The first lawyer I consulted about registering a company in Phuket gave me a quote and a confident nod. Three months later, after watching the process unfold, I realised the confidence was not always matched by transparency. There are specific things about Thai company registration that lawyers tend to gloss over — the shareholding structures, the nominee shareholder risks, the gap between "registered capital" and "paid-up capital" — that matter enormously for how your business actually functions and how exposed you are legally.
This guide is the plain-English walkthrough I wish someone had handed me. It covers the full process from name reservation to work permit, with the costs, timelines, and honest caveats that Phuket's expat business community has learned the hard way.
Thai Company Registration in Phuket — Key Facts 2026
- Entity type: Thai Private Limited Company (บริษัท จำกัด)
- Foreign ownership: Max 49% in most restricted categories (Foreign Business Act)
- Min shareholders: 3 at all times (Thai + foreign combined)
- Min registered capital for work permit: 2,000,000 THB per foreign work permit
- Government registration fee: ~5,500 THB for 1 million THB registered capital
- Professional fees (full setup): 25,000–60,000 THB depending on firm
- Timeline: 4–8 weeks from start to company certificate + work permit
- DBD Phuket office: Phang Nga Road, Phuket Town (near Provincial Hall)
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Why Register a Thai Company in Phuket?
Most expats working or running a business in Phuket need a legal business structure for one or more of these reasons: to obtain a work permit, to operate a business legally in Thailand, to open a Thai business bank account, or to qualify for a Non-B business visa. The Thai Private Limited Company is by far the most common structure for expat-run businesses in Phuket — more flexible than a branch office, more credible than a sole trader arrangement.
Phuket's working and business environment is well-served by local lawyers and formation agents — you'll find formation services in Rawai, Patong, Chalong, and Phuket Town. Quality and price vary significantly, so understanding the process yourself before engaging anyone is time well spent.
Understanding the Foreign Business Act — The 49% Rule
This is the part that trips up many first-time business owners. Under Thailand's Foreign Business Act (FBA), most service-based businesses fall into List 3 — meaning foreigners cannot hold more than 49% of shares. If you want majority foreign ownership, you need either a Foreign Business Licence (rare and slow), or BOI promotion (only for qualifying activities), or to restructure into categories not restricted by the FBA.
The practical implication: most expat-owned companies in Phuket have a Thai majority shareholder or Thai shareholders collectively holding 51%+. How those shareholders are structured — whether they're genuine business partners with real economic stakes, or family friends doing you a favour — matters enormously for your legal protection and for the long-term stability of your business.
Nominee shareholding — where Thai nationals hold shares on your behalf with no genuine economic interest — is technically illegal under Thai law. While enforcement has historically been inconsistent, the risks are real: the arrangement can be challenged, your shares may not be legally defensible, and some foreign business licences specifically prohibit it. Use a proper shareholding structure with genuine Thai partners, or explore BOI or FBL routes if full foreign ownership is critical to you.
Step-by-Step: Thai Company Registration in Phuket
Reserve your company name (1–3 days)
Search and reserve your name via the DBD online portal (dbd.go.th) or through your lawyer. The name must be unique, not similar to existing registered names, and submitted in Thai script. Your English name goes alongside it. Budget 1–3 business days for approval. Have 2–3 name options ready — first choice often rejected for being too similar to existing companies.
Draft and file the Memorandum of Association (3–5 days)
The MOA (หนังสือบริคณห์สนธิ) sets out your company's objectives, registered capital, number of shares, and the names of at least 3 promoters (these become your initial shareholders). Your lawyer will draft this. The company objectives section matters — you need to list the actual business activities you intend to carry out. File with the DBD office in Phuket Town (Phang Nga Road).
Hold the Statutory Meeting (within 3 months of MOA)
The statutory meeting formally appoints directors, approves the articles of association, ratifies the share allotment, and calls up the capital. Minimum 25% of shares must be called up at registration. All shareholders or their authorised representatives must be present or provide a proxy. Your lawyer handles the minutes and documents.
Register with DBD Phuket (1–2 days processing)
File the company registration application at DBD Phuket (on Phang Nga Road, Phuket Town) within 3 months of the statutory meeting. Submit: MOA, articles of association, statutory meeting minutes, director ID copies, registered office address evidence, and company seal. Processing is usually same-day or next working day. You receive your company registration certificate (หนังสือรับรอง) — the foundation document for everything else.
Get your tax ID and open a bank account
Take your company certificate to the Revenue Department to obtain your corporate tax ID (เลขประจำตัวผู้เสียภาษี). Then open a Thai company bank account — Kasikorn Bank (KBank) and Bangkok Bank are the most expat-friendly for business accounts. You'll need the company certificate, director passports, company seal, and signed director resolution. Account opening takes 1–3 weeks and may require branch manager approval.
Apply for your work permit
With company in hand, apply for your work permit at the Department of Employment in Phuket (Chalong area). Requirements: minimum 2 million THB paid-up registered capital per foreign work permit, minimum 4 Thai employees per 1 foreign work permit for some categories, valid Non-B visa, signed employment contract between you and the company. Work permit typically takes 3–10 working days in Phuket.
