Minimum Capital Requirements Guide for Foreign-Owned Companies in Thailand

There is no single minimum capital figure for a foreign-owned company in Thailand. The right number depends on the legal route the company takes, the activities it will perform, and in many cases the expense projections in its own business plan. This article brings every capital figure a foreign founder is likely to meet together in one place, and closes on the point that now matters most. The capital must be genuinely paid in and supported by bank evidence, because the Department of Business Development (DBD) has moved to active verification of funding substance.

Every Capital Figure at a Glance

Situation	Minimum capital
Non-restricted foreign business (FBA Section 14)	THB 2 million
Licensed restricted business (FBL or FBC), per activity	THB 3 million or 25% of average annual expenses over 3 years, whichever is higher
BOI promoted project (default, unless the activity list says otherwise)	THB 1 million excluding land and working capital
Work permit sponsorship outside BOI, per foreign employee	THB 2 million paid up, plus 4 Thai employees
Retail without an FBL	THB 100 million total, or THB 20 million per store
Wholesale without an FBL	THB 100 million per store

The Two Statutory Floors Under the Foreign Business Act

Section 14 of the Foreign Business Act B.E. 2542 (1999) sets the baseline. A foreign company operating a business that is not restricted under the Act must bring in minimum capital of at least THB 2 million. Where the business requires a Foreign Business License (FBL) because it falls under List 2 or List 3 of the Act, the minimum capital rises to at least THB 3 million.

The THB 3 million figure applies per licensed business activity, not per company. A company licensed for two restricted service activities therefore needs at least THB 6 million. Founders planning multi-activity service companies should factor this multiplication into their budget from the start.

A question our clients raise with us almost every week is how much of the registered capital actually needs to be paid up. For a foreign-owned company, the answer is strict. The FBA minimum capital must be fully paid before the company commences business. This is a sharper rule than the one Thai-majority companies enjoy, since a company outside the FBA can incorporate under the Civil and Commercial Code with as little as 25 percent of each share paid up. If your company is a foreigner under the Act, plan for the full amount to be paid in before operations begin.

The 25 Percent Expense Test for Licensed Businesses

The THB 3 million floor is only the starting point for licensed businesses. Under the Ministerial Regulation on Minimum Capital and the Period to Bring or Remit the Minimum Capital to Thailand B.E. 2562 (2019), the required minimum capital for a licensed business is 25 percent of the average annual estimated expenses for the first three years of operation, or THB 3 million, whichever is higher.

This test applies equally to companies holding a Foreign Business Certificate (FBC), including BOI-promoted and treaty-protected companies operating restricted activities, not only to FBL holders. The three-year expense projection in the application therefore quietly drives the real capital figure. A service business projecting THB 40 million in average annual expenses faces a minimum capital requirement of THB 10 million, not THB 3 million. Foreign investors sometimes discover this only after building an ambitious expense table for other parts of the application. Capital planning and expense forecasting should be treated as a single exercise.

The same ministerial regulation prescribes when the capital must be in place, and the answer depends on how the foreign business is set up. For a foreign-owned company incorporated in Thailand, the minimum capital must be fully paid up before the company commences business. Where the company requires an FBL, full payment is a condition before the licensed business may start.

Capital Under BOI Promotion

Board of Investment (BOI) promotion applies a different logic. Under the BOI’s general criteria for project approval, the default minimum capital investment for a promoted project is THB 1 million, excluding the cost of land and working capital. Treat this as the floor rather than the rule, because many activity categories carry their own conditions in the list of eligible activities that replace or exceed it. For knowledge-based activities such as software development, the test is not a capital figure at all but a minimum annual salary expense for the qualified personnel. The Trade and Investment Support Office (TISO) category follows the same expense-based pattern, with a defining condition of at least THB 10 million per year in selling and administrative expenses.

BOI promotion does not switch off the FBA. A promoted company that is majority foreign-owned remains a foreigner under the Act, so the Section 14 minimum capital still applies alongside the BOI’s own project criteria. In effect, a wholly foreign-owned BOI company can never sit below THB 2 million in minimum capital, even where its promoted project would only require THB 1 million, and the figure rises further where the FBC activity triggers the 25 percent expense test. In practice the registered capital is set to satisfy all of these at once.

BOI projects also carry a balance sheet condition. For newly established projects, the debt-to-equity ratio must not exceed 3 to 1. This is considerably stricter than the standard FBL condition, under which total loans used in the permitted business may reach 7 times the funds remitted from abroad. Groups that intend to fund their Thai operation primarily through intercompany loans should model this contrast carefully before choosing a route.

For restricted activities, a BOI-promoted company obtains an FBC rather than applying for an FBL, which is faster but carries the same minimum capital discipline described above.

