Generally, no. According to the Board of Investment (BOI),11boi.go.thboi.go.th a project promoter can apply for investment promotion as an individual and then register the company with the Department of Business Development (DBD) within 6 months of accepting the promotion approval. The better order depends on whether the business needs a working company before approval or whether its shareholding and capital should be shaped around the BOI conditions first.
1boi.go.thboi.go.th
Key takeaways
- The BOI accepts promotion applications from individual promoters, so DBD registration is not required before applying.
- The company must be registered before the promotion certificate is granted, generally within 6 months of accepting the promotion approval.
- Registering first suits projects that need a bank account, contracts or staff before approval. Applying first suits projects whose shareholding and capital should follow the BOI conditions.
- Overseas companies can hire through an employer of record while the application and registration are under way.
About the Author
This guide was prepared by Settlr Global's Business Operations team with Managing Director Gagan Ajmani, who has 15+ years of regional experience across Southeast Asia. The team handles DBD registration, BOI company registration support and post-incorporation accounting in-house.
Does the BOI require DBD registration before a promotion application?
The BOI assesses the investment project, which is why a registered company is not needed at the application stage. A promoter can submit the application as an individual, based on a business plan and feasibility study.
The company must be legally formed before the promotion certificate is granted. According to BOI procedures, the company must generally be registered with the DBD within 6 months of accepting the promotion approval to receive the certificate.
The BOI reviews the project itself before issuing the certificate to the specific company that will run it. Founders often think they need the company registered before the BOI will review the project, but the company is needed for the certificate, which comes at the end. A promoter should plan the DBD filing against the expected approval date and confirm the current window with the BOI before submitting.
When does registering with the DBD first make sense?
Because either order is permitted, the choice turns on what the business has to do before the approval letter arrives. Registering first is common when the project needs:
- a corporate bank account to receive capital or pay suppliers before approval
- leases, supplier contracts or customer agreements signed in a company name
- local staff on its own payroll, registered with the Social Security Office
Foreign founders should take care here. A foreign-majority company generally cannot carry on activities restricted under the Foreign Business Act until a permission route is in place, such as BOI promotion or a Foreign Business License. A company registered early for a restricted activity should expect to sit idle until approval.
When is it better to apply for BOI promotion first?
The opposite case is a project whose company structure should be built around the BOI's conditions. Applying first lets the promoter fix:
- the foreign ownership level the BOI permits for the activity, which the registered shareholder structure should match
- registered capital that lines up with the investment plan in the application
- MoA objectives that cover the promoted activity in the same terms
Changing shareholders, capital or objectives after registration generally means further DBD filings, so applying first can save a round of amendments. A company that does register early should add its first filing dates to the Thailand Tax Calendar 2026 from day one.
How do the two sequences compare?
Set side by side, the trade-off is between early operating ability and structural flexibility.
| Factor | DBD registration first | BOI application first |
|---|---|---|
| Who applies to the BOI | The registered company | The promoter as an individual |
| Bank account and contracts before approval | Available | Not until the company is registered |
| Shareholding and capital | Set at registration, may need amendment | Set to match the BOI conditions |
| Accounting and tax filings | Start from registration | Start once the company is registered |
| Timing to watch | BOI review, about 90 working days for investments over 2,000 million baht, according to the BOI FAQ2 | BOI review, plus the 6-month window after accepting the approval |
A promoter should pick the column that matches the first six months of the business plan, then check that the shareholder structure fits the BOI conditions for that activity.
What is the recommended sequence for a new BOI company?
Whichever order is chosen, the same five steps apply, and the answer in Step 2 sets the order of the rest.
Step 1: Confirm the activity is eligible for BOI promotion and check the foreign ownership position for that activity.
Step 2: Decide whether the business needs a bank account, contracts or staff before approval. If it does, register with the DBD first.
Step 3: Fix the shareholder structure, registered capital and MoA objectives so they match the BOI application.
Step 4: Submit the application through the BOI's e-Investment Promotion system, as the company or as an individual promoter. Individual promoters then register the company within 6 months of accepting the approval.
Step 5: After the certificate is issued, set up accounting and tax compliance, VAT registration where required and work permits for foreign staff. Approval of the promotion, visas and work permits rests with the relevant Thai authorities, and processing times vary.
How can an overseas company hire in Thailand while the BOI application is pending?
Applying first leaves a period with no Thai employer, and for overseas companies that period shows up in hiring. An employer of record (EOR) covers it: the EOR's Thai company becomes the legal employer and runs payroll and statutory filings, while the client directs the day-to-day work.
With Settlr Global, an overseas company can hire employees in Thailand without a local entity. See our employer of record Thailand page: the first hire takes about 2 days, from 1 employee, from THB 8,999 per employee per month for a local hire or THB 10,999 for an expat hire. Employees can later move to the company's own entity once it is registered and the BOI certificate is granted.
Founders still working remotely for an overseas business during the review sometimes hold a Destination Thailand Visa (DTV). The DTV is designed for remote workers and digital nomads and does not permit employment with a Thai employer, so a founder taking a role in the new company generally needs a work permit route. Our DTV guide sets out the 2026 requirements.
Frequently asked questions
Can a foreigner apply for BOI promotion before registering a Thai company?
Yes. The BOI accepts applications from individual promoters, and the company must generally be registered with the DBD within 6 months of accepting the promotion approval, before the certificate is issued.
Does registering first improve the chance of BOI approval?
Approval depends on the project, and no sequence guarantees it.
Does a BOI-promoted company still file accounts and tax returns?
Generally yes.
Can Settlr Global handle the DBD registration and the BOI application together?
Settlr Global's incorporation service covers DBD registration, the MoA and shareholder structure, with foreign ownership and BOI eligibility reviewed before filings, alongside BOI company registration support.
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.
To plan the DBD and BOI sequence for a new Thailand company, book a consultation with the Settlr Global team.
References
- boi.go.thboi.go.th
- boi.go.thboi.go.th
