How to Register a Company in Thailand with a BOI Promotion: A Step-by-Step Guide

If you’re setting up in Thailand with a BOI promotion, the promotion is only half the job. You still have to register an actual company, and the order you do it in matters. This guide walks through exactly how to register the company around a BOI promotion.

A “BOI company” isn’t a separate legal form. It’s an ordinary Thai limited company that also holds a promotion certificate from the Thailand Board of Investment.

In this article, we’ll show you the different ways you can register a company in Thailand with a BOI promotion, so you get a clear idea of how it works.

First, Decide How You’ll Own It

Under the Foreign Business Act, a company counts as foreign the moment non-Thais hold half or more of its shares, and a foreign company is barred or restricted from a long list of activities.

That single rule is why the ownership question comes before the registration question. You’ve got four routes:

• 49% foreign / 51% Thai. The simplest setup, no BOI needed, but you’re the minority shareholder and you need a Thai partner you trust. (Using a Thai to hold shares on your behalf is a nominee arrangement, which is illegal: see our nominee shareholding guide.)
• BOI promotion. Up to 100% foreign ownership for an eligible activity, plus tax and work-permit perks. This is the route most people come to us for, and the one we cover step by step below.
• US Treaty of Amity. Up to 100% foreign ownership for US citizens and US-majority companies in most sectors, with no activity list to qualify against. No tax incentives, though.
• Foreign Business License. The fallback when none of the above fit. It’s a heavier approval, granted case by case, and it doesn’t come with BOI’s incentives.

We compare these in detail in our 100% foreign ownership guide. Once you’ve settled on a route, the DBD registration steps below are the same for all of them.

One thing worth being clear on: BOI promotion doesn’t hand every applicant a flat 100%. For activities on List One of the Foreign Business Act, Thai nationals still have to hold at least 51%. For most other activities there’s no BOI-imposed equity cap, but the Board can set one for a specific activity if it decides to. So treat 100% as the likely outcome for eligible activities, not an automatic guarantee.

The Company Registration Itself

The Department of Business Development (DBD) runs company registration through its e-Registration system in three phases.

1. Reserve the company name. Submit the proposed name online through the DBD e-Registration system and wait for approval. Nothing else moves until the name clears.
2. File the memorandum and hold the statutory meeting. At least two promoters sign a Memorandum of Association, each taking at least one share worth a minimum of THB5. You have 30 days from name approval to file it. You then hold a statutory meeting to adopt the company’s regulations, appoint the directors, and have the directors call for payment of at least 25% of each share’s value.
3. Submit the registration. Directors file the registration with the DBD within three months of the statutory meeting. Once it’s accepted, the company legally exists: you can open a bank account, sign contracts, and hire staff.

Good to know: both deadlines are hard resets. Let the 30-day window on the memorandum lapse, or file more than three months after the statutory meeting, and you’re back to reserving a name. You only need two promoters now, not three; that dropped in early 2023.

How Much Capital You Need

Thailand doesn’t set a blanket minimum capital for an ordinary Thai limited company. What decides your number is what the company plans to do and who owns it.

• Foreign ownership of half or more: at least THB2,000,000 under the Foreign Business Act, rising to THB3,000,000 for each restricted activity that also needs a Foreign Business License.
• Sponsoring a work permit: at least THB2,000,000 in paid-up capital for each foreigner you sponsor, unless you’re BOI-promoted (BOI companies bring in staff through the BOI system instead of the usual capital-and-ratio test).
• BOI’s own minimum: at least THB1,000,000 per promoted project, excluding land and working capital, unless a higher figure is set for your activity. This is separate from the Foreign Business Act figures above, so a BOI company usually has to satisfy both.

Paid-up capital is what’s actually paid in, not the figure written into the memorandum. Directors only have to call for 25% of each share’s value at the statutory meeting, so if you’re sponsoring work permits you’ll usually need to call in more than that minimum to reach the full amount in practice.

How to Set Up a Company with the BOI

There are mainly three routes you can take to set up a company with a Board of Investment promotion.

Registering a 100% Foreign Company Through BOI

With BOI, you usually don’t incorporate first. You get the promotion approved first, then register the company. The reason is ownership. It’s the BOI approval that lets you register a company with majority or 100% foreign shareholding for a restricted activity, so it makes sense to have that approval in hand before you form the company.

This is the most common path for most people. The main drawback is that the whole process can take 6 to 9 months before your BOI promotion comes through, and some people don’t want to wait that long.

