Many foreigners who fall in love with Thailand eventually wonder if they can own a business here. Yes — with significant caveats that have wiped out a lot of optimistic foreigners over the years.
Before you consider this: Do not buy or open a small business in Thailand unless you have prior experience running that exact type of business and genuinely understand what you're getting into. Every year, men buy beer bars and restaurants as a way to stay in the country long-term. Most lose money. If a business was profitable for the previous owner, ask yourself seriously why they're selling it.
The Private Limited Company structure
Most foreigners who go the ownership route set up a Private Limited Company (PLC). Here's what that actually requires:
Minimum three shareholders. All don't need to be Thai, but if you want to avoid restrictions under the Foreign Business Act, more than 50% of shares need to be Thai-owned. This affects your ability to buy property and operate in certain sectors.
Capital requirement for work permits. You need 2,000,000 THB (roughly $56,000 USD) of paid-up capital per foreign work permit. For every 1 million THB of capital, the registration fee is 5,000 THB.
Minimum four Thai employees. The company needs at least four actual, legitimate Thai employees for the foreign owner to qualify for a work permit.
Articles of incorporation and an inaugural meeting. Required by Thai corporate law. You need a Thai lawyer for this.
Tax registration within 30 days. Register for corporate tax within 30 days of founding. You need a tax number, must do accounting under Thai law, withhold income tax from employee salaries, and submit an annual balance sheet.
Get a qualified lawyer and accountant. Not optional. Thai corporate law, tax law, and the Foreign Business Act interact in ways that create serious problems without professional guidance.
The shell company warning
Setting up a Thai company purely to circumvent restrictions — to get a long-term visa, to buy property as a foreigner, or to sidestep the Foreign Business Act — is illegal and actively enforced. Thai authorities know what these arrangements look like. The penalties are serious.
Su su!
(keep fighting!)
–Tim