FAQ

Yes. When a Thai private limited company is incorporated, the share capital called up by the directors for the first time must be no less than 25% of the par value per share, and this portion must be genuinely paid in; the remaining capital may be called up in further installments by the board of directors according to the company's funding needs. For BOI projects, the timing of the remaining capital must also be arranged together with the BOI-required "full operation / commencement of business" milestone, the equipment investment and the ODI funding path.

I. Ordinary Limited Companies: At Least 25% Must Be Paid In First

According to the limited company incorporation rules published by the Department of Business Development (DBD) of the Thai Ministry of Commerce, share capital is called up by the directors after the incorporation meeting; the first call must be no less than 25% of the par value per share, and the company registration is applied for after this step is completed. In other words, the "registered capital" cannot exist only on paper — at the incorporation stage, at least a portion must become genuine paid-in capital.

The unpaid remainder is not required to be paid in full on the day of registration. Under Sections 1120 and 1121 of the Thai Civil and Commercial Code, the directors may continue to call up unpaid capital as the company needs; each call must be notified to shareholders by registered letter at least 21 days in advance, clearly stating the amount, place and time of payment.

II. Why Do BOI Projects Need a Paid-In Capital Schedule Even More?

In addition to the 25% first installment required under company law, BOI projects must also satisfy the capital and investment conditions stated in the promotion certificate. BOI's official investment service materials clearly point out that the registered capital of a promoted project should be fully paid in before the prescribed full operation / commencement of business milestone. Therefore, a BOI company should not leave the question of "when will the remaining 75% come in" entirely for later decision.

Especially for manufacturing enterprises with large equipment amounts, duty-free import plans or a relatively fast production schedule, the registered capital, loans, equipment payments, capital verification and the BOI full operation milestone should be placed on the same timetable.

III. Chinese Enterprises Must Also Consider the ODI Funding Path

If shareholder funds are remitted from entities within China, the timing of when the Thai company needs the funds must match the Chinese-side ODI filing, bank remittance and internal approval rhythm. In practice, the most common problem is not "the company cannot be registered", but that when share payment, equipment or operating funds are needed after incorporation, the Chinese-side funds do not yet meet the compliance conditions for outbound transfer.

IV. Zhongxin Tax & Accounting's Handling Principles

Zhongxin adheres to the principle of "genuine arrival of funds, confirm first and then file". Any registration or accounting treatment involving paid-in capital must be based on the funds genuinely arriving in the account and the client's written confirmation; formal documents must not substitute for genuine capital contribution.

Application of Zhongxin's Compliance Growth CODE Model to paid-in registered capital:

Policy Sources / Professional Basis

1. Department of Business Development (DBD), Ministry of Commerce of Thailand, One-Day Company Incorporation Guide: at incorporation, the directors' first capital call must be no less than 25% of the par value per share.

2. Department of Business Development (DBD), Thai Civil and Commercial Code, Part III, Chapter XXII on Partnerships and Companies, Sections 1120-1121: the directors may call up the remaining unpaid capital; the notice period for each call is no less than 21 days.

3. BOI One Start One Stop Investment Center, Company Establishment FAQ: the registered capital of promoted companies should be fully paid in before the prescribed full operation / commencement of business date.

4. Zhongxin "Business Services Department New Employee Training Manual V2.0": coordinate paid-in capital and ODI scheduling for clients, and follow the "confirm first, file later" principle.

V. Next Step Recommendation

If your company has already determined the registered capital and shareholder structure, a funds arrival schedule covering "first 25% + subsequent capital + ODI/BOI milestones" should be prepared before incorporation. This avoids the situation where the company has already been established and the project has already started, but the share payment or equipment funds cannot arrive as planned.

Sales engagement note: this question does not have a separate form component, as it overlaps heavily with the previous question "How much registered capital is reasonable?". To avoid requiring clients to fill in duplicate information, it is recommended that the web page only use a text CTA, uniformly jumping to the [Apply for a Preliminary Review of Registered Capital and Investment Structure with Zhongxin] component.