Thailand Company Registration Requirements

(i) Private limited companies

• Shareholder Requirements: At least 3 promoters (natural persons), the number of shareholders can be reduced to 1 after the establishment.
• Director Requirements: At least 1 director, who can be Thai or foreign, but if the foreign director is authorized by the company's signature, it will trigger the substantive review process under the new 2026 regulations.
• Registered capital: The minimum registered capital is 1 million baht. A minimum of 2 million baht is a mandatory threshold for applying for work visas and quotas for foreign workers. The registered capital needs to be remitted from abroad and a Foreign Exchange Transaction Form (F.T.F.) from the bank should be retained as proof that the funds are legitimate. The first installment of 25% is required to be paid in within 15 days after the issuance of the business license.
• Registered Address: Must have a local physical Thai address.
• Share Requirements: The nominal value of each share shall not be less than five baht.

(ii) BOI

• Shareholder Requirements: 100% foreign ownership allowed, no Thai shareholders mandatory.
• Director Requirements: At least 1 director, who may be a natural person of any nationality.
• Registered capital: Determined on a project and industry-specific basis, usually not less than 1 million baht, depending on the type of project and size of investment.
• Scope of Operation: Must fall within the list of encouraged industries published by the BOI (e.g. digital economy, biotechnology, high-end manufacturing, electric vehicles, etc.) and must submit a detailed investment plan for approval.
• Registered Address: There must be a local physical Thai address, and BOI programs can usually legally hold land.

(iii) Representative offices

• Shareholder Requirements: As part of the parent company, the shareholders require consistency with the parent company.
• Director Requirements: At least 1 director, who may be a natural person of any nationality.
• Registered capital: The minimum registered capital is 3 million baht.
• Registered Address: Must have a local physical Thai address.
• Scope of Business Restrictions: May only engage in non-profit activities such as market research, product promotion, liaison and coordination.

(iv) Joint ventures

• Shareholder Requirements: At least 2 promoters and each promoter holds at least 1 share.
• Director Requirements: At least 1 director (special attention should be paid to the new requirements if foreign directors are involved). In practice, if the company is engaged in a restricted industry, Thai nationals are usually required to be on the board of directors.
• Registered capital: The minimum registered capital is 2 million baht. If the registered capital equals or exceeds 5 million baht, a minimum of 25% of registered capital must be paid in within 15 days after the company receives its business license. If work permits and visas are required for foreign directors or employees, the registered capital should be not less than 2 million baht and for each additional foreign employee, the registered capital must be increased by 2 million baht accordingly.
• Registered Address: Must have a local physical Thai address.

04 Thailand Company Registration Process

1. Pre-approval of company name
   Submit 3 alternative company names through the Thai Department of Business Development DBD online system. The name needs to comply with the Thai company naming regulations (can be registered in Thai, Chinese and English together) and the review is usually completed within 1-3 working days.
2. Preparation of articles of association
   Once the company name reservation has been approved, the Memorandum of Association (MOA) has to be registered with the Registrar of Partnerships and Companies.The MOA has to contain the following information:
   • Company name (must end with “Limited”)
   • Company Location
   • Business Objectives
   • Statement of limited liability of shareholders
   • Company capital structure (total number of shares and par value per share)
   • Name, address, occupation, signature of each promoter and the number of shares subscribed by them
     After the MOA is registered, the company must be registered within three years or the MOA will lapse.
3. Convening of statutory meetings
   After the MOA has been approved and the shares paid in cash have been fully subscribed, the promoters must call a Statutory Meeting (Statutory Meeting). Notice of the meeting should be sent to all shareholders at least 7 days before the meeting. The Statutory Meeting shall resolve on the following matters:
   • Adoption of Articles of Association (AOA)
   • Approval of contracts and expenses entered into by promoters for the establishment of companies
   • Decide on the remuneration to be paid to the promoter (if any)
   • Details of consideration of preference shares, if any
   • Appointment of Directors and Auditors of the Company
4. Transfer of corporate affairs and payment of capital
   After the conclusion of the statutory meeting, the promoters are required to hand over the business of the company and all documents to the directors. The directors are required to demand payment of at least 25% of the nominal amount per share.
5. Submission of company registration documents
   When all the shares have been paid up to a minimum nominal value of 251 TP3T and subject to three months from the date of the statutory meeting, the authorized director shall apply to the DBD for registration of the company. The application for registration shall contain the following matters:
   • Number of common and preferred shares
   • Number of shares paid in cash
   • Contributed amount per share
   • Details of directors and list of directors who may sign documents on behalf of the company
     Copies of MOA, AOA, list of shareholders, minutes of statutory meetings, etc. must also be submitted. DBD will issue the Certificate of Incorporation and Certificate of Incorporation after the registration fee is paid.
     Note: If all the necessary procedures (subscription of shares, convening of statutory meetings) have been completed simultaneously on the day of preparation of the MOA, the registration of the MOA and the registration of the company can be done simultaneously on the same day.
6. tax registration
   Within 60 days of the company's establishment, it is required to apply for a tax registration certificate (VAT registration) from the Inland Revenue Department. If the company's annual revenue is expected to exceed 1.8 million baht, it must register for Value Added Tax (VAT).
7. Bank account opening
   Upon completion of company registration, a corporate account can be opened.The latest policy in 2026 requires that a bank account opening appointment be completed within 30 days of company registration. When opening a corporate account in a local Thai bank, you need to provide proof of company registration, tax registration certificate and other relevant documents.
8. post a notice
   Publication of the incorporation notice in a designated newspaper usually requires two consecutive publications.
9. Carrying out other necessary formalities
   • Labor registration: Apply for labor registration with the Ministry of Labor and pay social security for employees.
   • Intellectual property protection: Apply for protection of trademarks, patents, etc. with the Intellectual Property Office of Thailand.
   • Factory-related licenses: If you are engaged in manufacturing, you need to follow the Factory Act to apply for an industrial land permit, a factory building permit, a factory acceptance permit, and a factory start-up permit.
   • Quality Management System Certification: System certifications such as ISO9001:2015 can be applied for from relevant certification organizations.
   • Import and export filing: If import and export business is involved, the legal person must go to the Customs to make a record.

