Registering a Legal Entity in Thailand: A Deep Dive into Ltd. Partnership vs. Limited Company

When starting a business with 2 or more people, entrepreneurs often hesitate between registering a limited partnership (หจก.) or a limited company (บจก.).

Both are legal entities, but they differ significantly in structure, registration steps, and liability.

1. Capital Structure and Investment

• Limited company: registered capital must be divided into equal-value shares, with a statutory minimum of 5 baht per share and an initial call of at least 25 percent of all share values.
• Limited partnership: contributions are more flexible: cash, assets, or labour may be contributed (except by limited-liability partners), and capital need not be divided into equal shares.

2. Participants and Liability

• Limited company: every shareholder has limited liability only up to unpaid share capital, clearly separating personal and company assets.
• Limited partnership: it has limited-liability partners, liable only for their contributions, and unlimited-liability partners, jointly liable for all debts without limit. The managing partner must come from the unlimited-liability group.

3. Different Registration Procedures

Both structures begin by reserving a legal-entity name through the DBD’s online system, but the subsequent processes differ:

• Limited company (บจก.): has a more formal process: register the Memorandum of Association (บอจ.2), open share subscriptions, hold an incorporation meeting to consider regulations and elect directors, call at least 25 percent of shares, then apply within 3 months after the meeting.
• Limited partnership (หจก.): is simpler: the partners make a partnership agreement and the managing partner can immediately apply to the registrar, without share subscriptions or a formal incorporation meeting.

4. Documents and Government Fees

• Document codes: limited companies use the “บอจ.” forms (such as บอจ.1, บอจ.3, and บอจ.5), while partnerships use “หส.” forms (such as หส.1 and หส.2).
• Fees: registering a limited company costs more than registering a limited partnership.

Structure	Paper filing (Walk-in)	Online filing
Limited company (บจก.)	Approximately 5,500 baht	Approximately 2,750 baht
Limited partnership (หจก.)	1,000 baht	500 baht

5. Post-Registration Obligations

A limited company has stricter legal requirements, including a mandatory annual general meeting and financial statements audited only by a CPA.

A small limited partnership (capital not exceeding 5 million baht, and revenue and assets not exceeding 30 million baht) may use a tax auditor (TA), which can reduce long-term costs.

Limited Partnership vs. Limited Company: Summary

Point	Limited partnership (หจก.)	Limited company (บจก.)
Capital	Flexible cash/assets/labour	Shares, minimum 5 baht/share
Liability	Both limited and unlimited partners	Shareholders have limited liability
Registration	Simple agreement and filing	Formal share subscription and incorporation meeting
Forms	“หส.” series	“บอจ.” series
Online fee	500 baht	Approximately 2,750 baht
Auditor	TA allowed for small entities	CPA only
Best suited to	Lower-cost family/small businesses	Businesses seeking credibility and expansion

In summary, a limited partnership suits family or small businesses seeking flexibility and low cost; a limited company suits businesses seeking credibility, separation of personal liability, investment, or broader expansion.

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