Thai Majority Company Setup for Visa and Work Permit: What You Need to Know

So, you’re thinking of starting a business in Thailand and securing a long-term visa? If you’re a foreign entrepreneur or digital nomad, setting up a Thai majority company might be your best route. In this guide, we’ll explain how Thai majority company setups work, what foreigners can legally do with this structure, and how it helps you obtain a work permit in Thailand. Our tone is warm and expert – because we’ve been through this process many times – and our goal is to build your confidence in doing business the right way. By the end, you’ll understand the key compliance requirements (Thai shareholders, capital, staff, etc.) and be ready to take the next steps. Let’s dive in!

What is a Thai Majority Company?

A Thai majority company is a private limited company in which Thai nationals own at least 51% of the shares. In practical terms, a foreigner (or group of foreigners) can hold up to 49% of the company, with the remaining shares held by one or more Thai partners. This ownership split is important: under Thai law, a company with majority Thai ownership is considered a “Thai company,” which avoids many restrictions that fully foreign-owned businesses face. In other words, by having Thai majority ownership, your company can operate in most sectors without needing special foreign business licenses.

Good to know: Thailand used to require 3 shareholders to register a company, but as of 2023 only 2 shareholders are needed. So, your Thai majority company might be just you and one Thai partner (each holding their respective shares). Of course, you can have more shareholders if needed, but the key is maintaining that Thai >50% stake.

What about U.S. citizens or BOI companies? There are special cases like the U.S.–Thai Treaty of Amity (allowing 100% American ownership) or BOI-promoted companies. However, those are exceptions with their own rules. In this guide, we’re focusing on the standard Thai majority company route – the most common path for foreigners who want to start a business in Thailand without special agreements.

Why Choose a Thai Majority Company for Your Business?

Choosing a Thai majority structure comes with several advantages for foreign entrepreneurs:

• Bypass Foreign Ownership Limits: Certain business activities (especially service businesses) are restricted by the Foreign Business Act if you’re foreign-owned. A Thai majority company sidesteps these restrictions by being a local entity. That means you can legally engage in a wide range of business activities that would otherwise be off-limits to foreigners.

• Eligibility for Work Permit & Visa: A Thai majority company can sponsor you for a work permit and business visa. Thai authorities generally expect that if a foreigner will work in Thailand, it’s through a Thai entity that contributes to the economy. We’ll detail the requirements, but this structure is a proven vehicle for securing a work permit in Thailand (and the accompanying long-term visa).

• Fast and Affordable Setup: Setting up a private limited company in Thailand is relatively fast – often a couple of weeks for registration – and doesn’t require huge capital unless you plan to hire foreigners (we’ll get to the capital rules soon). For many startups and digital nomads, this is more accessible than, say, applying for Board of Investment (BOI) promotions.

• Control and Management: Even with 49% ownership, you can still maintain management control as the company’s director. You can be appointed the Managing Director (with sole signing authority if desired), run the day-to-day operations, and essentially drive the company’s direction. The Thai shareholders can be passive investors or active partners, depending on your arrangement. (It’s wise to choose a trustworthy Thai partner since they will legally own a majority stake. Some companies issue different classes of shares or use agreements to reinforce the foreign founder’s control, but those details are beyond our scope here.)

• Compliance with Local Laws: By going the Thai majority route, you’re signaling to the government that you’re playing by the local rules – hiring Thai staff, contributing capital, and following regulations. This goes a long way to building goodwill and avoiding legal troubles. It’s the legitimate way to start a company in Thailand as a foreigner, and thousands have successfully done it.

Consultant’s Note: We often hear from clients who are tempted to use informal arrangements (like nominee shareholders or under-the-table agreements) to avoid involving a Thai partner. Don’t do it. Nominee shareholding (where a Thai holds shares on your behalf without actual investment or control) is illegal and can jeopardize your business. It’s better to have a real Thai partner – or even a Thai family member or trusted friend – and do things properly. This not only keeps you compliant, but also builds a genuine foundation for your business in Thailand.

What Can a Foreigner Legally Do in a Thai Majority Company?

If you set up a Thai majority company, you might wonder what your role can be as a foreigner. The good news is, you can wear many hats in the company, just like any business owner, with a few exceptions:

• Director and Management: You can be appointed as a director of the company (in fact, you likely will be the managing director if it’s your venture). Being a director means you are legally authorized to run the company – signing contracts, hiring staff, opening bank accounts, etc. Thai law does not require directors to be Thai. It’s common for the foreign founder to be the only director, or one of the directors, of the company.

• Shareholding: As mentioned, you can own up to 49% of the shares. Share ownership and directorship are separate – you could even own 0% and still be a director, or own 49% and not be a director, but in a small startup you’ll likely be both an owner and a director. With 49% you are a significant stakeholder, and combined with directorship and any agreements with your Thai partner, you can effectively control the company’s operations.

