Key Takeaways
- Four separate rules can set a minimum capital figure for a Thai company. Most published guidance quotes exactly one of them and presents it as the answer.
- Company law itself sets no fixed baht minimum. It only requires that 25 percent of registered capital is paid up at incorporation, with the rest callable by the board.
- The Foreign Business Act needs THB 2 million to commence business as a foreigner, rising to THB 3 million for each activity that needs a licence.
- For a typical Singapore SME wanting one or two work permits and no licence, the work permit rule is usually what actually decides the number, not the BOI or FBA figures.
In Detail
Four rules, and most guidance quotes one of them
Ask five advisors how much capital you need to set up in Thailand and you will get five different numbers, each correct for a different question. That is because four separate rules can each set a minimum, and they answer different things: what company law requires to incorporate at all, what the Foreign Business Act requires of a foreign operator, what the Department of Employment wants to see before it issues a work permit, and what BOI wants to see before it grants promotion. None of them defers to the others. You can clear one and still fail another.
Rule one: company law sets no fixed floor, only a paid-up ratio
There is no general statutory minimum baht figure for an ordinary Thai limited company. What the law does require is that at least 25 percent of the par value of each subscribed share is paid up at the time of incorporation. The remaining 75 percent is callable: the board of directors can call for the balance at any time, under the company’s own articles.1
This is why you cannot answer “how much capital do I need” without first answering “how much do I want to set as registered capital”, which is really a question the other three rules answer for you. Whatever figure you land on, only a quarter of it has to actually change hands on day one.
Rule two: the Foreign Business Act sets its own floor
Section 14 of the Foreign Business Act B.E. 2542 sets a minimum that has nothing to do with the paid-up ratio above. A foreigner commencing business under the Act needs capital of not less than THB 2 million. Where the business in question requires a Foreign Business Licence under the Act’s annexed lists, the minimum rises to not less than THB 3 million for each such licensed business.2
Rule three: work permits price capital per head
Separately again, the Department of Employment prices capital by the foreign employee, not by the company. The benchmark is THB 2 million of paid-up capital per foreign work permit, rising to THB 3 million where that capital was itself remitted from abroad, and falling to THB 1 million where the work permit holder is married to a Thai national who is a legally registered spouse. A single company can scale this up to a cap of 10 work permits.345
Rule four: BOI prices the promoted project, not the company
If you seek BOI promotion, a fourth figure applies: a general minimum investment of THB 1 million per promoted project, excluding the cost of land and working capital, unless the specific activity’s own list states otherwise.6
This figure only matters if you are actually applying for promotion. It is not a capital floor for doing business in Thailand generally, and treating it as one is a common source of the confusion this chapter is trying to untangle.
Which rule actually binds, for a plain Singapore services SME
Take the ordinary case: a Singapore services business setting up a Thai subsidiary, wanting one or two work permits for its own people, not seeking a Foreign Business Licence, and not applying for BOI promotion. Walk the four rules in order.
The BOI figure does not apply. You are not seeking promotion, so THB 1 million is not a number you need to hit. The Foreign Business Licence figure does not apply either, since nothing you do needs a licence. That leaves company law and work permits.
Company law asks only that 25 percent of whatever registered capital you choose is paid up at incorporation. It does not, by itself, force you toward any particular total. The Foreign Business Act’s own floor, THB 2 million to commence business as a foreigner under the Act, sets a baseline once your Thai subsidiary is foreign-owned enough to fall under it.
Work permits are where the number usually moves. One foreign work permit needs THB 2 million in paid-up capital on the Department of Employment’s benchmark, which happens to match the FBA floor exactly. Two permits need THB 4 million, which exceeds both the FBA floor and the BOI figure without either of those rules doing any of the work. For a Singapore SME with one or two staff who need to hold a work permit, the practical capital figure is set by how many permits you need, not by the Act or by BOI.
Only if you were also seeking a Foreign Business Licence would the THB 3 million per licensed business figure come into play, and only if BOI promotion were on the table would the THB 1 million figure matter at all. For the plain case, neither does.
