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MIRR ASIA · Thailand LLC, Representative Office & Branch
Thailand Company Formation & Market Entry Guide
Mirr Asia provides the services necessary for Thailand company (LLC) formation under the Foreign Business Act, plus Representative Office and Branch establishment — including requirements, required documents, procedures, government/service costs, and work-permit rules for foreign investors.
Overview · 01
Overview
Foreign companies established or operating in Thailand are subject to different regulations under the Foreign Business Act (the Act). Under Thai law, a foreign company is defined as a company with at least 49% foreign ownership.
If the type of business you wish to operate falls under the categories specified in the law (which includes virtually all common business activities), you will be restricted from operating at all or will need to apply for a Foreign Business License (FBL) before you can start operating and obtain a business or industry-specific license.
A common way to avoid the foreign business license requirement is to incorporate as a Thai-owned company. This means that a Thai person or entity holds at least 51% of the shares. Despite this practice, applications from companies with 49% foreign ownership will be subject to additional scrutiny as to whether the Thai shareholders are nominee shareholders, and Thai shareholders will be required to submit evidence of how they obtained the funds used to invest in the company — typically a letter of proof of funds from the bank where the shareholder's account was opened.
Where possible, it is advisable to select a Thai shareholder who has the ability and intention to hold 51% of the company's shares, as different rules apply to foreign majority-owned structures. Such structures may present additional obstacles to obtaining the necessary permits to operate certain businesses.
Requirements · 02
Requirements for Incorporation
- 1. At least two natural persons are required as promoters (initial shareholders), and two shareholders are required at all times during the operation of the company.
- 2. A copy of the office and house registration number (TABAN) and a letter of consent from the landlord registered in Thailand.
- 3. For non-restricted foreign companies, the minimum registered capital is 2 million baht, and for companies restricted under the Foreign Business Act, the minimum registered capital is 3 million baht. Companies owned by Thais are not subject to these requirements. (However, they must meet the financial requirements to support work permits for foreigners.)
- 3. Submit the articles of incorporation with the application.
- 4. Convening a statutory meeting.
- 5. If the Thai shareholder is a foreign shareholder, a certificate from the bank certifying the adequacy of the funds in the Thai shareholder's personal bank account.
- 6. All shareholders/initial promoters and directors must sign a part of the application documents in Thailand.
- 7. The incorporation process includes registering with the Department of Business Development (DBD) of the Ministry of Commerce and Industry, and the company must register and obtain a VAT certificate to meet the requirements of the National Tax Service. The company must also register with the Social Security Office for its employees.
Estimated time required (incorporation): 4-7 weeks after obtaining all documents.
Documents · 03
Requirements and Documents to be Prepared for Incorporation
- 1. Passport copyA copy of the shareholder/director's passport.
- 2. Passport verificationOriginal verification of the shareholder/director's passport.
- 3. Proof of address (two documents, within 3 months)Two types of recent (within 3 months) English-language proof of address for shareholders/directors (addresses must be the same).
- 4. Application formsFill out the application for incorporation and application for registration of members.
Costs · 04
Incorporation Costs
Costs
| Item | Amount |
|---|---|
| 1. Incorporation fee | USD2,500 |
| 2. VAT registration | USD550 |
| 3. Transportation costs (4 trips) | USD80 |
| 4. Government fees | USD300 |
| Total cost | USD3,430 |
(Including incorporation costs, government fees, and VAT)
- Incorporation fee includes:
- Consultation on incorporation
- Production of two company stamps/corporate seals
- Company registration certificate and corporate establishment documents
- Translation from Thai to English of all corporate establishment documents issued by the registry office
- Preparation of one shareholder/board resolution for opening a bank account
- VAT registration includes:
- Preparation of documents for VAT registration with the tax authorities
- Submit a VAT registration application and issue a tax ID
Government fees (USD300) breakdown
| Component | Amount (THB) |
|---|---|
| Company registration fee | 6,200 baht |
| Stamp duty | 2,500 baht |
| Document fee | 2,000 baht |
See the Quick Quote tab above for a live calculator covering the Representative Office / Branch route, plus this LLC cost reference.
RO & Branch · 05
Representative Office vs Branch — Mandatory Local (Thai) Requirements
Requirements · Required documents · Process · Costs (Government/Service) · Timeline — as of 2025-09-11
Representative Office (RO)
- No Thai shareholder/director requirement (an extension of the foreign head office).
- A responsible person in Thailand (Head/Manager) is mandatory. A foreign national is possible (however, a Non-B visa + work permit is required).