There are many links in the above process, and the omission of any one detail may lead to registration delays or even failure. Enterprise Caiying Group provides one-stop Thailand company registration services, from name approval to the final account opening, the whole process for you to accurately control, save time and effort.

05 Introduction to major taxes in Thailand

(i) Corporate income tax

Corporate Income Tax (CIT) is the centerpiece of Thailand's tax system and is levied on all businesses registered or operating in Thailand. Thailand's CIT is based on a tiered tax rate, with micro, small and medium-sized enterprises (MSMEs) having to meet the criteria of having paid-up capital of ≤ 5 million baht and annual revenues of ≤ 30 million baht:

• Taxable profit ≤ 300,000 baht: 0%
• Taxable Profit THB 300,000 - 3,000,000: 15%
• Taxable profit > 3 million baht: 20%

(ii) Value added tax

VAT is the most important turnover tax in Thailand and is levied on the sale of goods and services. Businesses with an estimated annual sales revenue of more than 1.8 million baht are required to register as VAT payers.

• Standard statutory tax rate: 101 TP3T (but the government has temporarily reduced the tax rate to 71 TP3T to stimulate the economy, with the latest extension to September 30, 2026)
• Zero tax rate: Application of 0% rate to specific transactions such as export of goods, international transportation services, etc.

(iii) Customs duties

Tariffs are taxes that all companies involved in import and export business must focus on, directly affecting procurement costs and product competitiveness.

1. Import duties:
   • Intra-ASEAN: Thailand has eliminated intra-ASEAN import tariffs on 99.651 TP3T goods, and most goods are eligible for preferential tariff rates of 01 TP3T-51 TP3T
   • General tax rates: Determined according to the HS code, the tax rate ranges from 0%-80%
   • Special provisions: Effective January 1, 2026, Thailand eliminates the duty-free policy for imports valued at 1,500 baht and below, and all imports will be subject to import duties, with a uniform minimum tariff rate of 10% applied to low-value goods
   • Exemptions: Duty exemption or refund for imported raw materials used in the production of export goods, goods imported from free trade zones or bonded factories, etc.
2. Export tariffs: Almost all goods exported from Thailand are not subject to export duties, while only a few goods (e.g., rubber, timber, rice and rubber sheets) are subject to export duties at rates ranging from 0%-40%.

Tax basis: Import tariffs are based on the CIF price of the goods (cost, insurance plus freight), and a VAT of 7% is usually added at the import stage (tax basis is CIF price + tariff).

06 Key Compliance Tips for Chinese Enterprises Going Overseas in Thailand

(i) Pre-requirements for ODI filing

According to China's Measures for the Administration of Outbound Investments, domestic enterprises that set up enterprises abroad by way of new establishment or merger and acquisition and involve cross-border outflow of funds must complete the ODI filing/approval process. The consequences of failing to file include:

• Inability to legally remit investment funds
• Offshore profits cannot be repatriated in a compliant manner
• Unable to take advantage of the repatriation investment tax credit
• May be recognized as illegal use of foreign exchange, facing administrative penalties and even criminal liability

ODI filing process: project establishment by NDRC → filing by MOFCOM → foreign exchange registration by OFAC, the whole process takes about 3-6 months. It is recommended to start the ODI process before signing any offshore investment agreement.

(ii) Land ownership restrictions

In principle, foreigners and Thai companies with foreign shareholdings exceeding 49% cannot purchase land. Variation paths include:

• BOI approves the project: Land can be legally held after approval (safest route)
• Condo Purchase: Foreigners may legally purchase condominiums, provided that the percentage of foreign owners in the entire building does not exceed 49%
• Held through Thai companies: High risk of being found guilty of circumventing the law
• Paths are strictly prohibited: It is illegal to hold land or villas on behalf of Thai individuals

(iii) Labor requirements

The employment of foreign workers is strictly regulated, with the exception of BOI companies:

• Ordinary foreign companies: For every 1 foreign employee hired, 4 Thai employees must be hired and work permits + visas must be applied for
• BOI Approved Enterprises: Freedom to hire foreign executives and technicians with no limit on employee ratio
• Minimum wage: Varies from province to province, approximately 363 baht/day in Bangkok (2025 standard)
• Compliance Essentials: All employees must sign a written labor contract, pay social security contributions, and comply with working hours and leave regulations.

(iv) Data compliance requirements

Thailand's Personal Data Protection Act (PDPA) comes into full effect on June 1, 2022, and applies to all businesses in Thailand that process personal data of Thai residents, including Chinese companies. Core obligations include:

• Establishment of a Data Protection Officer (when handling sensitive data on a large scale)
• Obtaining explicit user consent (especially for sensitive information such as biometric, health, financial, etc.)
• Data breaches must be reported to regulators within 72 hours of occurrence

Risk Tip: Violation of the PDPA is punishable by a fine of up to 5 million baht and imprisonment.

(v) Dispute settlement mechanisms

Preference for arbitration, especially involving Chinese parties. Thai court proceedings are lengthy and language barriers are significant. Recommended choices are Singapore International Arbitration Center (SIAC), Thailand Arbitration Center (THAC), or an agreement to arbitrate at the China International Economic and Trade Arbitration Commission (CIETAC). Thailand is a party to the New York Convention and foreign arbitral awards can be applied for enforcement in Thailand.

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