如何真正在泰国创业：12步指南

在一个新国家创业令人望而生畏，泰国也不例外。这里的商机真实存在，从普吉岛的旅游业和酒店业，到全国各地的贸易、服务和制造业，但有关外资所有权的规则非常严格，违规的惩罚也很严重。更糟糕的是，许多在网上流传（并由“在这里住了多年的”外派人员自信分享）的建议已经过时或根本错误。这份12步指南将带你了解如何在2026年以正确的方式在泰国创业，从《外商企业法》到签证、税务以及你必须避开的代持股东陷阱。

重要提示： 这是通用信息，而非法律或财务建议。泰国商业法复杂且多变，且执法力度在2026年显著收紧。在设立任何机构之前，务必聘请有执照的泰国律师和合格的会计师。以下数据为2026年的近似指导价，政府规费另计。

Step 1: Understand the Foreign Business Act

1999年的《外商企业法》（FBA）规范了非泰国人在当地可以从事和不可以从事的商业活动，因此这是首先需要了解的内容。当非泰国国籍者持有公司 50%或以上 的股份时，泰国法律将该公司视为“外资”公司，并且外资所有权通常上限为 49%，除非你符合第四步中的某种特殊途径。

该法将受限制的活动分为 三类清单：

• 清单1（完全禁止）： 任何执照都无法改变这一点。它包括报纸和广播、农业和园艺、畜牧业、林业、泰国水域捕鱼、提取泰国草药、交易泰国古董、制作佛像以及土地交易。
• List 2 (national security, culture or natural resources): foreign participation is possible only with Cabinet approval plus a Foreign Business Licence.
• List 3 (sectors Thai businesses are "not ready" to compete in): the broadest list, covering most services, including accounting, engineering, construction, advertising and much retail and wholesale. Foreigners can operate these with a Foreign Business Licence (FBL).

Get it wrong and the penalties are severe: under Sections 36 and 37, up to three years in prison and a fine of THB 100,000 to 1 million, plus forced dissolution of the company. This is not theoretical in 2026: the Department of Business Development began a major crackdown under DBD Order No. 1/2569 (effective 1 April 2026), with far tighter scrutiny of foreign-linked companies (see Step 3).

Step 2: Choose your business structure

Foreigners typically operate through one of these:

• Partnerships. An ordinary partnership (all partners share unlimited liability) needs no registration; a limited partnership (at least one partner with unlimited liability, others limited) must be registered.
• Representative Office. Non-revenue only. It can research the market, source goods, check quality and report back to a head office abroad, but it cannot earn income.
• Regional Office. Coordinates and services a company's branches across the region, again without generating revenue, and all costs are borne by the overseas head office.
• Branch Office. Unlike the above, a branch can earn income in Thailand, but it may need an FBL and its liabilities can extend back to the head office.
• Limited Company. By far the most common vehicle for a real operating business. A private limited company (Ltd) needs a Memorandum of Association and Articles of Association. A public limited company (Plc) is far more demanding (at least 15 promoters, a board of five or more with a Thai majority) and is rarely what a new business needs.

For most foreign entrepreneurs, including those setting up in Phuket, a private limited company is the right structure.

Step 3: Sort out ownership, and avoid the nominee trap

By default a Thai limited company must be at least 51% Thai-owned, with foreigners holding 49% or less. Foreigners can still control day-to-day operations as directors, and companies can be structured with different share classes and voting rights, which is exactly the kind of thing a good lawyer sets up properly.

What you must not do is use nominee shareholders: Thai nationals who hold shares on a foreigner's behalf with no genuine investment or interest in the business. This is illegal under the FBA (Sections 36 and 37) for both the nominee and the foreigner, and 2026 is the wrong year to try it. The DBD's crackdown now checks Thai shareholders' source of funds (including three months of bank statements), cross-references beneficial-ownership data, and applies "actual control" tests that look past who is named on paper. The same warning applies to the old trick of using a Thai-majority company plus a power of attorney to hold land. If you want genuine majority or full control, do it legally through Step 4, not through nominees.

Step 4: Know the routes to majority or 100% foreign ownership

There are three legitimate ways a foreigner can own more than 49%, potentially up to 100%:

• Foreign Business Licence (FBL). Effectively a licence for the company to operate a restricted (usually List 3) activity. It allows higher or full foreign ownership but comes with scrutiny and conditions.
• BOI promotion. The Board of Investment promotes activities that benefit the Thai economy. BOI-promoted companies can be 100% foreign-owned and enjoy major perks: corporate tax holidays of 3 to 13 years, import-duty exemptions, easier work permits, and relaxed land rules. It is the gold-standard route if your business qualifies.
• US Treaty of Amity (US nationals only). Lets American citizens or US-majority companies own up to 100% of a Thai business in most sectors without an FBL, with a few exclusions such as land and natural resources.

Step 5: Register your company

Company registration goes through the Department of Business Development (DBD). As of 2026 the process is fully digital via the DBD's new online BizRegist system. In outline: reserve your company name, file the Memorandum and Articles of Association, hold a statutory meeting, register the company, and register for tax and VAT. Straightforward registrations can complete in around a week, plus government fees scaled to your registered capital.

