Thai Limited Company guide: how to form it, get approved & legally hold property

The short answer.

A Thai Limited Company is a normal local business. If it genuinely operates a lawful business and is majority-owned by real Thai shareholders (≥51%), it can own land, a villa/house or commercial property. It must NOT be a shell created only to hold a foreigner's home, and it must NOT use nominee shareholders — that's illegal and increasingly enforced (Thai shareholders may now have to prove the money behind their shares). For a simple home, a condo or registered lease is usually the better route.

What a Thai Limited Company is

A private limited company (the most common Thai business vehicle) has shareholders whose liability is limited to their unpaid shares, at least one director, registered capital divided into shares, and a registered office in Thailand. It files annual audited accounts and tax returns. Foreigners commonly use one to run a real business in Thailand — and, when that business is genuine, to hold the land or premises the business needs.

How to form & register it — step by step

Engage an independent Thai lawyer & accountant. Before forming anything, get advice from professionals who are independent of any seller or developer. They confirm whether a company is the right tool, the lawful structure, and the genuine business it will run.
Reserve the company name. Submit up to three name choices in order of preference through the DBD (now handled online via DBD Biz Regist). Names must be unique and follow naming rules.
Prepare the Memorandum of Association (MOA). The MOA sets out the approved name, the province, the business objectives, the registered capital and shares, and the promoter and witness details. Define real, lawful business objectives.
Line up shareholders & promoters. A private limited company needs at least two shareholders (a recent reform — older guidance said three; confirm the current minimum). For a company that will hold land, Thai nationals must own at least 51% and form a majority of the shareholders, and they must be genuine investors.
Hold the statutory meeting. Adopt the Articles of Association, appoint the director(s) and auditor, and approve share allotment. Shares are subscribed and the required portion paid up.
Register the company with the DBD. File for incorporation; on approval you receive the company registration certificate, affidavit and shareholder list. Registration is moving fully online (DBD Biz Regist).
Get a Tax ID & register for VAT if applicable. Obtain the corporate tax ID from the Revenue Department. VAT registration is required once annual turnover exceeds the threshold (commonly cited at 1.8M THB) or if you need it to employ foreign staff — confirm current rules.
Open a corporate bank account. Operate the company's money through a proper corporate account, separate from personal funds.
Register for Social Security & work permits (if hiring). When the company employs staff, register with Social Security. If a foreigner will work in the company, work-permit rules generally require meaningful registered capital per foreign employee and a ratio of Thai employees — confirm the current figures with your lawyer.
Set up bookkeeping from day one. Keep proper accounts; Thai companies must file monthly tax/withholding submissions and an annual audited financial statement.

Registration is moving fully online through the DBD's DBD Biz Regist platform, so much of the filing and review is now digital.

The rules that govern it

Ownership splitFor a company that will hold LAND, the Land Code generally requires Thai nationals to own at least 51% of the shares AND to form a majority of the shareholders. The foreigner typically holds up to 49%.

Genuine business, genuine shareholdersThe company must actually operate a lawful business with real activity and income, and the Thai shareholders must be real investors with their own money and genuine control — not placeholders.

Source-of-funds checks (tightening)Authorities increasingly scrutinise 49:51 structures. Thai shareholders may be asked to provide bank statements (e.g. covering ~3 months before the share payment) proving the money used for their shares is genuinely theirs. This directly targets nominee arrangements.

Foreign Business ActMany service businesses are restricted for majority-foreign companies without a Foreign Business Licence. Your company's activities must comply with the FBA for whatever business it genuinely runs.

Ongoing complianceAnnual audited accounts, corporate income tax, monthly withholding/VAT filings, maintained statutory records and director duties — for the life of the company.

How to use it to hold property

Condominium unitsYou usually do NOT need a company for a condo — foreigners can own condo units freehold within each building's 49% foreign quota. A company is the harder, costlier route and is rarely the right tool for a condo. See ownership rules.