Capital Outside the Licensing Question: Work Permits

Even where no license issue arises, capital planning cannot ignore immigration criteria. Under the standard rules applied by the Department of Employment, sponsoring each foreign work permit generally requires the following.

• Capital. THB 2 million in fully paid-up registered capital per foreign employee

• Headcount. Four Thai employees per foreign work permit holder

• Reduction. The capital requirement drops to THB 1 million where the foreign employee is married to a Thai national

  
  

A wholly foreign-owned company with two foreign employees therefore needs at least THB 4 million in paid-up capital and eight Thai staff under the standard criteria, regardless of what the FBA requires. BOI-promoted companies are the notable exception, as their expatriate positions are approved under BOI conditions rather than the standard ratios.

Capital as the Route Itself. The THB 100 Million Trading Thresholds

For retail and wholesale trading, capital is not just a condition of the route. It is the route. List 3 of the FBA restricts retail sale of goods where total minimum capital is below THB 100 million or where the capital of each store is below THB 20 million, and restricts wholesale where the minimum capital of each store is below THB 100 million.

Read in reverse, this creates a licensing exemption. Retail falls outside the restriction where the total minimum capital reaches THB 100 million or where each store is capitalised at THB 20 million or more. In practice the exemption is most commonly structured as THB 100 million in fully paid-up capital, which is read as supporting up to five stores at THB 20 million each, with each additional store requiring a further THB 20 million. Wholesale is measured per store, requiring THB 100 million for each wholesale establishment, so a company running one retail network and one wholesale operation needs THB 200 million. The capital allocated to the trading exemption must genuinely serve that business and cannot double-count toward other statutory capital requirements.

Why Simulated Capital Fails

Registered capital was long treated by some market entrants as a paperwork figure. That approach no longer survives contact with the DBD. Capital must be evidenced by bank credit advices and matching account records, and the registrar now examines whether the money trail is real.

Three DBD orders issued over the past year have tightened verification step by step.

• Order No. 2/2568. Effective 1 January 2026, requires registrars to verify bank statements and source-of-funds documentation at incorporation for new Thai limited companies, specifically targeting shell structures where Thai shareholders have no genuine financial stake

• Order No. 1/2569. Effective 1 April 2026, extends that scrutiny to amendment filings. Share transfers, capital increases, and the appointment of foreign authorized directors now trigger a signed Investment Confirmation Statement supported by bank evidence

• Order No. 2/2569. Effective 1 August 2026, adds further documentary requirements for registrations involving foreign participation, with Thai shareholders expected to show bank statements evidencing the source of their capital contributions

  
  

The practical consequence for founders is simple. Round-tripped funds, briefly parked deposits, and capital that exists only in the company affidavit are now enforcement risks rather than shortcuts. False declarations carry penalties under the FBA of up to three years’ imprisonment and fines of THB 100,000 to THB 1 million. Plan the remittances properly, keep every credit advice, and make sure the paid-up figure reflects money that actually arrived.

How BizWings Can Help

Setting the capital figure is one of the first structural decisions in a Thai market entry, and it interacts with your license route, your leverage options, and your hiring plan. Our expert advisors walk foreign investors through the structuring of their Thai expansion, from building the three-year expense table to planning the remittances with clean bank evidence. If you are planning to set up a company in Thailand, consult with us at contact@bizwings.co. You can also run your scenario through our free entity structuring tool at https://www.bizwings.co/entity-market-entry-tool.

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Frequently Asked Questions

Does the capital have to stay in the company?

Yes, in the sense that the minimum capital must be maintained until the business ceases operating in Thailand. It does not have to sit idle in a bank account. It can be used for rent, salaries, equipment, and other genuine business expenditure, and can be held in the form of current or fixed assets. What it cannot be is remitted in, evidenced, and then returned to the shareholder.

Can we fund the company with loans instead?

Only partly. The minimum capital itself must be equity brought in from abroad. Beyond that, a standard FBL allows total loans of up to 7 times the remitted funds, while a BOI-promoted project must keep debt within 3 times equity for new projects. Loan funding is a supplement to minimum capital, never a substitute for it.

What counts as evidence of remittance?

The core document is the bank credit advice issued by the receiving Thai bank for each inward transfer, showing the foreign origin of the funds, supported by the corresponding bank statements. Evidence must be filed with the DBD within 15 days of each remittance. For share capital paid by Thai shareholders in mixed structures, the DBD now also expects bank records demonstrating that the funds genuinely belonged to those shareholders.

Choosing a capital figure in Thailand is not a form-filling step. It is a structuring decision that determines your license route, your leverage limits, your hiring capacity, and your compliance exposure for years. Set the number from the business plan, pay it in properly, and keep the bank evidence. Under the current verification climate, capital substance is checked, not assumed.