Register a Private Limited Company in India from Thailand

How to Register a Private Limited Company in India from Thailand

India and Thailand share a growing economic relationship, elevated to a Strategic Partnership in April 2025 during PM Modi and PM Paetongtarn Shinawatra's meeting at the BIMSTEC Summit. Bilateral trade reached USD 19.07 billion in FY 2024-25, and Thailand has contributed cumulative FDI equity inflows of USD 1.47 billion into India from April 2000 to March 2025, ranking 27th among source countries.

The Private Limited Company is the most popular structure for Thai investors entering India, offering limited liability, a separate legal identity, and complete operational flexibility. A Pvt Ltd company registered in India allows Thai entrepreneurs and companies (Borisat Chamkat) to conduct any lawful business activity, raise equity capital, hire employees, and enter contracts independently.

Unlike a Branch Office or Liaison Office, a Pvt Ltd company is a standalone Indian entity that can generate revenue, repatriate profits, and scale operations without the restrictions imposed on unincorporated foreign offices. Both countries are ASEAN-India FTA partners, and the India-Thailand bilateral framework includes a revised DTAA (2015), BIMSTEC membership, and active trade and investment promotion through the Thai Board of Investment (BOI) and Invest India.

FDI Route and Regulatory Requirements

Thai investors benefit from India's liberalised FDI policy, which permits up to 100% foreign ownership in most sectors under the Automatic Route. Under this route, no prior approval from the Reserve Bank of India (RBI) or the Government of India is required. The Thai investor simply needs to notify the Regional Office of the RBI through an Authorised Dealer (AD) Category-I Bank after the investment is made.

Approximately 90% of all FDI inflows into India come through the automatic route. Sectors such as IT and BPO, e-commerce (marketplace model), manufacturing, pharmaceuticals (greenfield), food processing, infrastructure, and insurance (100%, raised from 74% and in force since 5 February 2026) enjoy 100% FDI under the automatic route. Certain sectors carry caps: single-brand retail allows 100% FDI with conditions, multi-brand retail is capped at 51%, and banking at 74%.

The Government Approval Route applies to sensitive sectors such as defence (above 74%), broadcasting, print media, and mining. Applications are processed through the Foreign Investment Facilitation Portal (FIFP) and typically take 8-12 weeks.

Press Note 3 Exemption

Thailand is not subject to Press Note 3 restrictions (which apply to countries sharing a land border with India such as China, Pakistan, Bangladesh, Nepal, Myanmar, Bhutan, and Afghanistan). Although Thailand is geographically close to Myanmar, it does not share a land border with India. This means Thai investments do not require prior government approval regardless of the sector, as long as the sector permits FDI under the automatic route.

DTAA Benefits for Thai Investors

The Double Taxation Avoidance Agreement between India and Thailand was originally signed on 22 March 1985 (in force from 1986) and comprehensively replaced by a new Agreement signed at Bangkok on 29 June 2015, which entered into force on 13 October 2015 (taking effect in Thailand from 1 January 2016 and in India from the financial year beginning 1 April 2016). The revised treaty modernised provisions for capital gains, permanent establishment, and information exchange to align with international standards.

Key Treaty Rates

Under the India-Thailand DTAA, dividends (Article 10) are taxed at a maximum of 10% of the gross amount in the source country (compared to the 20% domestic rate). Interest (Article 11) is capped at 10% of the gross amount, with a full exemption for interest derived by the Government, the Reserve Bank of India, the Bank of Thailand and the two Export-Import Banks. Royalties (Article 12) are limited to 10% of the gross amount if the recipient is the beneficial owner. Note that the India-Thailand treaty contains no separate Fees for Technical Services article: FTS is dealt with under Article 7 (business profits) or Article 22 (other income), which permits source-State taxation, so there is no 10% treaty cap on FTS and India's domestic rate under section 115A — 20% plus surcharge and cess — can apply. Thai service providers should take specific advice before assuming a 10% rate on technical service fees.

To claim DTAA benefits, the Thai entity must obtain a valid Tax Residency Certificate (TRC) from the Thai Revenue Department and provide Form 10F to the Indian entity. The revised 2015 treaty includes updated provisions on capital gains taxation that align with India's domestic law, removing earlier capital gains exemptions that were present in the 1986 treaty.

Permanent Establishment Threshold

Under the revised DTAA, a permanent establishment is deemed to exist when an enterprise furnishes services within India through employees or other personnel for a period aggregating more than 183 days within any 12-month period. Thai companies should structure their service delivery carefully to manage PE risk.

Document Requirements and Authentication

Thailand is currently not a member of the Hague Apostille Convention, though the Thai government approved accession to the convention in December 2025 and preparations are underway. Until Thailand's accession formally takes effect, Thai documents must undergo full embassy attestation (consular legalisation) to be legally recognised in India.

