Thai Private Limited Company Registration: Process, Requirements & Minimum Capital

In short

To set up a private limited company (บริษัทจำกัด) in Thailand, at least 2 promoters must sign the company memorandum (memorandum of association), subscribe for the whole number of shares to be registered before registration, hold a statutory meeting to appoint directors, and — after paying up at least 25% of the nominal value of each share — the directors apply to the registrar at the Department of Business Development (DBD) for company registration; the Civil and Commercial Code sets no fixed minimum amount of registered capital, requiring only that the nominal value of each share be not less than 5 baht.

Private limited company vs. public limited company

Under the Thai Civil and Commercial Code, a “limited company” means a company formed with capital divided into shares, where the shareholders’ liability is limited to the amount, if any, unpaid on the shares they respectively holdSection 1096. A private limited company (บริษัทจำกัด) may not make any invitation to subscribe for shares to the publicSection 1102; public limited companies (which may issue shares publicly and raise funds from the general public) are governed by separate, dedicated legislation, and this article covers only private limited companies.

Who may promote it: minimum number of promoters and shareholders

A limited company may be promoted and formed by a group of persons who subscribe their names to a memorandum and otherwise comply with the provisions of the Civil and Commercial CodeSection 1097. The current minimum number of promoters (who are also the initial shareholders) is 2 (as amended 2023, Section 1097 of the Civil and Commercial Code); please note: the older English translation still reads “three persons” — the current figure of 2 governs. Each promoter must subscribe for at least 1 shareSection 1100. The company must be managed by a director or directors under the control of the general meeting of shareholders and the company’s regulations, with at least 1 directorSection 1144.

What the company memorandum (memorandum of association) must state

The promoters must prepare the company memorandum (memorandum, Thai หนังสือบริคณห์สนธิ) and, under Section 1098, state the following particulars:

the name of the company, which must end with the word “limited”;
the part of the Kingdom in which the registered office of the company is to be situated;
the objects of the company;
a declaration that the liability of the shareholders is limited;
the amount of share capital proposed to be registered, and its division into shares of a fixed amount;
the names, addresses, occupations and signatures of the promoters, and the number of shares subscribed by each of them.

The memorandum must be made in at least two original copies, signed by all the promoters and certified by two witnesses, and one copy must be deposited and registered with the registrar of the part of the Kingdom in which the company’s registered office is declared to be situatedSection 1099. If the memorandum states that the directors bear unlimited liability, that statement is valid, and a director’s unlimited liability terminates two years after he ceases to hold officeSection 1101.

Subscribing for shares and the first payment of 25%

The whole number of shares the company proposes to register must be subscribed for or allotted before the company is registeredSection 1104. Shares may not be issued below their nominal value; if the memorandum permits, they may be issued at a premium, in which case the excess must be paid together with the first payment; the first payment on the shares must not be less than 25% of their nominal valueSection 1105. The nominal value of each share may not be less than 5 bahtSection 1117.

The statutory meeting

Once the shares have been fully subscribed, a statutory meeting must be held to consider matters including: adopting the company’s regulations, ratifying the contracts entered into and the expenses incurred by the promoters, fixing the remuneration to be paid to the promoters, fixing the number and rights of preference shares, fixing the shares to be allotted as paid up otherwise than in money, and appointing the first directors and auditors and fixing their powersSection 1108. A resolution is valid only if passed by a majority of the subscribers entitled to vote that includes at least one half of their total number and represents at least one half of the total number of their shares; a promoter or subscriber with a special interest in a resolution may not vote on itSection 1109. After the meeting, the promoters must hand over the business to the directors, who must then call for payment forthwith on each share, in money, of not less than 25%Section 1110.

Applying to the registrar (DBD) for company registration

Once the payment referred to in Section 1110 has been made, the directors must apply for company registration; the application and the entries in the register must conform to the resolutions of the statutory meeting and state the total number of shares subscribed or allotted, the shares paid up otherwise than in money, the amount already paid in money on each share, the total amount of money received in respect of shares, the names, occupations and addresses of the directors, the directors’ powers, the period (if any) for which the company is formed, and the address of the principal business office and of all branch officesSection 1111. Once the registrar issues the certificate of registration, the company is formed. Where certain conditions are met, the promoters may register the memorandum and the company on the same day the memorandum is madeSection 1111. In practice, company registration is handled with the Department of Business Development (DBD), and the specific forms, fees and timeframes follow the official rules (our firm can help confirm these).

The name plate (signboard) obligation

This is a separate registration, independent of company registration: an operator carrying on a commercial activity listed in Section 6 of the Commercial Registration Act (buying and selling, leasing, brokerage, transportation, manufacturing, money-lending, warehousing, insurance, and so on) must make a commercial registration at the commercial registration office of the locality in which its head office or main branch office is situatedSection 10 of the Commercial Registration Act. After the commercial registration is completed, the operator must, within 30 days from the date of registration, display a name plate (signboard) publicly and prominently at the place of business; the name plate must be written in Thai characters, readable and clearly legible (foreign characters may also be added), its name must correspond with the registered name, and a branch office must also include the word “branch”Section 15 of the Commercial Registration Act. Whether a separate commercial registration is required and its exact scope of application follow the official rules (our firm can help confirm these).

What is the minimum registered capital?

The Civil and Commercial Code sets no fixed minimum amount of registered capital for a private limited company. The Code requires only that: the nominal value of each share be not less than 5 bahtSection 1117, each promoter subscribe for at least 1 shareSection 1100, and the first payment be at least 25% of the nominal valueSection 1105. So, on the face of the Code, there is no uniform “minimum registered capital” threshold. In practice, how much registered capital should be set (for example, requirements tied to foreign employees’ work permits, particular licences, or foreign-ownership ratios) follows the official rules, and our firm can help confirm these.

⚠️ On versions and figures

The English Civil and Commercial Code corpus this article relies on is a pre-2023 translation, and certain figures (such as the old “three promoters”) are outdated. The current minimum number of promoters/shareholders is 2 (as amended 2023) and the minimum number of directors is 1. Except for the figures expressly tied to the section numbers cited in this article, please treat all other amounts, deadlines and fees as subject to the latest official rules, which our firm can help verify.

FAQ

How many promoters and shareholders does a Thai private limited company need now?

Currently at least 2 (as amended in the 2023 Civil and Commercial Code, Section 1097); each promoter must subscribe for at least 1 share (Section 1100), and the company must have at least 1 director (Section 1144). The older English translation reads “three persons,” which is outdated — the current figure of 2 governs.

Is there a minimum registered capital to register a private limited company?

The Civil and Commercial Code sets no fixed minimum registered capital; it requires only that the nominal value of each share be not less than 5 baht (Section 1117) and that the first payment be at least 25% of the nominal value (Section 1105). Practical amounts (for example where work permits, licences or foreign-ownership ratios are involved) follow the official rules, and our firm can help confirm them.

Must all the share money be fully paid before company registration?

Not in full — but the shares to be registered must all be subscribed for or allotted before registration (Section 1104), and the first payment of at least 25% of each share’s nominal value must be made (Sections 1105 and 1110); the directors then apply for company registration (Section 1111).

What must the company memorandum (memorandum of association) contain?

It must state the company name (ending with “limited”), the region of the registered office, the objects, a declaration of the shareholders’ limited liability, the total share capital and its division into shares, and each promoter’s name, address, occupation, signature and number of shares subscribed (Section 1098); it must also be made in at least two original copies and, after certification by two witnesses, deposited with the registrar (Section 1099).