• Legally Work in the Company: This is crucial – as a director or an employee of your Thai company, you can legally work in Thailand once you have a work permit. The company will act as the sponsor for your work permit. Without this, any work you do (even volunteering in your own business) would be considered illegal employment. The Thai majority company is essentially the platform that makes your role official in the eyes of the law.

• Business Activities: The company itself can engage in all sorts of business activities (as per its registered objectives). As a foreigner, you can actively participate in those activities through your role in the company. There are a few specific industries (like media, land trading, etc.) that have their own laws and might require the company to meet extra conditions even if it’s Thai-majority. But for most typical businesses – e-commerce, consulting, tech, trading, restaurants, etc. – a Thai majority company allows you to operate freely, whereas a foreign-majority company would face barriers.

• What You Can’t Do Alone: While you can run the company, remember that some actions still legally require Thai involvement. For example, you cannot sign certain official documents like the initial company registration papers without having the Thai shareholder sign as well (because they are part of the incorporation process). Also, you personally cannot own land in Thailand, and using a company (even Thai majority) to circumvent that has legal restrictions. In short, day-to-day business – yes, you’re in charge. But for some legal formalities and restricted rights (like land ownership), being in a Thai company doesn’t grant you as a foreign individual complete freedom – it grants the company (as an entity) the status of a local company.

Finally, keep in mind that legally working means having the right visa and work permit. Let’s explore how your Thai majority company helps you get those.

How a Thai Majority Company Helps You Get a Work Permit (and Visa)

One of the biggest reasons to set up a Thai company as a foreigner is to secure the ability to live and work in Thailand long-term. Here’s how it works:

1. The Work Permit and Visa Connection: In Thailand, a work permit (issued by the Labor Department) allows you to work, and a long-term business visa (issued by Immigration) allows you to stay in the country. These go hand-in-hand. Typically, you’ll first obtain a Non-Immigrant “B” (Business) visa and then apply for a work permit, or do both in tandem. A Thai majority company is your sponsor for both. Without a company (or a legitimate employer), you generally can’t get a work permit at all.

2. Company as Sponsor: Your company must meet certain criteria to sponsor a foreigner. Thai authorities want to see that the company is genuine, has invested money, and is contributing to the economy via hiring Thai people. The standard requirements are:

• Registered Capital: At least THB 2 million in registered capital per foreign work permit. This is a legal requirement by the Ministry of Labor. If you plan to be the only foreign employee/director, 2 million baht capital is the baseline. (If you are legally married to a Thai national, this requirement is halved – 1 million baht instead.) The capital must be registered with the Department of Business Development when you set up the company. In practice, if you ever need a second foreign work permit (e.g. you hire a foreign staff member), you’d up the capital to 4 million, and so on.

• Thai Employees: Four Thai employees per foreigner is the general rule for standard companies. Immigration will expect to see that your company has hired at least four Thai staff on the payroll if you want to extend your visa for one year. These employees should be registered in the Social Security system and receive a lawful salary. Essentially, by the time you’re applying for your long-term visa extension, you’ll need those 4 Thais onboard and one payroll cycle completed with social security contributions for each. (When first establishing the company and even when getting the initial 90-day visa or work permit, you might not have all 4 yet. But within a few months, to renew and stay for a year, you will need them.)

• Office and Trade Activity: Your company should have a real business address (where it’s registered) and ideally be conducting business. Sometimes officers may do site visits or due diligence to ensure the company isn’t just a paper entity. Having an office lease, some equipment, or at least a dedicated space shows you’re serious. Moreover, if you’re invoicing clients or generating revenue, it strengthens your case as a legitimate business.

• Tax Registration (VAT): If you plan to hire a foreigner (yourself) or if your annual revenue will exceed 1.8 million THB, the company should register for VAT (Value Added Tax). In fact, even purely for the visa/work permit process, being VAT-registered is often expected. Thai immigration officers often check that the company has a VAT registration and has filed at least one VAT return before approving a one-year extension. This is because a VAT registration signals the company is active and not dormant. Don’t worry – if your business is small or not yet started, you can file “zero” VAT returns initially (no sales yet), which is acceptable. The key is to have that VAT certificate in hand when needed.

Now, how do these requirements translate into the process?

Typically, after your company is formed, you’ll open a corporate bank account and inject the funds for the capital. For example, in a 2 million baht capital company where you own 49%, you’d deposit 980,000 THB and your Thai partner would deposit 1,020,000 THB, matching the share split. This needs to be done so you can prove the capital is “paid-up” (not just an empty promise on paper). You will also start hiring Thai staff (perhaps one or two to begin) and get them on payroll, then gradually up to four as you approach the visa stage. Within 30 days of hiring your first employee, the company must register with the Social Security Office and enroll that employee. After that, monthly social fund contributions need to be filed. By the time you have four employees, you’ll be filing contributions for each of them monthly.