Step 6: Meet the capital requirements

The headline numbers to plan around:

• THB 1 million: the practical minimum registered capital for a Thai limited company.
• THB 2 million: the paid-up capital needed per foreign work permit you want to sponsor.
• THB 3 million: the minimum capital per business activity that requires an FBL.

You do not always have to show the full amount in cash up front for a Thai-majority company, but the work-permit and FBL thresholds are real, and BOI companies follow their own rules.

Step 7: Get your visa and work permit

To work in your own company you need a Non-Immigrant "B" visa plus a work permit. The usual path: obtain the initial Non-B visa from a Thai embassy or consulate (often valid for 90 days), enter Thailand, apply for the work permit, then extend the visa to 12 months. See our Non-B visa and work permit guide for the detail.

A crucial rule the old guides miss: to sponsor a work permit, an ordinary company must have THB 2 million paid-up capital and four full-time Thai employees (on social security) per foreign work permit (the 1:4 ratio). BOI-promoted companies are exempt from this. Higher earners may also qualify for the Long-Term Resident (LTR) visa; note that the Destination Thailand Visa (DTV) is aimed at remote workers and freelancers, not at running a Thai company, so it is not a work-permit substitute.

Step 8: Open a corporate bank account

A Thai company needs a Thai corporate bank account. If your company is small, the bank may initially offer only a savings account rather than a current account. You will be able to make online payments and withdrawals, but you may not get a cheque book or company debit card until the business is more established.

Step 9: Understand your taxes

Budget for these from day one, and hire an accountant:

• Corporate Income Tax (CIT): the standard rate is 20% of net profit. SMEs (paid-up capital up to THB 5 million and revenue up to THB 30 million) pay a reduced scale: 0% on the first THB 300,000, 15% on THB 300,001 to 3 million, and 20% above that.
• VAT: 7%. You must register for VAT once annual revenue exceeds THB 1.8 million.
• Withholding tax: various rates apply on payments such as services, rent, interest and royalties, and you withhold and remit them.
• Personal Income Tax: you will pay this on the salary you draw from the company.

Companies file annual audited financial statements, and a company that never trades or files risks being struck off.

Step 10: Employing other foreigners

The number of foreign work permits your company can hold is driven mainly by capital and Thai headcount: THB 2 million of registered capital and four Thai employees for each foreign work permit. Plan your hiring and capital together, or use the BOI route if you need a larger foreign team without those ratios.

Step 11: Property and assets

Foreigners cannot own land in Thailand. The legitimate options for a business are to lease premises (registered leases up to 30 years are common), to buy a condominium unit (foreigners may own up to 49% of the sellable area of a condo building), or to hold land through a BOI-promoted company where permitted. Do not be tempted by the widespread "set up a Thai company to hold the land" structure: if the Thai shareholders are nominees, it is illegal, and it is squarely in the sights of the 2026 enforcement drive.

Step 12: Get proper professional help

None of the above is a substitute for a good local team. A reputable Thai law firm and a qualified accountant will structure your company correctly, keep you compliant with the tighter 2026 rules, and usually save you far more than they cost. It is the single best investment you can make when starting a business in Thailand.

Frequently asked questions

Can a foreigner own 100% of a business in Thailand?

Yes, but only through a specific route: BOI promotion, a Foreign Business Licence, or (for US nationals) the Treaty of Amity. Without one of these, foreign ownership of a Thai company is capped at 49%.

Are nominee shareholders legal in Thailand?

No. Using Thai nationals as nominee shareholders to get around the Foreign Business Act is illegal for both parties, punishable by up to three years in prison, fines of THB 100,000 to 1 million, and dissolution of the company. Enforcement was stepped up significantly in 2026.

How much money do I need to start a company in Thailand?

Plan for at least THB 1 million in registered capital, rising to THB 2 million if you need a work permit and THB 3 million per activity that requires a Foreign Business Licence, plus government fees and professional costs.

What visa do I need to run a business in Thailand?

A Non-Immigrant "B" visa together with a work permit. Higher earners may qualify for the LTR visa, and BOI companies get streamlined permits. The DTV is for remote workers, not for running a local company.

What tax will my Thai company pay?

Corporate income tax at 20% (with reduced SME rates on lower profits), 7% VAT once revenue passes THB 1.8 million, plus withholding taxes and your own personal income tax on salary.

Can I buy land for my business in Thailand?

Not as a foreigner directly. Lease the premises (up to 30 years), buy a condo unit, or use a BOI structure where allowed. Avoid Thai-company-plus-nominee arrangements to hold land, which are illegal and increasingly enforced.

Thailand rewards entrepreneurs who set up properly and punishes those who cut corners, especially now. Do your homework, get a good lawyer and accountant, and you can build something genuinely worthwhile here. Have a question or an experience to share about starting a business in Thailand? Tell us in the comments below.