Cost Breakdown: Thai Company Registration in Phuket 2026
| Item | Cost (THB) | Notes |
|---|---|---|
| DBD government registration fee | 5,500–15,000 | Scales with registered capital. 1M THB capital = ~5,500 THB |
| MOA filing fee | 500–2,000 | Government fee at DBD |
| Company seal | 300–500 | Required for all official documents |
| Lawyer/agent professional fees | 15,000–45,000 | Full formation service. Budget higher for reputable Phuket firms |
| Registered office (if renting address) | 3,000–8,000/yr | If you don't have your own commercial address |
| Work permit application fee | 3,000 | Government fee. Plus agent fees if using a service |
| Social Security registration | Free | Ongoing monthly contributions apply after |
| Total first-year estimate | 30,000–75,000 | Highly variable depending on capital, fees, and services used |
Registered capital of 2 million THB is the minimum for a work permit, but this doesn't mean 2 million THB needs to sit in a bank account permanently. You need to demonstrate it was paid up — you can deposit it, get the bank certificate for the DBD/work permit application, and then use those funds for operating expenses. Keep records showing the capital was genuinely contributed, not just cycled through the account for paperwork purposes.
Choosing a Company Formation Service in Phuket
Phuket has dozens of law firms and formation agents offering company registration. They range from well-established firms with Thai and foreign lawyers on staff to one-person operations offering rock-bottom prices. The differences matter.
What to look for in a Phuket formation agent
- Licensed Thai lawyers on staff — not just admin staff handling paperwork
- Genuine shareholding structure advice — not just offering to provide nominee shareholders without flagging the risks
- Transparency on timelines — realistic estimates, not "two weeks guaranteed"
- Ongoing compliance support — annual DBD filings, tax deadlines, accounting requirements
- Fixed-fee packages — be wary of low upfront quotes that balloon with "additional services"
Recommended areas to find reputable firms in Phuket: Phuket Town (near Phang Nga Road and Old Town), Chalong area (near the hospital and Big Buddha road), and Bang Tao/Cherng Talay (serving the north coast expat community). Our Phuket Expat Services Directory lists vetted formation agents with reader reviews.
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Get a Free Consultation →After Registration: Annual Compliance Requirements
Registration is just the beginning. Running a Thai Limited Company in Phuket comes with ongoing obligations. Missing them carries real penalties — and a surprising number of expat business owners discover this when they try to renew work permits or extend visas.
Annual DBD filing (shareholder list and financial statements)
Every year, you must file your company's balance sheet and list of shareholders with the DBD within 150 days of your financial year end. Most Thai companies use December 31 as their financial year end — making the filing deadline around late May. Your accountant handles this, but the director must sign off. Missing DBD filings: fine of up to 100,000 THB per offence.
Revenue Department: CIT and VAT
Corporate Income Tax (CIT) is 20% of net profit (SMEs with paid-up capital under 5 million THB and revenue under 30 million THB get tiered rates: 0% on first 300,000 THB net profit, 15% on 300,001–3,000,000 THB, 20% above). Half-year CIT filing required in August. Annual CIT return in May. VAT (if registered) filed monthly. See our guide to Thai company accounting requirements in Phuket for full details.
Work permit renewal
Work permits in Phuket are tied to your company and must be renewed annually along with your Non-B visa. The renewal requires the same company documents as the initial application — including updated DBD certificate, PND 1 receipts showing salary, and Social Security contribution evidence. Plan for this process every year.
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Get the Free Checklist →Common Mistakes to Avoid
After years in Phuket's expat business community, these are the mistakes I see regularly. None of them are irreversible, but all of them are avoidable.
- Underestimating registered capital requirements. 2 million THB per work permit is the baseline. If you want two foreign work permits, you need 4 million THB registered capital. Some business categories (restaurants with alcohol licences, certain service businesses) have their own additional requirements.
- Not understanding what "paid-up capital" means. You must show the capital was actually deposited — a bank certificate is required. Don't just put 2 million THB on paper without the supporting bank evidence.
- Choosing Thai shareholders without a shareholders' agreement. Even with trusted Thai partners, document everything. A shareholders' agreement (in addition to the company's articles of association) protects everyone and prevents disputes about dividends, management control, and exit rights.
- Ignoring the 4:1 Thai/foreign employee ratio. For work permit renewals, many visa types require proof of 4 Thai employees per foreign work permit holder. These must be genuine, registered employees with Social Security contributions — not names on paper.
- Missing annual DBD filings. DBD filing is a hard deadline. Many expats only discover the problem when trying to renew their work permit and find the company's compliance record is flagged.
Alternatives to a Thai Limited Company
A Thai Limited Company is not the only option. Depending on your situation, consider:
- BOI-promoted company: 100% foreign ownership, tax holidays, streamlined work permits. Requires qualifying business activity. See our Phuket BOI guide for details.
- Representative office: Can only carry out research, liaison, and non-revenue generating activities. Good for multinationals scouting Thailand but not for running an operating business.
- Freelancer via umbrella company: Services like IGLU and BCG allow you to work as a contractor under their company umbrella, getting a work permit without registering your own company. See our IGLU vs BCG comparison guide.
- Thailand LTR Visa: If you're a remote worker with overseas income, the Long-Term Resident visa may allow you to work legally in Thailand for a foreign company without a Thai work permit. See our Thailand LTR Visa guide.