With the company set up, capital in the bank, and some Thai hires underway, you can apply for a work permit for yourself. The work permit application will ask for documents like the company’s registration papers, list of shareholders, proof of capital, and evidence of efforts to hire Thais. Initially, the Ministry of Labor may grant a work permit based on just the capital being in place (and a plan to hire staff). However, when you later go to Immigration for the 1-year visa extension, they will check more thoroughly: Do you have four Thai employees on staff? Is the company properly registered for VAT and social security? Has the capital been paid in and documented? They might ask for copies of social security filings showing four employees, the company’s bank statement or DBD certificate showing 2M capital, etc.. If everything is in order, you’ll get an extension of stay for a year, which you can renew each year as long as you maintain these conditions.

Visa Tip: The Non-Immigrant “B” visa is typically the entry visa for doing business in Thailand. You might obtain a 90-day single-entry visa from a Thai embassy/consulate in your home country (or nearby country) once your company is set up and documents prepared. After you arrive in Thailand on that visa, you’ll apply for your work permit and then extend the visa to one year. Immigration will require proof that your company meets the capital and staffing requirements at that extension stage. If you’re already in Thailand on another visa (e.g. tourist), there are processes to convert to a Non-B without leaving, but you’ll still need to meet the same company requirements. Always plan ahead so your visa timing and company setup align with these milestones.

Immigration Alert: Working in Thailand without a work permit is illegal – even if you own the company. Don’t risk it. Ensure you have at least the work permit application filed before you start actively managing the business. Also, keep in mind that Immigration officers will verify your company’s compliance when granting a one-year business visa. This means they will expect to see four Thai employees on payroll and 2M THB paid-up capital for a typical case. Skipping these requirements or using fake information can result in visa denial or even legal action. Stay on the right side of the law for a smooth experience.

Key Requirements for Legal Compliance (Recap)

Let’s summarize the must-haves for a Thai majority company that will support a foreigner’s work permit and visa:

• Thai Shareholders (51% Ownership): You need one or more Thai partners who together hold at least 51% of the company’s shares. This makes your company Thai in the eyes of the law. Choose partners you trust and avoid any arrangement where a Thai is only “holding” shares for you without involvement – that’s a nominee scenario and it’s illegal. The Thai shareholders should ideally contribute their share of capital or genuinely participate in the business.

• Registered Capital (≥ 2 Million THB): For each foreigner you want to employ (including yourself), your company must have 2,000,000 baht in registered capital. If you’re married to a Thai, 1,000,000 baht may suffice for your case. This capital must be registered with the authorities and paid into the company bank account (you’ll later show a bank statement or deposit slip as proof). Plan your finances accordingly – you’ll need access to these funds. The good news is that money remains your company’s money to be used for the business (expenses, investments, etc.). It’s not a fee or deposit to the government; it’s working capital, but it needs to be real.

• Thai Employees (4:1 Ratio): Aim to hire four Thai employees for each foreign work permit sponsored. These should be real staff doing real work (even if it’s basic roles like admin, sales, or support). You’ll need to pay them at least the minimum wage (or market rate for the job) and comply with labor laws. The typical scenario is 4 Thai staff for 1 foreigner; if you had 2 foreign staff, you’d need around 8 Thais, and so on. (There are some exceptions for certain industries or BOI companies, but those don’t apply to a normal Thai majority company.)

• Social Security Registration: As soon as you hire any employee, register your company and employees with the Social Security Office (SSO) within 30 days. Then, make sure to file monthly social security contributions (currently 5% of salary per Thai employee, up to 750 THB/month per employee, which the company matches). By the time you have four employees, you’ll be filing SSO for all four every month. Immigration will ask for proof that these filings have been made (usually a form or receipt for contributions) to confirm your Thai staff are officially employed and benefitting from social security.

• Tax Compliance (VAT and others): Get a Tax ID for your company (we handle this right after incorporation) and register for VAT if applicable. As noted, if you’re sponsoring a foreigner, VAT registration is highly recommended (and often mandatory in practice) even if your revenue is zero initially. File your monthly VAT returns and keep records. Also file annual corporate income tax and any required withholding taxes. Showing a clean tax record (or at least that you’ve started the filings properly) gives Immigration no reason to doubt your business’s legitimacy.

• Real Office Address: Make sure you have a physical address in Thailand for your company. This will be on all official registrations. It can be a small office or even your home (in some cases), but note that for visa purposes, using a credible commercial address is wise. Sometimes officers do check the premises, and certain districts in Bangkok, for example, might be stricter about home offices. A modest co-working space, serviced office, or small rented office can do the trick. Keep a copy of your lease or agreement – it may be asked for during visa or work permit applications to confirm your office location.