The authentication process involves attestation by Thailand's Ministry of Foreign Affairs (MFA) followed by legalisation by the Embassy of India in Bangkok. All Thai documents must be translated into English and the translation certified by the MFA before embassy attestation.

Documents Required from Thailand

• Passport copies of all proposed directors and shareholders — notarised, attested by Thai MFA, legalised by Embassy of India in Bangkok
• Address proof of foreign directors (utility bill or bank statement, not older than 2 months) — notarised, MFA attested, and Embassy legalised
• Board Resolution of the Thai parent company (Borisat Chamkat) authorising the Indian investment — attested through the same chain
• Certificate of Incorporation and company registration from Thailand's Department of Business Development (DBD) — attested
• Memorandum and Articles of Association of the parent company — attested, with certified English translation
• Power of Attorney authorising a representative in India to file incorporation documents
• Affidavit of Company Registration from the DBD — attested

Documents Required in India

• Digital Signature Certificate (DSC) for all directors — obtained from certified authorities like eMudhra or nCode (1-2 working days)
• Director Identification Number (DIN) for all proposed directors
• Proof of registered office address in India (rental agreement or ownership deed plus NOC from owner)
• Declaration and consent of directors (INC-9 and DIR-2)

Step-by-Step Registration Process

The entire company registration process in India is conducted online through the Ministry of Corporate Affairs (MCA) portal using the SPICe+ integrated form.

Step 1: Obtain DSC and DIN (1-3 Working Days)

All proposed directors must first obtain a Digital Signature Certificate (DSC) from a government-certified authority. Foreign directors must submit attested passport copies and address proofs. DIN applications for up to three directors can be integrated within the SPICe+ form itself.

Step 2: Name Reservation — SPICe+ Part A (1-3 Working Days)

Reserve your company name by filing SPICe+ Part A on the MCA portal. You can propose up to two names. The name must be unique, must not be similar to existing companies or trademarks, and must end with "Private Limited." The RoC fee for name reservation is INR 1,000.

Step 3: Incorporation Filing — SPICe+ Part B (3-5 Working Days)

Once the name is approved, file SPICe+ Part B with the Registrar of Companies (RoC). This integrated form simultaneously applies for: the company's PAN and TAN, EPFO and ESIC registrations, GST registration, Professional Tax registration (in applicable states), and bank account opening (through AGILE-PRO-S form).

Attach the e-Memorandum of Association (INC-33), e-Articles of Association (INC-34), and declarations from all directors. Pay the prescribed government fees based on the authorised capital.

Step 4: Certificate of Incorporation (Immediate upon Approval)

Upon verification by the RoC, the Certificate of Incorporation is issued electronically, containing the company's CIN (Corporate Identity Number), PAN, and TAN. The company is now a legal entity and can open a bank account and begin operations.

Step 5: Post-Incorporation Filings (Within 30 Days)

After the foreign investment is received, file Form FC-GPR with the RBI through the FIRMS portal within 30 days of share allotment. This is critical for foreign-invested companies, and delays attract a Late Submission Fee (LSF) of INR 7,500 plus 0.025% of the amount involved multiplied by the number of years of delay, capped at 100% of the amount involved.

Timeline and Costs

Realistic Timeline from Thailand

The end-to-end process from Thailand typically takes 4-7 weeks, broken down as follows:

• Document preparation and embassy attestation (Thailand): 7-12 working days (includes English translation certification by Thai MFA)
• DSC and DIN processing: 1-3 working days
• Name reservation (SPICe+ Part A): 1-3 working days
• Incorporation filing and approval (SPICe+ Part B): 3-5 working days
• Bank account opening: 3-4 weeks (can run parallel to other steps)
• FC-GPR filing with RBI: within 30 days of share allotment

Fee Breakdown

• Government fees (MCA): INR 3,000-15,000 (varies by authorised capital)
• DSC procurement: INR 1,500-2,500 per director
• Embassy attestation charges (Thailand): THB 800-2,000 per document (Thai MFA + Embassy of India)
• Document translation and certification: THB 500-1,500 per document
• Professional fees (CA/CS): INR 15,000-40,000
• Stamp duty: varies by state (typically 0.15% of authorised capital)
• Registered office rent: INR 5,000-25,000/month depending on city

There is no minimum capital requirement for a Private Limited Company in India. You can start with any amount of authorised capital, though a minimum of INR 1 lakh is commonly recommended for operational credibility.