- For foreign hires, the RO/Branch special rule may allow work permits on a 1 Thai : 1 foreigner basis (distinct from the general limited company 4:1 rule).
Branch
- No Thai shareholder/director requirement (a domestic place of business of the head office).
- A Branch Manager is mandatory. A foreign national is possible (Non-B + work permit, Thai residence).
- The same RO/Branch special 1:1 ratio applies.
Avoid confusion with the general rule for limited companies (LLCs): 4 Thais : 1 foreigner / 2M THB capital per foreigner. For RO and Branch, a relaxed special rule of 1:1 applies.
RO & Branch · 06
Representative Office vs Branch — Key Comparison
| Category | Representative Office (RO) | Branch |
|---|---|---|
| Legal nature | Non-profit support unit of the head office (no sales, invoicing, or revenue generation). Market research, quality control, promotion, etc. are allowed. | Domestic place of business of the head office (revenue generation permitted). Conducts commercial activities such as contracts, invoices, and collections. |
| Approval/registration | Filing/registration with the Ministry of Commerce (DBD) (certificate of foreign business) — typically 2-4 weeks. | Foreign Business License (FBL) required — includes committee review and interview; 60 days to 4-6 months. |
| Minimum capital / funding | Typically 2,000,000 THB or more, funded in stages (3 months · 1 year · then annually). | Restricted business sectors typically 3,000,000 THB or more (after approval: 25% within 3 months · 50% within 1 year · remaining in installments). |
| Local responsible person | Head/Manager required (no Thai nationality requirement). Visa/work permit required if the person is a foreign national. | Branch Manager required (no Thai nationality requirement). Visa/work permit required if the person is a foreign national. |
| Tax / VAT | No sales in principle. Maintain tax ID issuance, nil filings, and audit. (VAT voluntary registration if needed) | Corporate income tax (standard 20%) and VAT (mandatory registration if annual revenue exceeds 1.8M THB) apply. |
| Government fees (example) | Application: 2,000 THB + upon approval 0.5% of head office capital (minimum 20,000 ~ maximum 250,000 THB). | FBL fee depends on capital/sector (assumed here as a 0.5% structure, adjusted within the applicable range). |
| Best-fit scenario | Non-commercial purposes such as market exploration, quality control, sourcing, vendor audits. | Commercial purposes such as actual business activity, revenue generation, contract execution, invoice issuance. |
RO & Branch · 07
Representative Office / Branch — Government & Service Costs
Government cost formula (default inputs)
| Item | Default value |
|---|---|
| Application Fee | 2,000 THB |
| Approval Fee Rate | 0.5% |
| Minimum Approval Fee | 20,000 THB |
| Maximum Approval Fee | 250,000 THB |
Defaults: RO application 2,000 THB; approval 0.5% (min 20k/max 250k). For Branch, due to the nature of FBL, there is variability, so we calculate using the same structure initially and adjust based on the actual approval letter.
Service fees (optional items)
| Item | Amount |
|---|---|
| Registration Handling (estimate) | 70,000 THB |
| Translation / Notary / Consular Legalization (estimate) | 30,000 THB |
| Monthly Bookkeeping & Tax | 5,000 THB / month |
| Office Lease | 20,000 THB / month |
| Visa/Work Permit Package (1 person) | 35,000 THB |
VAT 7% may optionally be applied to Thailand-local service fees.
Interactive cost calculator
Use the Quick Quote tab above to select RO or Branch, enter your head-office paid-in capital, and compute the government + service cost totals live, including THB-to-USD conversion at an adjustable exchange rate.
RO & Branch · 08
Next Steps
- 1Confirm structure (RO vs Branch)
- 2Document package (resolutions · appointment letters · notarization · consular legalization)
- 3Prepare for DBD filing / FBL interview
- 4Tax & labor onboarding
- 5(if needed) Work permits (special 1:1 rule)
Execution will be carried out in collaboration with a local law firm.
Next Steps · 09
Get in Touch
Free consultation
If you need detailed scoping across LLC incorporation, Representative Office, or Branch establishment, please contact MIRR ASIA for a free consultation.
Contact a MIRR ASIA representative
Reference · 10
Reference
Thailand company formation (MIRR ASIA)
Official Thai government resources
* Sections 05-08 (Representative Office vs Branch) are transcribed from a standalone Mirr Asia market-entry document dated 2025-09-11, which has no public URL. Before commencing work, reconfirm the latest DBD/FBL fee schedule and rules. Service items and pricing may change depending on the client's business model and scope of services.