A villa or house + the landThis is the classic case people ask about. Land can be held by a genuine Thai-majority operating company; the house/structure can also be owned or leased. It only works lawfully if the company is a real business with real Thai shareholders — never a nominee shell to hold one villa.

Commercial & investment propertyA legitimate operating company (e.g. a real rental, hospitality, retail or trading business) can own commercial premises or land used for that business. The property serves the business, not the other way around.

In every case the principle is the same: the company must be a real business and the property serves a genuine purpose. At the Land Office, expect questions about the company and its Thai shareholders, and be ready to evidence the source of the Thai shareholders' funds.

Why nominees are illegal (read this)

A nominee is a Thai listed as a shareholder on a foreigner's behalf without genuine money or control, used to fake majority-Thai ownership. Using nominees to hold land breaches the Foreign Business Act and the Land Code — with criminal liability for everyone involved, fines, and forced sale of the land. Enforcement is tightening, which is exactly why source-of-funds bank statements are now requested. BAANLYY does not facilitate, arrange or recommend nominee structures.

Documents, costs & timeline

Typical documents include passports/IDs of shareholders and directors, the MOA and Articles of Association, the registered-office address proof, shareholder details and, increasingly, Thai shareholders' bank statements. Incorporation can be completed in a matter of days once everything is ready; tax/VAT, banking and accounting setup add time. Costs vary by lawyer, accountant, registered capital and the company's activity, plus recurring annual accounting and audit — get a written quote and budget for the ongoing burden, not just setup.

Safer alternatives to weigh first

Condominium freehold — own a unit outright within the 49% foreign quota; the simplest, safest route. See foreign ownership rules.
Registered long-term lease — commonly a 30-year registered lease of land/house.
Thai spouse ownership — possible with legal caveats and declarations.
BOI / qualifying investment — narrow routes; see the Board of Investment.

Official sources

Frequently asked

How many shareholders does a Thai company need?A private limited company now needs at least two shareholders (reduced from three in a recent reform — confirm the current minimum). For a company intended to hold land, Thai nationals must own at least 51% and form a majority of the shareholders, and they must be genuine investors.

Can the company really buy land, a villa or commercial property?Yes — but only if it is a genuine operating Thai-majority company with a lawful business purpose and real Thai shareholders. It can then own land, a house/villa or commercial premises. It cannot be a shell whose only function is to hold a foreigner's home; that's an illegal circumvention.

What's the source-of-funds / bank-statement requirement?To curb nominees, authorities increasingly require the Thai shareholders in a 49:51 company to evidence that the money paying for their shares is genuinely theirs — for example bank statements covering roughly three months before the payment. Expect this kind of scrutiny, especially when the company buys land.

How long does formation take and what does it cost?Incorporation itself can be quick once names, shareholders and documents are in order; the full setup (tax/VAT, bank account, accounting) takes longer. Fees vary widely by lawyer, accountant, capital and activity — get a written quote rather than relying on a fixed number, and budget for ongoing annual accounting and audit.

Why are nominee shareholders illegal?Using Thai nominees who hold shares on a foreigner's behalf without genuine interest or control breaches the Foreign Business Act and Land Code. Penalties include criminal liability, fines and forced sale of the land. BAANLYY does not facilitate nominee arrangements.

Keep going

Can foreigners buy? — ownership rules Investor tools Villas Land & title deeds Find a property lawyer Tax & accounting

General educational information only — not legal, tax or investment advice, and not a substitute for a licensed Thai lawyer and accountant. Company, tax and land-ownership rules (including minimum shareholders, capital, VAT thresholds, work-permit ratios and source-of-funds checks) change and depend on your situation; confirm current requirements with the DBD, Revenue Department, Land Department and qualified professionals before acting. BAANLYY does not facilitate nominee shareholder arrangements or any structure intended to circumvent Thai land-ownership law.

The Thai Limited Company guide — form it, get approved, use it right.