The core answer
A Thai company formation that involves an overseas corporate service provider goes well when one question is settled first: who is responsible for each step, before and after registration. Registration itself is the short part. Structure checks before it and the handover after it are where things go wrong.
The rule (Foreign Business Act). Under the Foreign Business Act B.E. 2542 a company in which foreigners hold half or more of the shares is treated as a foreigner and cannot carry on restricted businesses without a licence or another lawful basis. Thai nationals who hold shares on behalf of a foreigner to get around the Act commit an offence, and so does the foreigner. After registration the company has recurring duties under the Civil and Commercial Code, the Accounting Act, the Revenue Code, the Social Security Act and the Labour Protection Act.
Our practical view. Let the corporate service provider own the client relationship and document collection. Let Thai counsel own the structure check and Thai filings. Agree in writing, before registration, who owns each obligation after it.
For the founder's view of filing from abroad, see registering a Thai company from abroad. This guide covers the division of work between firms.
1. Who checks the shareholder structure?
Thai counsel should, on the complete picture. That means more than the share register.
What Thai counsel needs from the corporate service provider:
- the proposed shareholders, their nationality and percentage
- where Thai shareholders' money for the shares comes from
- who will be directors and who will hold signing authority
- what the company will actually do, in plain words, including future plans
- whether the client expects BOI promotion, a Foreign Business licence, or treaty protection
- any shareholders' agreement or side arrangement on control or profits
Why the funding and control questions matter: if Thai shareholders hold shares for a foreigner, the structure is unlawful even if the percentages look right on paper. Thai counsel will ask, and will decline a structure that relies on nominees.
The outcome of this step is a short written note: is the business restricted for a foreign company, and if so, which lawful route applies. The client should see it before paying for registration.
2. Who prepares which documents?
| Document or task | Corporate service provider | Thai counsel |
|---|---|---|
| Client onboarding and KYC | Collects | States the form required |
| Passports and corporate documents of foreign shareholders | Collects, arranges notarisation and legalisation | Specifies which and in what form |
| Company name reservation | Provides options | Files |
| Memorandum, articles, registration forms | Reviews with client | Drafts and files |
| Share subscription and capital evidence | Coordinates with client | Advises on what is filed |
| Powers of attorney for filing | Arranges signature | Drafts |
| Thai translations | Coordinates | Arranges or checks |
| Business-specific licences | Informs client | Advises on which apply and files |
Agree the document list once, with the required form of each item, before the client signs anything. A document signed abroad in the wrong form usually has to be signed again.
3. What happens at the handover?
On registration the company exists, but it is not yet ready to operate. Use a handover list that names an owner for every recurring obligation.
| Obligation | Where it comes from | Usual owner | Hand-over note |
|---|---|---|---|
| Accounting records and an accountant | Accounting Act | Accountant | Appoint from day one |
| Annual audit by a licensed auditor | Civil and Commercial Code | Auditor appointed by shareholders | Appoint at the first general meeting |
| Corporate income tax returns | Revenue Code | Accountant | Annual return due within 150 days of year end |
| VAT registration where required | Revenue Code | Accountant | Check before trading starts |
| Social security registration of staff | Social Security Act | Accountant or HR | Within 30 days of staff becoming insured |
| Work rules | Labour Protection Act | Thai counsel or HR | Required once headcount reaches the legal threshold |
| Work permits and visas | Foreign worker and immigration law | Immigration specialist or Thai counsel | Before foreign staff start work |
| First general meeting | Civil and Commercial Code | Thai counsel or company secretary | Within six months of registration |
| Annual financial statements filing | Accounting Act | Accountant | After approval by shareholders |
| Share register and minutes | Civil and Commercial Code | Company secretary | Keep at the registered office |
| Changes: directors, address, capital | Civil and Commercial Code | Thai counsel or company secretary | File within the period set for each change |
The handover is complete only when every row has a named person and a date.
4. What are the common gaps after registration?
- No one owns the first general meeting. It falls between the registration team and the accountant. Name an owner at handover.
- The auditor is appointed late. Accounts cannot be approved without an audit. Appoint early.
- Foreign staff start before their permits. Working without a permit exposes both the worker and the company. Coordinate start dates with the permit timetable.
- Work rules forgotten as the team grows. The requirement starts at a headcount threshold, not at registration. Put a trigger in the HR calendar.
- Bank account and tax registration delayed. Banks often want to meet directors and see more documents. Start early and tell the client the bank may ask to meet in person.
5. How should the corporate service provider and Thai counsel communicate?
Agree one coordinator on each side. Use one shared checklist with owner, status and date. Report weekly during formation and monthly after handover if Thai counsel stays involved.
If Thai counsel's view differs from the client's plan, for example on whether a business is restricted, the corporate service provider should hear it at the same time as the client, in writing. Do not soften a legal limit to keep a project moving. It costs more later.
Thai counsel advises on Thai law only. Questions about the client's home-country tax, reporting or corporate rules stay with the corporate service provider or advisers in that country.
6. What should the engagement say?
Before work starts, agree in writing:
- Who the client is for Thai counsel: the corporate service provider or the end client.
- Scope: structure check, registration, specific licences, handover pack.
- What is excluded: for example ongoing accounting, bank account opening, work permits, BOI applications, unless added.
- Who pays official fees and disbursements.
- How changes to scope are approved.
- Whether Thai counsel continues after registration, and on what basis.
This guide gives no fee figures. A formation's cost depends on the structure, the licences and the handover work involved.
7. Checklist
- Send Thai counsel the full shareholding, funding and control picture.
- Get a written note on whether the business is restricted, before registration.
- Agree the document list and the required form of each item.
- Assign each formation task in a responsibility table.
- Prepare a handover list with an owner and date for every recurring duty.
- Appoint the accountant and plan the auditor appointment early.
- Align foreign staff start dates with permits.
- Put the first general meeting and annual filings in a calendar.
Further reading
- Registering a Thai company from abroad: what a foreign founder can do without flying in
- Coordinating Thai legal, accounting and immigration work
- Managing a Thai subsidiary from abroad without a Thai legal team
- How overseas counsel and Thai counsel share ongoing client work
Settle who checks the structure before registration and who owns every recurring duty after it, in writing, before the client signs.
We handle Thai company registration, structure checks and post-registration compliance, working with the client directly or through its corporate service provider. For an initial consultation, call +66 92 254 2045 or send us the details. See also company registration, corporate secretarial and accounting and monthly tax.
This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.