• Corporate Bank Account and Finance: Open your company bank account as soon as you have the incorporation papers. Deposit the required capital and keep documentation of that transaction. Going forward, pay salaries from this account and keep it active. It helps to have a clear financial paper trail showing the company’s operations (like salary payments to staff, etc.). Additionally, Immigration may want to see the company’s financial statements in future years, so do maintain proper accounting.

By covering all these bases, you’re essentially bullet-proofing your company’s ability to sponsor visas and work permits. It may seem like a lot of requirements, but think of it this way: they are the pillars that demonstrate your business is real and beneficial to Thailand. You’re investing money, creating jobs, following the laws – exactly what a legitimate business should do.

Setting Expectations and Avoiding Pitfalls

Setting up a Thai majority company for visa purposes is a well-trodden path, but there are a few common pitfalls to avoid:

• Rushing the Process: While the company registration itself is quick, meeting the work permit criteria (capital, staff, etc.) takes a bit of time and planning. Don’t expect to have a work permit in hand the day after your company is formed. Typically, it takes a few months to fully satisfy the criteria for a one-year visa extension. Plan your timeline with this in mind – for example, you might get a 90-day visa first, and within those 3 months you must hire staff and get everything in order for the extension.

• Underfunding or Not Funding the Capital: As highlighted, you must actually put the 2 million baht into the company. Some people mistakenly think they can declare capital but never show it. Authorities can and do ask for evidence, and if you can’t prove the money was deposited, your work permit or visa can be refused. If cash flow is an issue, remember you can use that money for your business after it’s in – e.g. buying equipment, paying salaries – but ensure the initial injection is done and documented.

• Ignoring Employee Requirements: We get it – hiring four people quickly can be challenging for a small startup. But it’s a hurdle you need to clear. Those employees don’t all need to be senior or highly paid; they can be entry-level staff. What’s important is that they are legitimate (with proper ID, labor contracts, and social security). Some entrepreneurs plan to hire friends or family just to meet the quota. This can work as long as you truly employ them (even in basic roles) and contribute to social security. Don’t try to fake payroll records – it’s risky and unethical. Instead, budget for a few Thai staff; maybe you can start part-time or internship roles that grow with the company.

• Compliance Maintenance: Getting your visa and work permit is not a one-time ordeal. You must maintain compliance every year. That means keeping the capital intact (don’t reduce your registered capital below the required amount), keeping at least four Thais employed (if one quits, hire a replacement before your next renewal), and filing all your taxes and social security on time. Think of it as an ongoing commitment to being a bona fide business.

• Legal Changes: Thai immigration and labor rules can change. For instance, the exact ratio of staff or required capital might be adjusted by authorities, or new visa categories might emerge. It’s important to stay updated or work with a consultant who tracks these changes. For example, if Thailand introduces a new startup visa or changes work permit quotas, you want to know if that affects you. As of now, the guidelines we’ve discussed are the tried-and-true standards.

Consultant’s Note: Don’t be intimidated by the requirements. With the right support, even small businesses meet these criteria routinely. In fact, many of our clients start as solo entrepreneurs and successfully build out the necessary structure within a few months. The key is proper planning and guidance. We often help by creating a timeline: Month 1 – set up company and bank account; Month 2 – register VAT, hire first 2 employees; Month 3 – hire next 2 employees, file first VAT and SSO; Month 4 – apply for visa extension with all documents ready. When you break it down into steps, it’s absolutely manageable.

Your Next Steps (and How We Can Help)

A Thai majority company can be your gateway to living and working in Thailand on your own terms. It offers a clear path to legally start a business in Thailand, obtain a work permit, and enjoy the lifestyle and opportunities that come with being based here. But, as we’ve shown, success lies in doing it by the book – from finding the right Thai partner to registering capital and hiring staff.

The process may seem complex, but you don’t have to navigate it alone. This is where we come in. Our team at Thai-Co Consultants has guided many foreign entrepreneurs through setting up their companies and securing visas/work permits. We understand the ins and outs of Thai bureaucracy, and we tailor our advice to your situation – whether you’re an experienced business owner or just starting out with an idea.

Ready to take the next step? We invite you to reach out for a personalized consultation. We’ll assess your eligibility, answer your questions, and map out a plan to get your Thai company and work permit up and running smoothly. We believe in making the process transparent and stress-free, so you can focus on what you do best: growing your business.

Book a consult with Thai-Co to discuss your Thailand company setup and visa game plan. We’re here to help turn your Thai business dreams into reality, ensuring you stay compliant every step of the way. Contact us today – and let’s get your journey started!