Thailand is one of Southeast Asia’s most dynamic economies, attracting both local entrepreneurs and foreign investors. However, launching a business in Thailand requires a firm understanding of the country’s legal and corporate environment. Among the most critical decisions investors must make is selecting the right company structure.
But before launching operations, both local entrepreneurs and foreign investors must choose between the different Thai company structures available under Thai law. The right choice will determine your legal obligations, ownership rights, tax exposure, and even your ability to access government incentives.
Each structure comes with distinct benefits, legal requirements, and strategic considerations. In this article, we’ll examine how these Thai company structures function, the types of businesses they support, and how they align with foreign investment goals.
Overview of Thai Company Structures
Under Thai law, businesses commonly operate as partnerships, limited companies, or joint ventures. Each carries distinct legal and commercial implications.
- Partnerships
- Ordinary Partnership
- Limited Partnership
- Limited Companies
- Private Limited Company
- Public Limited Company
- Joint Ventures
- Contractual Joint Venture
- Incorporated Joint Venture
Each comes with its own requirements, benefits, and limitations. The best choice depends on your ownership goals, industry, and long-term strategy.
1. Partnerships
Partnerships are one of the oldest and simplest business forms in Thailand.
An ordinary partnership, two or more partners carry on a business and share profits. If not registered as a juristic person, partners have unlimited personal liability and the partnership is legally indistinguishable from its partners exposing personal assets to business risk.
A Limited Partnership is when partners split into general partners (unlimited liability, management control) and limited partners (liability capped at their capital contribution). While useful for narrowly scoped ventures, partnerships usually offer less bankability and brand credibility than a company limited.
2. Limited Companies
The private limited company (Co., Ltd.) is the most widely used structure in Thailand for most Thai and foreign founders. It requires at least two shareholders, limits shareholder liability to unpaid shares, and is widely recognized by banks, landlords, and counterparties. If your activity is not on the restricted lists under the Foreign Business Act (FBA), the company can often be majority, sometimes 100% foreign-owned without special permission. If the activity is restricted, foreign majority ownership typically requires BOI promotion (with a Foreign Business Certificate for the promoted scope) or an FBL.
A public limited company (PLC) is intended for larger enterprises that want to raise capital from the public or list on the Stock Exchange of Thailand. With at least 15 shareholders and more stringent governance rules, this structure is suited to large-scale operations with ambitious growth plans. It carries higher governance and disclosure standards (e.g., broader shareholder base and board requirements) and suits large, long-horizon businesses.
3. Joint Ventures
Joint ventures are formed when two or more parties collaborate on a business project.
A contractual joint venture is simply an agreement to work together without forming a new legal entity. Common for bids, EPC, and defined projects. It’s quick to set up, but liability and administration depend entirely on the contract; for tax/VAT, it’s often treated like an ordinary partnership.
While an incorporated joint venture involves creating a new company, often a private limited company jointly owned by the parties involved.
Incorporated joint ventures can apply for BOI promotion or an FBL, making them an attractive option for foreign investors entering sectors that would otherwise require Thai majority ownership.
How BOI and FBL Apply to Your Structure
While Thai company structures (partnership, limited company, or JV) define the legal framework of your business such as liability, governance, and capital, BOI promotion and the Foreign Business License (FBL) are permissions layered on top used when foreign ownership or restricted activities are in play.
- BOI promotion can grant tax holidays, import-duty relief, visa/work-permit facilitation, and crucially foreign-ownership flexibility for the promoted scope via a Foreign Business Certificate.
- FBL is a license from the Ministry of Commerce that permits majority foreign ownership for a restricted activity not covered by BOI. It only provides legal permission to operate but does not include any of the BOI tax and non-tax incentives. Learn more: Foreign Business License in Thailand.
Neither BOI nor FBL changes your underlying company type; they authorize what a foreign-owned entity may do and, in BOI’s case, add incentives for the defined activity.
Choosing the Right Structure
Start with risk and credibility: if you want limited liability and smoother dealings with banks and partners, a private limited company is usually the answer. If you’re collaborating for a single tender or short-term build, a contractual JV might be sufficient; for longer, capital-heavy projects, an incorporated JV is cleaner. Then map your business activity:
- If it’s not restricted under the FBA, foreign majority ownership can be straightforward.
- If it is restricted, choose between BOI (when your activity is promoted and incentives matter) and FBL (when it’s restricted but not BOI-promoted).
Finally, plan people and premises early: BOI projects carry post-approval conditions (capital injection, Thai staffing/training, reporting), while non-BOI companies hiring foreigners should budget for the standard work-permit practice (capital and/or Thai headcount per foreigner).
Let SVBL Guide Your Thai Business Setup
Setting up a compliant and strategic company in Thailand isn’t just about choosing the right structure, it’s about understanding the legal landscape, anticipating regulatory requirements, and avoiding costly missteps.
At SVBL, we specialize in helping international entrepreneurs, SMEs, and corporate investors identify the right Thai company structure based on their goals, industry, and operational needs.
Whether you’re considering launching your company, our team will guide you through each step from feasibility reviews and document preparation to final registration and ongoing compliance.
Speak to our experts today and discover which structure aligns best with your business ambitions in Thailand.