Getting the capital into Thailand, and evidencing that you did
Registered capital is not a number you write on a form and leave there. It has to actually arrive. Thai banks will not credit foreign shareholder capital to a company account without evidence that the money came from overseas. Above USD 50,000 inbound, or the equivalent, the receiving bank must complete a Foreign Exchange Transaction Form and report it to the Bank of Thailand. Below that threshold, a bank may instead issue a simple credit advice based on the SWIFT transfer documentation, without the formal form.7
One source adds a further wrinkle worth flagging rather than stating flat: where registered capital exceeds THB 5 million, banking evidence of the share-payment remittance to a director’s account must be filed with the incorporation application itself, or within 15 days after DBD approves incorporation if directors cannot yet open a Thai account. This has not been independently confirmed against a DBD primary page, but comes from a named international law firm’s own client briefing.8
There is a second, separate evidencing obligation, and it runs the other direction. Since 1 August 2026, under DBD Order 2/2569, a company with foreign shareholding under 50 percent, or a wholly Thai-owned company with a foreign director holding signing authority, must show that its Thai shareholders paid for their own shares out of their own funds, not out of money handed to them by the foreign partner. That is a nominee-arrangement check, aimed at who funded the Thai side of the capital, not a capital-adequacy rule aimed at the total. It is covered in full in the beneficial ownership question.9
Capital is not a fee
It is worth saying plainly, because it gets conflated constantly. Registered capital is the value of the shares in the company. Paid-up capital is whatever share of that has actually been transferred in. Neither is money you hand over to the government or to an agent and lose. It stays inside the company, as its own working capital and its own bank balance. What does leave the business permanently are the DBD’s separate registration and filing charges, and whatever a lawyer or agent charges to handle the paperwork. Those are a different, much smaller, one-time cost, covered in cost and timeline.
**Modified work-permit capital ratios for representative offices and IBC entities** could not be verified. Practitioner commentary consistently claims that a representative office and an IBC entity get more favourable treatment on the THB 2 million per-employee benchmark than an ordinary trading company, but no source gave an actual modified figure for either structure. Treat the standard benchmark as the safe planning assumption until a specific number can be confirmed.
**A different joint venture split.** One source states that joint ventures face THB 3 million per foreign worker where Thai ownership is not the majority, against THB 2 million where Thai shareholders hold the majority. This figure is not corroborated anywhere else in the sources we reviewed and conflicts with the standard THB 2 million figure used throughout this chapter. Treat it as an outlier until checked against a primary source.10
**The exact Foreign Business Licence capital formula.** For a foreigner actually granted a licence, one source reports the required minimum as the higher of THB 3 million or 25 percent of the applicant's estimated three-year average expenses for the licensed business. This refinement to the flat THB 3 million figure has not been confirmed against the Act's own text or a BOI or Ministry of Commerce primary page.
What this means for you
Do not start by asking “what is the minimum capital in Thailand.” Start by asking how many foreign work permits your Thai operation will actually need in year one, and whether you will ever need a Foreign Business Licence or BOI promotion. For most Singapore services SMEs the answer to those two questions, not a single headline figure, sets the number you actually need to register and pay up.
Before you set a registered capital figure
- How many foreign work permits do you actually need in year one? That number, times THB 2 million (or THB 3 million if the capital arrives from abroad), is probably your real floor, not the BOI or FBA figures.
- Is any part of what you do going to need a Foreign Business Licence? If so, budget THB 3 million for that specific licensed business, on top of everything else.
- Have you set registered capital high enough that 25 percent of it, paid up at incorporation, is a figure your Thai shareholders can genuinely fund and evidence as their own?
- Will the capital arrive from Singapore as a single transfer above USD 50,000? Expect the receiving bank to raise a Foreign Exchange Transaction Form, not just a credit note.
- Are you actually applying for BOI promotion? If not, the THB 1 million BOI figure answers a question you are not asking, so stop budgeting around it.
- Can each Thai shareholder show, from their own bank statements, that the money for their shares came from them? the beneficial ownership question covers what happens if they cannot.
This article is one of twenty-four chapters. The complete guide adds six working tools: a registered-capital worksheet, an annual compliance calendar, an incorporation document checklist, a partner due-diligence checklist, a setup cost and timeline comparison, and a decision tree for choosing your structure.
Sources
10 sources for this article, 3 of them primary. Where we could not verify something, the article says so rather than estimating.
- Tilleke & Gibbins, www.tilleke.com
- Thailand Board of Investment (primary), www.boi.go.th
- Commenda, www.commenda.io
- Thailand Law Office, www.thailandlawoffice.com
- Legal.co.th, www.legal.co.th
- Thailand Board of Investment (primary), www.boi.go.th
- DeeMoney, www.deemoney.com
- Nishimura & Asahi, www.nishimura.com
- Department of Business Development (primary), www.dbd.go.th
- KAP, www.kap.co.th
This article is general information about doing business in Thailand and is not legal, tax, or financial advice. Every figure is cited with its source and its date. Thai regulation is changing quickly and rules current at publication may change without notice. Confirm anything you intend to act on with qualified Thai counsel.