Company registration
Thai Company Shareholders: What Foreign Founders Need to Prepare
Published 27 Oct 2026
What does the minimum requirement mean?
The promoters sign the memorandum of association and agree to take shares in the company. Before registration, all shares forming the registered capital must be subscribed, and the initial payment must be at least 25% of each share's value.
The legal minimum is two shareholders. If the number later falls to one, the company may face a court-ordered dissolution risk, so changes in ownership should be managed carefully.
Decide the shareholding before filing
Do not add a second shareholder only as an administrative afterthought. Decide who genuinely owns the business, how many shares each person will hold, and how important decisions will be made. Nominee arrangements used to disguise foreign ownership should be avoided.
A 50/50 split can look simple but may create deadlock if the shareholders disagree. The articles of association and any shareholders' agreement should provide a practical decision-making and exit process.
For a foreign-owned company, the share split must also fit the intended business activity. If the company may hold land in Thailand, flag this before the ownership structure is finalised because it requires a separate review.
What should founders confirm?
- At least two genuine promoters and shareholders
- The number, value and allocation of shares
- The initial amount to be paid for the shares
- The director structure and signing authority
- Whether foreign-ownership restrictions affect the planned activity
- A process for resolving shareholder deadlock or exit
Key rules at a glance
| Rule | Source |
|---|---|
| A private limited company needs at least two promoters (reduced from three on 6 February 2023). | Civil and Commercial Code s.1097 |
| Each share must have a value of at least THB 5. | Civil and Commercial Code s.1117 |
| Before registration, at least 25% of the value of each share payable in cash must be called and paid. | Civil and Commercial Code ss.1105, 1110, 1111 |
| A transfer of registered shares is void unless made in writing and signed by the transferor and transferee, with at least one witness. The transfer document must also state the share numbers. | Civil and Commercial Code s.1129 |
| A share transfer can be relied on against the company and third parties only once recorded in the shareholders' register. | Civil and Commercial Code s.1129 |
| The list of shareholders is sent to the registrar at least once a year, no later than 14 days after the annual general meeting. | Civil and Commercial Code s.1139 |
| A Thai-registered company is a "foreigner" under the Foreign Business Act when foreigners hold 50% or more of its capital. | Foreign Business Act B.E. 2542, s.4 |
| Holding shares on behalf of a foreigner to avoid the Foreign Business Act is a criminal offence. | Foreign Business Act s.36 |
The practical conclusion
Two shareholders may satisfy the minimum, but a workable company needs more than a headcount. Set the real ownership, capital contributions and decision-making rules before registration so the structure supports the business after launch.
This article provides general information. The appropriate structure depends on the proposed activities, investors and operating plan.
Frequently asked questions
Questions about Company registration
At least two promoters (Civil and Commercial Code s.1097). The minimum fell from three to two on 6 February 2023.
Set the shareholding correctly before registration
Corporly helps founders confirm the promoters, share allocation, capital and signing structure before filing a Thai company registration.