Post-Registration Compliance

Once registered, your Indian Private Limited Company must maintain ongoing annual compliance obligations:

• Annual Return (MGT-7): filed within 60 days of the AGM
• Financial Statements (AOC-4): filed within 30 days of the AGM
• Annual General Meeting: held within 6 months of financial year-end
• Board Meetings: minimum 4 per year, at least one every quarter
• Income Tax Return: filed by 31 October (for transfer pricing cases, 30 November)
• GST Returns: monthly GSTR-1, GSTR-3B if applicable
• FLA Return: filed annually with the RBI by 15 July
• Transfer Pricing Documentation: required if there are international transactions with the Thai parent or affiliates
• FC-GPR and Annual Reporting: filed on the RBI FIRMS portal for any fresh allotment of shares to foreign investors

Common Challenges for Thai Companies

Embassy Attestation and Translation Requirements

Thailand is currently not a member of the Hague Apostille Convention (though accession is in progress as of December 2025). Thai documents require full embassy attestation through the Thai MFA and Embassy of India in Bangkok. Additionally, all Thai-language documents must be translated into English by a certified translator, with the translation certified by the MFA. This adds both time (7-12 working days total) and cost compared to English-speaking apostille countries like Singapore or Australia.

Resident Director Requirement

Every Indian Private Limited Company must have at least one director who has stayed in India for a total of at least 182 days during the financial year, per Section 149(3) of the Companies Act, 2013. Thai investors typically appoint a local professional or nominee director to fulfil this requirement. This resident director must have a valid DIN and DSC.

Banking Delays

Opening a bank account for a foreign-invested company can take 3-4 weeks due to enhanced KYC requirements. Indian banks require extensive documentation from foreign directors, including attested passports, address proofs, and video-KYC verification. Start the banking process immediately after incorporation.

Transfer Pricing Scrutiny

Transactions between the Indian subsidiary and the Thai parent are subject to transfer pricing documentation and the arm's length principle. India's transfer pricing regime is among the most actively enforced globally. Maintain robust documentation from day one, particularly for management fees, royalties, and intercompany loans.

Currency Remittance

Capital must be remitted in freely convertible foreign currency through normal banking channels. The Thai Baht (THB) has more international convertibility than some regional currencies, but Thai investors should confirm with their bank the most efficient conversion route (typically THB to USD) before remitting capital to India. Dividend repatriation from India requires a board resolution, CA compliance certificate, and routing through an AD Category-I Bank.

BIMSTEC Opportunity

Both India and Thailand are members of BIMSTEC (Bay of Bengal Initiative for Multi-Sectoral Technical and Economic Cooperation). The India-Thailand Strategic Partnership elevated in April 2025 creates new opportunities in digital economy, semiconductors, tourism, and connectivity. Thai companies entering India are well-positioned to leverage this bilateral momentum.

Frequently Asked Questions

Can a Thai Borisat Chamkat directly register a Private Limited Company in India?

Yes. A Thai Borisat Chamkat (Thai private limited company) or any other Thai corporate entity can directly invest in and register a Private Limited Company in India. The investment can proceed under the automatic route in most sectors without prior government approval. The Thai company's DBD registration documents and board resolution must be attested through the Thai MFA and Embassy of India in Bangkok.

Is there a minimum capital requirement to register a Pvt Ltd company in India from Thailand?

No. There is no mandatory minimum capital requirement for a Private Limited Company in India. You can start with any amount of authorised share capital. However, a minimum of INR 1 lakh is commonly recommended for practical purposes and banking credibility.

How long does it take to register a Private Limited Company in India from Thailand?

The entire process typically takes 4-7 weeks from Thailand, including document attestation and translation (7-12 days), DSC and DIN processing (1-3 days), name reservation (1-3 days), and incorporation filing and approval (3-5 days). Bank account opening runs in parallel and takes an additional 3-4 weeks.

Do I need to physically visit India to register the company?

No. The entire incorporation process can be completed remotely. Documents are attested in Thailand through the MFA and Embassy of India, filed digitally on the MCA portal, and signed using Digital Signature Certificates. However, some banks may require in-person verification or video-KYC for account opening.

Will Thailand join the Hague Apostille Convention soon?

Thailand's government approved accession to the Hague Apostille Convention in December 2025, and preparations are underway. Until formal accession takes effect (expected within 1-2 years), Thai documents still require full embassy attestation. Once Thailand joins, the document authentication process will be simplified to a single apostille stamp, reducing time from 7-12 days to 3-5 days.

What are the DTAA benefits for Thai investors in India?

The India-Thailand DTAA (revised 2015) provides withholding tax rates of 10% on dividends (Article 10), 10% on interest (Article 11) and 10% on royalties (Article 12) — lower than the 20% domestic rates. The treaty has no separate fees-for-technical-services article, so FTS is not capped at 10%: it falls under business profits or other income, and India's domestic section 115A rate of 20% plus surcharge and cess can apply. The Thai entity must provide a Tax Residency Certificate from the Thai Revenue Department and Form 10F to claim these benefits.

Is Thailand subject to Press Note 3 restrictions for investing in India?

No. Press Note 3 applies only to countries sharing a land border with India (China, Pakistan, Bangladesh, Nepal, Myanmar, Bhutan, and Afghanistan). Although Thailand is geographically close to Myanmar, it does not share a border with India. Thai investments are exempt and can proceed under the automatic route.