What documents are needed to incorporate a Thai company?

Generally a reserved name, copies of the promoters' and directors' ID cards or passports, a registered address with evidence of the right to use it, business objectives matching the real activity, and the capital structure with the shareholder list. Foreign shareholders may need additional documents depending on the activity.

Should the objectives be drafted broadly or narrowly?

They should cover what the company does now and what it plans to do in the near term. Objectives that are too narrow cause problems when opening bank accounts, applying for licences or joining tenders; objectives that are needlessly broad can attract requests for further documents.

How much of a Thai company can a foreigner own?

It depends on the business activity. Some activities restrict foreign shareholding, some require a licence, and some can be pursued through investment-promotion channels. We check the activity you will actually carry out before proposing a structure.

Do contracts have to be in Thai?

Bilingual contracts are common and acceptable. State clearly which language version prevails if the texts conflict. Where a contract must be filed with a Thai authority or used in a Thai court, a certified Thai translation is usually required.

What does a contract review focus on?

Scope of work and payment terms, warranties and liability, limitation of liability, termination events, confidentiality, intellectual-property ownership, and the governing law together with the dispute-resolution route. Those clauses decide what happens when the relationship goes wrong.

Is an annual shareholders' meeting really required?

A limited company must hold an annual general meeting within the statutory period to approve the financial statements. Not holding it, or not keeping the minutes, regularly becomes an obstacle in later financing, licensing or sale transactions.

Can a power of attorney signed abroad be used in Thailand?

Yes, once it has gone through the correct certification chain: signature certification in the country of origin, a certified Thai translation, and legalisation through the route the receiving authority requires. The order of those steps matters and is often reversed by mistake.

What does legal due diligence look at before a business purchase?

Registry records and shareholding, key contracts and transfer restrictions, the licences the business operates under, encumbrances and security, pending disputes, employment obligations, and intellectual-property ownership. The findings usually affect price and warranties in the sale agreement.

Corporate & Commercial

Company formation, registry changes, contracts and foreign-investment structures

Talk to a lawyer All practice areas

Corporate work covers incorporating a Thai entity, amending directors and objectives in the registry, drafting and reviewing commercial contracts, structuring shareholdings for foreign investors, and legal due diligence for a purchase or sale. The firm reviews registry documents and contractual risk together, because the two usually create each other's problems. Fees are quoted per matter.

Who this page is for

Founders incorporating a company and setting up the first document set correctly
Companies changing directors, address, objectives or signing authority
Foreign investors who need business-activity restrictions checked before investing
Anyone about to sign an important agreement who wants it reviewed first
Buyers or sellers of a business who need legal due diligence

What the firm actually handles

Name reservation, incorporation documents and registry filings
Amendments: directors, address, objectives, capital, signing authority
Drafting and reviewing commercial, supply, service and shareholder agreements
Foreign-investment structuring within the limits of Thai law
Legal due diligence for share or asset transactions
Corporate housekeeping: minutes, shareholder registers, annual meetings

Matters clients bring us

Setting up a Thai company for a first venture or a regional office
Adding or removing a director and updating signing authority
Reviewing a distribution or manufacturing agreement before signature
Checking whether a planned activity is restricted for foreign shareholders
Preparing a shareholders' agreement between local and foreign partners
Reviewing a target company's contracts, licences and liabilities before purchase

Documents to bring to the first meeting

Passports or ID cards of promoters, directors and shareholders
Reserved company name, or two or three name options
Registered address with evidence of the right to use the premises
Intended business activities described as they will actually be carried out
Capital structure and the shareholder list
Existing company affidavit, articles and minutes for an existing entity

If some documents are missing, send what you have. The lawyer will tell you which office issues the remaining ones and which documents need certified translation before they can be used.

How the work proceeds

1Tell the team what the business will actually do and who will hold shares
2We confirm activity restrictions and propose a workable structure
3We prepare the incorporation or amendment documents for signature
4We file with the registry and follow up until the record is updated
5We review or draft the first contracts the company needs to operate
6We hand over the document set and flag the annual obligations that follow

Pitfalls and common misunderstandings

Objectives that are too narrow block later steps

Registered objectives should cover what the company actually does and what it plans to do soon. Too narrow, and banks, licensing authorities or tender processes ask for amendments first.

Nominee shareholding is a legal risk, not a shortcut

Holding shares through a Thai nominee to work around foreign-ownership limits creates risk for the company and the shareholders. We do not advise that route and instead look for a structure that is lawful for your activity.

Missing minutes surface years later

Annual meetings, resolutions and share transfers all need records. Their absence usually becomes visible at the worst moment: financing, a licence application or the sale of the business.

Ways to do business in Thailand

The form you choose affects registration documents, accounting obligations and how easily you can bring investors in later. This table compares the three most common options.

Point	Sole proprietor	Registered partnership	Limited company
Owner's liability	Unlimited, against personal assets	Depends on partner type; both limited and unlimited exist	Shareholders are liable up to the unpaid amount on their shares
Formation documents	Fewest	Partnership agreement and registration application	Affidavit, articles, shareholder register and meeting minutes
Accounting burden	Lightest	Financial statements must be prepared and filed	Audited statements and an annual general meeting each year
Bringing in investors	Difficult	Possible, but the partnership agreement must be amended	Most flexible: share transfers and capital increases
Common pitfall	Mixing personal and business bank accounts	Not defining the managing partner's authority	Registered objectives that do not match the real business, and incomplete minutes

Foreign investors have additional considerations regarding activity type and shareholding ratios. Check these before filing, not after.

Hand the whole matter to the firm

The firm can run the whole set-up: name reservation, incorporation documents, registry filing, the first contract templates the company needs, and coordination with accounting and licensing. That keeps the registry record, the contracts and the books consistent with each other.

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