Opening a Thai Company in Phuket: BOI vs Standard Setup 2026

Setting up a company in Thailand as a foreigner is one of those topics that sounds simple until you start digging. The questions come fast: Can I own 100% of my company? Do I need Thai shareholders? What's BOI and do I qualify? How long does it take? How much does it cost? And crucially — do I actually need to incorporate at all?

After six years of living in Phuket and talking to accountants, lawyers, and fellow expat business owners throughout that time, here's the honest answer to all of it.

The Baseline: What Does Thai Company Law Actually Say?

Thailand's Foreign Business Act (FBA) restricts foreign ownership of most Thai businesses to a maximum of 49%. In plain language: for most standard business activities, a foreigner can own no more than 49% of a Thai company, with Thai nationals holding at least 51%.

This is a genuine legal requirement — not a workaround situation. The use of Thai nominee shareholders (Thais who hold shares on paper but have no real ownership) is illegal and carries real legal risk. Any business structure built on nominees can be challenged, fined, or worse. Thai authorities have become more assertive about this over time.

The practical upshot: if you want to run a business in Thailand as a foreigner, you either:

1. Set up a standard Thai company with genuine Thai partners holding 51%+
2. Pursue BOI promotion (which allows up to 100% foreign ownership in qualifying sectors)
3. Use a licensed structure (Treaty of Amity for US citizens in certain sectors; specific licensed business types)
4. Use an employer-of-record / umbrella company arrangement (see our Iglu guide)

Option 1: Standard Thai Limited Company (Co., Ltd.)

A Thai Private Limited Company (บริษัท จำกัด, "Borisat Chamkad") is the most common structure for small businesses in Thailand. For most expat-run businesses in Phuket — from dive schools to property services to small trading companies — this is the default route when incorporating locally.

Key Features of a Standard Thai Co., Ltd.

• Minimum 3 shareholders at registration (can reduce later in some circumstances)
• Minimum 51% Thai shareholding (under the FBA for restricted activities)
• Minimum registered capital: ฿1,000,000 is common for general purposes; ฿2,000,000 required to support a foreign work permit
• Must appoint a director; foreigner can be a director with a work permit
• Annual requirements: audited accounts, BOD meetings, DBD filings, revenue department registration
• Corporate income tax: 20% on net profits (reduced rates for SMEs below ฿3M net profit)

Standard Thai Co., Ltd. Costs

The registered capital is the biggest cost for most people — and it's important to understand that this is not a fee you're paying to anyone. It's money that goes into your company's bank account as equity. You can use it for business expenses. But you do need that cash available at the point of registration.

Option 2: BOI-Promoted Company

Thailand's Board of Investment (BOI) offers significant incentives to businesses in targeted sectors — primarily manufacturing, technology, export services, R&D, and certain strategic service industries. The most valuable benefit for expats is the right to 100% foreign ownership, which bypasses the Foreign Business Act restrictions.

Who Can Get BOI Promotion?

BOI isn't a universal bypass available to everyone. It's designed to attract investment in specific areas Thailand wants to develop. As a rough guide, qualifying sectors include:

• Software development and IT services (including for export)
• Digital content creation
• E-commerce (export-focused)
• Manufacturing
• Agriculture and food processing
• Medical services and medical devices
• Tourism and hospitality (certain categories)
• Logistics and supply chain
• Biotech and life sciences

A solo freelancer, small café, retail shop, or property service company generally won't qualify for BOI. BOI is primarily for businesses with real economic substance and investment commitments.

BOI Benefits

• 100% foreign ownership (the key one for most expats)
• Corporate tax exemption: 3–8 years depending on category and location (extended benefits available in certain provinces)
• Land ownership rights (foreigners generally cannot own land in Thailand; BOI is one of the exceptions for business premises)
• Import duty exemptions on machinery and raw materials
• Simplified work permit process through the One Stop Service Centre
• Long-stay visas for BOI-sponsored employees

BOI Company Costs & Timeline

BOI vs Standard Thai Company: Side-by-Side Comparison

The Phuket Reality: What Most Expat Business Owners Actually Do

Here's the thing most legal guides don't mention: a large proportion of expats running businesses in Phuket don't set up their own Thai company at all. Instead they use one of these approaches:

1. Work Under an Employer-of-Record (EoR)

Organisations like Iglu act as the legal Thai employer for remote workers. You work for your own foreign clients, but Iglu employs you in Thailand, handles payroll, social security, and work permit. Cost: approx. ฿9,000–฿15,000/month including services. No need to set up your own company.

2. Operate Through a Foreign Company

Many remote workers simply invoice their foreign clients through a company in their home country (UK Ltd, US LLC, Australian PTY, etc.) and bring money in through Wise or direct transfer. This works but comes with tax complexity — see our Thailand expat tax guide.

3. Set Up a Thai Company with a Genuine Thai Partner

The most common local business structure. For hospitality, retail, services, and property-adjacent businesses in Phuket, most expats find a genuine Thai business partner who takes the 51%+ shareholding. This works but requires significant trust and a proper shareholders' agreement (essential — get a lawyer).

4. BOI Company for Tech/Export Businesses

For larger operations in qualifying sectors — especially tech, digital services exports, or anything with real staff and investment — BOI is worth the upfront complexity. The tax breaks alone recover the setup cost within 1–2 years at meaningful revenue levels.

Step-by-Step: Setting Up a Standard Thai Company in Phuket

1. Define your business activity. Get the DBD (Department of Business Development) activity codes that match your business. This determines whether you need BOI, FBA licensing, or standard registration.
2. Find genuine Thai shareholders. 51%+ must be Thai nationals. Document everything. Get a shareholders' agreement that protects your management rights and profit entitlements despite minority ownership.
3. Engage a lawyer and accountant. Don't use the cheapest option you find on Facebook. Reputable firms in Phuket Town and Bang Tao handle this regularly. Budget ฿15,000–฿45,000 for professional fees.
4. Reserve your company name with DBD.
5. File the Memorandum of Association (articles of incorporation).
6. Hold statutory meeting and register shares. Registered capital paid in at this stage.
7. Register for tax. Revenue Department registration, and VAT if revenue will exceed ฿1.8M/year.
8. Open corporate bank account. Bangkok Bank, Kasikorn, or SCB are the most expat-friendly for business accounts. See our Thai business bank account guide.
9. Apply for work permit. Required before starting work. Takes 2–4 weeks typically.
10. Set up accounting system. Thai accounting standards require formal bookkeeping from day one.

Common Mistakes Expats Make

• Using nominee Thai shareholders. Illegal. Full stop. Don't do it no matter who suggests it.
• Not getting a shareholders' agreement. Owning 49% with no shareholder protection agreement means you have very limited control. Get it drafted properly.
• Undercapitalising. Setting minimum capital when your business needs more causes problems at the bank and with the revenue department.
• Skipping the accountant. Thai accounting and tax compliance is complex. The cost of getting it wrong (late filing penalties, under-reporting issues) far exceeds the accounting fee.
• Assuming BOI is easy. The application process is substantial. Have your business plan, financial projections, and industry documentation ready before applying.
• Not matching visa to business structure. Your company registration doesn't automatically give you a work permit or visa. These are separate processes. See our Non-B visa guide.