A Thai private limited company needs at least two shareholders in 2026. A Thai-owned company has no statutory minimum total registered capital, only a minimum par value of 5 THB per share under the Civil and Commercial Code. The practical floor comes from other rules: the Foreign Business Act once foreigners hold half or more of the shares, work permit planning and the DBD's tighter checks on where Thai shareholders' money comes from.
Key takeaways
- Two shareholders is the legal minimum for a private limited company; the Board of Investment's A Business Guide to Thailand 202311boi.go.thboi.go.th lists a minimum of 2 promoters. The Code sets no maximum.1boi.go.thboi.go.th
- A Thai-owned company has no fixed minimum registered capital.
- Registered but unpaid capital is money shareholders still owe the company, so a large headline figure with a small paid-up amount adds liability.
- Companies in which foreigners hold half or more of the shares fall under the Foreign Business Act. Restricted activities need a Foreign Business License, BOI promotion or US Treaty of Amity status.
About the Author
This guide was prepared by Settlr Global's Business Operations team under Managing Director Gagan Ajmani, who has 15+ years of regional experience across Southeast Asia. The team handles DBD company registration, Memorandum of Association drafting and shareholder structuring for Thai and foreign founders.
What are the capital and shareholder rules for a Thai limited company in 2026?
Every capital decision starts from the Civil and Commercial Code, which sets the baseline for all Thai private limited companies.
| Rule | Position in 2026 |
|---|---|
| Minimum shareholders | Two, per the BOI's A Business Guide to Thailand 20231 |
| Maximum shareholders | No maximum stated for a private company |
| Minimum total registered capital | None mandated for a Thai-owned company |
| Minimum par value | 5 THB per share |
| Paid-up at registration | At least a quarter of each share's value |
| Changes for 2026 | No statutory change; stricter DBD screening of Thai shareholders' funds |
The two-shareholder minimum sets the floor. How the shares are split sets control. A special resolution, such as a capital increase, requires three quarters of the votes of eligible shareholders at the meeting under the Civil and Commercial Code. That means a holder with more than a quarter of those votes can block it.
Founders should agree the split and a shareholders' agreement before the MoA lists anyone. Our legal advisory page covers how those agreements are drafted.
How does registered capital create liability for shareholders?
Since the law sets no capital minimum, the figure a founder registers is a choice, and that choice carries liability. A shareholder's liability is limited to the amount still unpaid on their shares, under Section 1096 of the Civil and Commercial Code:
Unpaid liability per shareholder = shares held x (par value minus amount paid per share)
A founder might consider registering 5 million baht to establish credibility, but would then owe three quarters of that amount to the company. The remaining balance is callable capital; the company can demand it, and in an insolvency a liquidator can generally pursue it.
A founder should register the amount the company will actually fund, plus whatever paid-up capital the hiring and licensing plan requires.
How does the Foreign Business Act change the minimum capital?
Capital stops being a free choice once foreign ownership enters the structure.
- The Act sets minimum capital requirements for foreign companies in millions of baht, with a higher floor for activities on its restricted lists.
- Restricted activities generally need a Foreign Business License in Thailand from the Ministry of Commerce, or an exemption route.
- Thai shareholders holding shares on behalf of a foreigner breach the Act. The DBD's stricter fund checks are aimed at identifying this arrangement.
Requirements depend on the activity, so check the current lists before filing. Founders should choose the ownership route before drafting the MoA. Licence applications are handled under our legal advisory service.
Which ownership routes allow majority foreign control?
For founders who need control rather than a minority stake, the options narrow to a few routes.
| Route | Foreign shareholding | Approval needed | Capital point |
|---|---|---|---|
| Thai-majority limited company | Below half | DBD registration | No statutory minimum; DBD fund screening |
| Foreign Business License | Majority or full | FBL under the Foreign Business Act | Foreign Business Act minimums apply |
| BOI promotion | Majority or full in promoted activities | BOI certificate, then FBA certificate | Investment conditions set per activity |
| US Treaty of Amity | Majority or full for qualifying US owners | Amity certificate; some sectors excluded | Set by business plan and work permit needs |
Each approval is decided by the relevant authority, and none is automatic. Build the timeline with that in mind.
How do work permits affect the capital a company should register?
The ownership route sets the legal floor, but the hiring plan often sets the practical one. The Board of Investment's Quick Guide to Starting a Business in Thailand 202622boi.go.thboi.go.th lists a minimum of 2 million baht registered capital per work permit, and the Immigration Bureau33bangkok.immigration.go.thbangkok.immigration.go.th generally expects paid-up registered capital of no less than 2 million baht for employment visa extensions.
2boi.go.thboi.go.th
3bangkok.immigration.go.thbangkok.immigration.go.th
Count the foreign hires planned for the first year, check current requirements and set paid-up capital to match. Our visa and work permit page outlines the permit process.
What does DBD company registration involve in 2026?
Once capital and ownership are settled, registration with the Department of Business Development follows a fixed sequence.
- Step 1: Reserve the company name with the DBD.
- Step 2: Draft the Memorandum of Association with shareholders, share count, par value and registered capital.
- Step 3: Appoint directors (one or more) and adopt the Articles.
- Step 4: File the company registration, with evidence of paid-up capital and Thai shareholders' funds where requested.
- Step 5: Obtain the tax ID, open the corporate bank account and register for VAT if required.
Settlr Global's typical estimate for company setup is 14 to 21 days based on client experience, though this is not an official DBD figure. Our company registration in Thailand page and the Thailand business setup guide list the documents.
Can a foreign company hire in Thailand without registering a company?
Some overseas companies reach the capital question only because they want one or two people on the ground. An employer of record lets them hire employees in Thailand without a local entity. The EOR is the legal employer, and the client directs the work.
With Settlr Global's employer of record in Thailand, the first hire takes about 2 days, from 1 employee. Pricing starts at THB 8,999 per employee per month for a local hire and THB 10,999 for an expat hire. Employees can move to the client's own entity once incorporation is complete.
Frequently asked questions
Can one person own a Thai limited company?
No. A private limited company needs at least two shareholders, though one can hold a large majority.
Is there a minimum paid-up capital?
At least a quarter of each share's value should be paid at registration. A Thai-owned company has no fixed total.
Can a foreigner own 100% of a Thai company?
Possibly, for eligible activities, through a Foreign Business License, BOI promotion or the US Treaty of Amity. Approval is not guaranteed.
Do Thai shareholders need to prove their funds?
The DBD has introduced stricter screening that asks Thai shareholders to show the source of their investment.
Can a company increase its capital later?
Yes. Pass a special resolution and register the increase with the DBD.
Is there a maximum number of shareholders?
The Civil and Commercial Code sets no maximum for a private limited company.
About Settlr Global
Settlr Global is the operating arm of WOWS Global, a Singapore-incorporated corporate advisory and investment banking group, and provides a one-platform ecosystem for business operations in Thailand. It combines payroll, HR, legal, tax and incorporation support 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.
Your one stop for business operations in Thailand.
To set capital, shareholders and an ownership route before you file, book a consultation with Settlr Global at settlrglobal.com.
References
- boi.go.thboi.go.th
- boi.go.thboi.go.th
- bangkok.immigration.go.thbangkok.immigration.go.th