The full sequence looks like this:

1. Confirm your activity qualifies. BOI promotes a specific list of activities, and your whole application hangs on matching one. We walk through this in the BOI application process guide.
2. Submit the BOI application. You file online through BOI’s e-Investment system. You don’t need a registered company to do this: you can apply as the founder before the company exists.
3. Wait for the review. BOI takes 40, 60, or 90 working days depending on the size of your investment, then sends an approval notification.
4. Accept the promotion. You confirm acceptance within one month of the notification. If you need more time you can extend it, one month at a time, up to three times.
5. Now incorporate the company. This is where you run the three DBD phases above and register the Thai limited company with your intended foreign shareholding. Your capital should come in from overseas, because you’ll have to prove that at the next step.
6. Apply for your promotion certificate. You have six months from acceptance to do this. The paperwork includes your company certificate, a shareholder list showing each holder’s nationality, and proof of the overseas fund transfer (a bank credit advice). BOI issues the certificate within about 10 working days of receiving a complete file.
7. Get your Foreign Business Certificate. With the promotion certificate granted, the company applies to the DBD for a Foreign Business Certificate covering the promoted activity. That’s your formal proof that a foreign-owned company is allowed to run it.

Watch the six-month clock: it runs from the date you accept the promotion, not from approval. Incorporating the company, moving your capital in, and gathering the certificate paperwork all have to happen inside that window, so start the company registration as soon as you’ve accepted.

Adding BOI to a Company You Already Own

You don’t have to start from scratch. If you already run a Thai company, maybe a 49/51 setup, you can apply for a BOI promotion on a qualifying activity and change the ownership afterward.

The steps:

1. Apply for promotion as the existing company. Same e-Investment application, same review timeline, but your company is the applicant rather than a founder-to-be.
2. Once the certificate is granted, increase the foreign shareholding. You amend the company’s shareholding structure with the DBD to bring in more foreign ownership for the promoted activity. As with a new company, you’ll need to show the extra capital came in from overseas.
3. Get the Foreign Business Certificate for the promoted activity, the same as a newly formed BOI company.

The exemption is activity-specific: the foreign-ownership relief attaches to the promoted activity, not to your whole business. If the company also does something outside the promotion, that side still lives under the ordinary Foreign Business Act rules. In other words, any part of the business that falls outside the eligible activities can’t claim BOI incentives.

The US Treaty of Amity Route

If you’re American, you have an option that has nothing to do with BOI.

The US Treaty of Amity lets US citizens and majority US-owned companies hold up to 100% of a Thai company in most sectors, without qualifying against an activity list. The trade-off is that it’s purely an ownership route: no tax holidays, no import-duty relief, none of the BOI perks. The steps run in a different order from the BOI route:

1. Register the company first. You incorporate the Thai limited company through the usual DBD phases, with US shareholders holding the majority.
2. Get certified by the US Commercial Service. You submit corporate and personal documents to the US Commercial Service at the US Embassy in Bangkok, which certifies to the Thai authorities that the company is genuinely American-owned and -managed.
3. Apply to the DBD for a Foreign Business Certificate. With the embassy certification, the DBD issues the certificate that confirms your Treaty of Amity rights.

The Treaty doesn’t cover everything. It excludes communications, transport, fiduciary functions, banking that takes deposits, land ownership, the exploitation of natural resources, and domestic trade in indigenous agricultural products. And where the activity would otherwise need a Foreign Business License, expect the THB3,000,000 minimum capital to apply.

For an American weighing this against BOI, the question is usually simple:

• if you want the tax incentives, BOI wins
• if you just want clean US ownership without qualifying activities, Amity is faster.

And once you’ve registered your company under the US Treaty of Amity, you can still add a BOI promotion later, the same way you would with an existing company.

After You Register

Registering at the DBD is the start of the paperwork, not the end of it. Once you’re registered and plan to trade, hire, or invoice, you’ll also need to:

• Register for VAT if your activity is liable with an annual turnover of over THB1,800,000. The standard rate is 7%.
• Register for social security, so your employees are covered from their first month of work.

If you’re BOI-promoted, there’s one more ongoing duty: you report your project’s progress to BOI on a set schedule, and slipping on it can suspend your privileges. We cover that in our BOI compliance and reporting guide.

How Long It Actually Takes

The company registration itself isn’t slow. Ask anyone who’s been through it: a straightforward company, clean structure, no restricted activity, can be registered in a couple of weeks. If you hire a law firm to do it for you, it can take just a couple of days once you’ve handed over all the necessary documents.

On the BOI route, it’s much longer, since you’re waiting on BOI before you incorporate, not the other way around. In general, it takes around 6 to 9 months to get the BOI promotion. You can read our BOI application process guide to find out more.