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Most foreigners think registering the company is the hard part. It’s the easy part. Everything that comes after it is where the money, and the mistakes, actually sit.
Asia Bashir has watched that pattern play out for years. She’s a UK-qualified accountant and tax advisor who helps foreign entrepreneurs, owner-managed businesses, and international investors set up and run companies in Thailand, and most of her work lives in the gap people don’t see until they’re already standing in it: the difference between registering a company and building a business that is properly structured, compliant, and actually able to operate.
We asked her what foreigners get wrong before they arrive, where the cheap route gets expensive, and what the founders who build something substantial do differently. What follows is her take, in her words where it counts.
Contents
- Key Takeaways
- Meet Asia Bashir
- Registering the Company Is the Easy Part
- What Foreigners Can Actually Own
- Nominees, and the Gap Between Owning and Controlling
- The Unglamorous Part: Banking, Tax, and Filings
- Your Thai Partner Is a Partner, Not a Checkbox
- Owning a Company Doesn't Let You Work in It
- What the Ones Who Get It Right Do Differently
- The One Thing
Key Takeaways
- Incorporating a company is one piece of the puzzle. Foreign ownership rules, directors, signing authority, banking, VAT, withholding tax, payroll, and work permits all stack on top of it.
- There’s no blanket “foreigners can only own 49%” rule. The activity decides what’s possible, and the activity should drive the structure, not the other way round.
- Nominee arrangements still happen, but authorities now look hard at who paid for the shares, who benefits, and who controls the money. Build something you can defend.
- Owning a Thai company gives you no automatic right to work in it. Ownership, permission to stay, and permission to work are three separate questions.
- The most expensive problems rarely start with tax. They start when two shareholders remember the deal differently.
- Compliance feels overwhelming at first and is genuinely manageable with the right systems. Good compliance is cheaper than fixing bad compliance later.
Meet Asia Bashir
Asia Bashir is a qualified tax advisor and accountant (ATT, CIMA) with more than 20 years of experience. She began her career with Fortune 500 companies including Rolls-Royce, Siemens, and HSBC before founding A to Z Finance Solutions, an international accounting and advisory firm with offices in Birmingham, Bangkok, and Dubai. Her team works in English and Thai.
Her work starts well before any paperwork. “For me it’s about understanding a client’s situation, and what they want to achieve, both personally and for the business,” she says. “Proper fact-finding first, then clear goals, then the right recommendations. From there we build a roadmap that supports both their personal objectives and their long-term business ambitions.”
The client base runs from first-time founders to established investors. “We work with owner-managed businesses, international entrepreneurs, and foreign investors,” she says, “on company formation, bookkeeping, VAT and withholding tax, payroll, and half-year and full-year reporting for both companies and individuals, as well as formal tax reviews to find the savings, schemes, and reliefs available to them.”
What she thinks sets the firm apart is the relationship, not the ledger. “Most of our clients don’t just want an accountant. They want a business and tax advisor who understands their wider objectives and looks after their interests,” she says. “Someone they can sit down with, talk through what they’re trying to do, and get practical advice in plain English. Our team speaks English and Thai, which makes a real difference for foreign owners here.”
Registering the Company Is the Easy Part
The single most common misconception, Bashir says, is the one that sounds the most reasonable: “I’ll just open a Thai company and start trading.”
Incorporating is one piece of the puzzle. Sitting on top of it are foreign ownership restrictions, directors and signing authority, banking, VAT and withholding taxes, accounting deadlines, the balance of Thai and foreign staff on payroll, and visas and work permits. None of that shows up on the certificate of incorporation, and all of it decides whether the business can actually function.
She’s also firm that the ground has shifted. What worked ten or fifteen years ago doesn’t anymore, and the authorities have become far more sophisticated about how foreigners are linked to businesses.
“Build for the environment we have today, not the one from ten or fifteen years ago,” she says. “Thailand is changing, and the old shortcuts don’t hold up.”
That’s her advice to founders who spend their energy in the wrong place: leave the compliance to people who do it every day, and put your own time into building the business.
What Foreigners Can Actually Own
The 49% figure is the first thing most people quote back to her, usually as a problem to solve. She pushes against the framing.
There is no single rule saying foreigners can only ever own 49% of a Thai business. It depends entirely on the activity. Some activities allow majority or even 100% foreign ownership, including BOI-promoted activities and cases where the right permission or a foreign business certificate or licence is available.
The trouble starts with the question itself.
“The mistake starts when someone asks, ‘How do I get around the 49% rule?'” she says. “The right question is, ‘What exactly does this business do, and what’s the most appropriate legal route for that activity?’ The business model should drive the structure.”
The same instinct explains why she is wary of structures that look tidy on paper. A Thai-majority company can seem completely simple: the Thai shareholder holds more than half, the foreign investor holds the balance. Then the real questions start.
“Who actually paid for the shares? Who really owns them? Who makes the decisions? Who controls the bank account? What is the company actually doing?” she asks. “That’s where something that looks simple on paper becomes a lot more complicated.”
Nominees, and the Gap Between Owning and Controlling
Ask her whether nominee ownership is dead and she doesn’t pretend it’s gone. She just won’t recommend it.
“Does it still happen? Yes. Would we advise a client to build a business around it? No.”
The reason is that the authorities are now interested in substance, not paperwork: where the investment money came from, whether the shareholder genuinely has the financial capacity to invest, and who is really benefiting from and controlling the business. Founders, she argues, should ask themselves how many millions they’re putting into a structure that can be unpicked later. This is the same substance-over-paperwork test now driving Thailand’s nominee business crackdown.
