How to register a Memorandum of Association in Thailand: a step by step DBD filing guide for 2026

A Thai private limited company is formed by registering a Memorandum of Association (MoA) with the Department of Business Development (DBD), either at a DBD or provincial commerce office or online through the DBD Biz Regist system[1]. The promoters first reserve a company name and agree on the business objectives, the registered capital and the shareholdings. The filing itself is short, but the MoA fixes the details that later filings, bank accounts and licenses depend on.

Key takeaways

About the Author

This guide was prepared by Settlr Global's company incorporation team under Managing Director Gagan Ajmani, who has 15+ years of regional experience across Southeast Asia. The team handles MoA preparation, DBD registration and shareholder structure setup for foreign and Thai founders.

The Memorandum of Association in Thailand

The Memorandum of Association is the founding document of a Thai private limited company. It is also the first record the DBD checks later company filings against. Under the Civil and Commercial Code, it should state:

Since the 2023 amendment to the Civil and Commercial Code, a private limited company generally needs at least two promoters. The MoA should match the reserved name, the promoters' identity documents and the activities the company actually plans.

Company setup checklists often show the MoA as a single line item. It is the line item that every later registration builds on. Before using any template, founders should list each activity planned for the first few years and make sure the objectives clause covers them. The Thailand business setup guide shows where the MoA sits in the wider setup sequence.

Ownership decisions before drafting the MoA

The MoA fixes capital and shareholdings, so the ownership route has to be chosen before the first draft. Thailand restricts certain activities for foreign-owned companies under the Foreign Business Act. For that reason, the objectives and the shareholding pattern in the MoA should match the route the company will use.

Changing a shareholding after registration generally means new filings, so the route should be confirmed before paying for anything. Settlr Global's company incorporation work, for example, reviews the foreign ownership route, BOI eligibility and nominee-risk exposure before any filing is made.

Filing the MoA through DBD e-Registration step by step

Once the ownership route is settled, the filing follows a set sequence, whether online through DBD Biz Regist or at a DBD office[1]. Errors made at any step usually send the application back to an earlier one.

Step 1: Reserve the company name. Submit proposed names through the DBD's online reservation service. The approved name is held for 30 days, so the MoA should be filed within that window[2].

Step 2: Set the capital and share structure. Fix the registered capital, the number of shares and the par value. At least 25 percent of the par value of each subscribed share should be paid up at incorporation[1].

Step 3: Prepare the MoA content. Enter the name, the province, the objectives, the capital and the promoter details exactly as they appear on the reservation and identity documents.

Step 4: Verify identities and sign. The MoA needs two witnesses to the promoters' signatures. Under the DBD's e-Registration regulation, online self-verification (e-KYC) is for Thai nationals only, while a foreign user shows a passport or Thai-issued ID to a DBD officer or uses another listed method, so foreign promoters should confirm the steps with the DBD[5].

Step 5: Hold the statutory meeting. Subscribers approve the company's articles where used and appoint directors and an auditor, and the directors then call for payment of at least 25 percent on each share[1].

Step 6: Submit company registration and pay the fees. The application must be made within 3 months after the statutory meeting, and an MoA lapses if the company is not registered within 3 years of the MoA registration. The MoA and the company registration are often submitted together. The DBD then reviews the filing and issues the registration documents[6].

You should have scanned passports, proof of address and the share table ready before Step 1. Registered capital above THB 5 million and an office address already used by 5 or more registered entities each require extra documents under DBD orders[1].

DBD registration costs and timing

Fees at DBD level are modest, with stamp duty of THB 200 on the MoA and THB 200 on any articles on top. The larger variables are capital requirements and the time spent correcting errors[1].

After registration, a company should proceed to VAT registration where required, bookkeeping and withholding tax filings. The accounting and tax services page covers that ongoing cycle.

Some companies need staff before the entity is live. An employer of record can hire in the meantime. Settlr Global provides employer of record in Thailand with a first hire in about 2 days and pricing from THB 8,999 per employee per month for local hires and THB 10,999 for expat hires.

Common mistakes that delay an MoA filing

The DBD checks later filings against the MoA, so errors made at this stage often come back. Common problems include:

Changing objectives requires a special resolution of shareholders and registration of the amendment with the DBD within 14 days of the resolution, at a THB 500 fee plus THB 50 stamp duty[7]. Before submitting, check the MoA line by line against the passports, the name reservation and the share table.

Frequently asked questions

Can a foreigner register a company in Thailand through the DBD's online system?

Foreign promoters can generally take part, but a promoter must be a natural person rather than a company and must subscribe for at least one share[2]. A company classed as foreign needs a Foreign Business License, BOI promotion or Treaty of Amity status for restricted activities on List Two or List Three, and identity verification steps may differ for foreign promoters[4].

Is a memorandum of association template safe to use?

A template provides structure. The content still has to match your reserved name, your promoters' documents and your planned activities, so review every field before filing.

How many promoters does a Thai limited company need?

At least two, following the 2023 amendment to the Civil and Commercial Code[2].

Does registering the MoA mean the company can start trading?

The MoA is one stage. The company is generally formed once company registration is complete[8]. Tax registration and any required licenses may follow.

Do founders need to be in Thailand during DBD company registration?

Filings are increasingly handled online, and Settlr Global works remotely until clients arrive. If you plan to relocate, the Thailand Visa Matcher gives indicative visa routes, and the DTV guide explains who the Destination Thailand Visa is designed for. Final approval rests with the Thai authorities.

About Settlr Global

Settlr Global is the operating arm of WOWS Global, a Singapore-incorporated corporate advisory and investment banking group, and an all-in-one platform for company setup, accounting and tax, payroll, visas and Employer of Record in Thailand. It brings those services under a single team, so founders do not have to coordinate separate local agencies. The platform has processed payroll and compliance work for 200+ clients across 15+ countries, from early-stage startups to established multinational enterprises. Its Employer of Record service lets companies hire in Thailand in about two days, with or without a local entity.

To plan your MoA and DBD filing with one Bangkok team, get in touch with Settlr Global.

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