That leads to the distinction she thinks matters most, and the one foreigners most often miss: the difference between legal ownership and actual control. Some investors assume the Thai shareholder can hold 51% on paper while they run everything behind the scenes.
“A genuine Thai shareholder is an owner, not a name being temporarily borrowed,” she says.
Shareholder agreements, directors, signing authorities, reserved matters, and commercial protections are all normal parts of structuring a company. What you can’t do is manufacture a Thai-majority company on paper and then arrange everything else so the Thai shareholder has no real economic stake. There has to be substance behind the structure.
The Unglamorous Part: Banking, Tax, and Filings
Banking is where optimism meets the compliance desk. Bashir won’t promise anyone that opening an account is quick.
“Banks are far more cautious now around KYC, source of funds, fraud, and mule accounts,” she says. For a corporate account, the bank may want to understand the directors, shareholders, and signing authority, the nature of the business, the expected transactions, and the source of the investment. For a personal account, a lot rides on your immigration status and your documents. Every bank runs it differently, which is why she treats banking as something to plan from day one rather than an afterthought.
Tax and bookkeeping are where the first-year mistakes cluster, and the biggest one is simply underestimating how many filings compliance involves. Monthly obligations start straight away, and depending on the company there may be VAT and payroll filings, supporting tax documentation to keep, and withholding tax and half-year and full-year obligations on top.
The other recurring error is mixing personal and business spending. From day one the business has to be run as a proper company: its own bank account, the right invoices and receipts, transactions recorded, the bank reconciled, payroll run correctly, and returns filed on time.
If that list sounds overwhelming, she says that’s the trap founders fall into from the other direction. VAT, withholding tax, monthly bookkeeping, payroll, half-year and annual accounts feel like a lot until the systems are in place. Get the accounting software set up properly, run clear monthly processes with the right documents, know the deadlines, and give one person real ownership of it, and it becomes routine.
“We always advise founders to spend their time and energy on building the business, while we take care of the compliance,” she says.
Her one piece of hard advice on cost: don’t hire on price alone.
“Don’t pick an accountant purely on the lowest monthly fee,” she says. “Good compliance is cheaper in the long run than fixing bad compliance after the fact.”
Your Thai Partner Is a Partner, Not a Checkbox
When there’s a genuine Thai partner in the picture, Bashir wants founders to treat that relationship as a business relationship, not a legal formality to satisfy.
“If you have a genuine Thai business partner, treat them as a business partner, not just a legal requirement,” she says. “Agree the commercial expectations up front: investment, dividends, responsibilities, decision-making, exit arrangements, and what happens if the relationship breaks down.” Skip that conversation and you store up the most expensive kind of problem.
“The most expensive problems don’t start with tax,” she says. “They start when two shareholders have a different understanding of what was agreed.”
She’s careful not to turn culture into a caricature, because every person and business is different, but communication styles do differ. Foreign entrepreneurs often want an immediate yes or no and can be very direct when something goes wrong. Thai business culture can be more relationship-driven and less confrontational. Neither is better; you have to learn to work with both. Her fix is unglamorous and effective. “For me it comes down to clarity: responsibilities in writing, agreed deadlines, proper reporting, and regular communication,” she says. “A lot of what gets called a cultural problem is really a management problem.”
Owning a Company Doesn’t Let You Work in It
One misunderstanding catches people out more than any other on the immigration side: they assume that owning the company means they’re allowed to work in it.
Holding shares and being a director are not automatic rights to work in Thailand. Your visa status, your permission to stay, and your permission to work are separate issues, and each has to be handled properly. The route depends on the business activity and structure, whether that’s the standard Non-B visa and work permit for a qualifying business, BOI, or another scheme.
What the Ones Who Get It Right Do Differently
Bashir won’t name clients, but she’ll happily describe the two patterns she sees, because they’re consistent.
“The successful ones respect Thailand without being intimidated by it,” she says. They don’t arrive assuming everything should work exactly like the UK, Dubai, or Singapore. They learn how to operate locally, surround themselves with good Thai staff and good advisors, and build real relationships. Concretely, they talk to advisors before committing serious money, they understand what they own, they choose the right structure, they budget properly for tax and staffing, they set up accounting and banking from day one, and they build a reliable local team so the business can get on with growing.
The ones who struggle tend to do the exact opposite. They find the cheapest person to incorporate the company, take whatever shareholder arrangement they’re offered, start trading immediately, and only think about accounting, tax, work permits, or shareholder rights once a problem appears. By then it’s usually too late to repair the damage.
“I don’t believe a good idea has to stay small,” she says. With a strong concept, strong management, and the right structure, there’s no reason a foreigner can’t build a very substantial business here. The strongest founders she sees are the ones who pair international experience with local understanding.
The One Thing
Asked to compress all of it into a sentence, she doesn’t hesitate:
“Don’t look for shortcuts. Thailand offers huge opportunities for foreign entrepreneurs, but success comes from getting the right structure from day one and building the business properly for Thailand, rather than expecting Thailand to adapt to how you did business somewhere else, and then focusing on growth.”
Want to talk it through with Asia’s team? A to Z Finance Solutions offers a free initial consultation for expats and businesses in Thailand, covering accounting, tax, compliance, and cross-border structuring. You can get in touch here.
Asia Bashir is a UK-qualified accountant and tax advisor at A to Z Finance Solutions, working with foreign entrepreneurs, owner-managed businesses, and international investors in Thailand on company formation, bookkeeping, tax, and compliance. Her team works in English and Thai.
