For SME owners in Chiang Mai and across the country, starting a business by registering a company usually comes with one important question: what is "registered capital", and why does it matter to our business? YMTD Accounting Partner Chiang Mai understands these questions and is ready to answer every key point, so that you can run your business confidently and lawfully, updated for 2026.

Registered capital is the amount of money a company declares it will use to run its business, as stated in the memorandum of association. It is legally binding and shows the company's liability and the scope of its investment. Understanding this thoroughly is essential, especially for a growing SME, because it affects credibility, business opportunities and the liability of the shareholders.

What is registered capital? The definition you need to know in 2026

Under Thai law in 2026, registered capital means the total value of the shares that the company has set and stated in its memorandum of association on the date the company is registered with the Department of Business Development (DBD), Ministry of Commerce.

The difference between registered capital and paid-up capital

  • Registered capital: the maximum amount the company intends to invest in the business. It acts as a ceiling that the company is entitled to call up from shareholders in future, and it need not all be called up at once.
  • Paid-up capital: the amount shareholders have actually paid for their shares as at a given date. It may be part of the registered capital or the full amount.

Under current law, a limited company can register with only 25% of the registered capital paid up at the first call, but deciding on the right figure depends on several factors.

Setting the share value and dividing the shares

In general, shares of a Thai limited company usually have a par value of 10 baht per share, but the law does not fix this; it can be set as appropriate, provided it is not less than 5 baht. In practice, 100 baht or 1,000 baht per share is also common. The number of shares depends on the registered capital and the share value chosen; for example, with registered capital of 1,000,000 baht and a share value of 100 baht, there will be 10,000 shares.

Why does registered capital matter to your SME in 2026?

Setting the registered capital is not just a figure to fill in on a form; it is at the heart of how the business operates in several respects.

1. Building credibility and stability

  • With trading partners and customers: a company with appropriate registered capital shows financial stability, giving partners and customers confidence in doing business with it.
  • With financial institutions: it is a key factor when loans or credit lines are considered, especially for SMEs that want to expand.
  • With government agencies: bidding for government work or projects, or applying for certain licences, may require a minimum registered capital.

2. Effect on shareholders' liability

The liability of shareholders in a limited company is limited to the amount still unpaid on their shares. This means that if the company has debts, each shareholder is liable for no more than the unpaid value of the shares they hold. Setting an appropriate registered capital therefore also sets the limit of this liability.

3. Long-term tax and financial planning

Although registered capital does not immediately or directly affect the calculation of corporate income tax, it is part of the financial structure that affects how capital is used, investment and cash-flow management in future. It may also relate to the wear-and-tear and depreciation deductions on assets bought with that capital in future.

4. Legal requirements for certain types of business

For certain types of business, or where the company needs a special licence, such as a tour operator licence, a licence to establish a school, or a company applying for investment promotion from the BOI, there may be minimum registered capital requirements that must be strictly met.

The registered capital must therefore be decided carefully, taking into account the real funding needs of the business, future expansion plans and the level of credibility required. YMTD Accounting Partner Chiang Mai is ready to advise you on choosing the most appropriate figure.

Steps and documents for registering capital (2026 update)

Registering the registered capital is part of the process of registering a limited company, which has steps and documents that need to be prepared.

1. Reserving the company name

Start by reserving the company name with the Department of Business Development (DBD). This can be done online and does not take long.

2. Preparing the memorandum of association

This key document states the basic details of the company, such as:

  • The reserved company name
  • Where the head office is located (for example, YMTD Accounting Partner is located in Chiang Mai)
  • The objectives of the company
  • The registered capital and division of shares
  • The name, address, occupation and number of shares each promoter will subscribe

3. The statutory meeting

The promoters and all share subscribers must meet to appoint the directors, set the directors' authority, fix the total number of shares to be issued and adopt the articles of association (if any).

4. Paying for the shares

Shareholders must pay the company at least 25% of the value of each share they have subscribed.

5. Registering the company

Take all the documents to register the limited company with the Department of Business Development (DBD), either at the head office in Bangkok or, for business owners in Chiang Mai, at the Provincial Commercial Office.

Additional key documents to prepare

  • Form Bor.Or.Jor.2 (memorandum of association) and Bor.Or.Jor.3 (articles of association, if any)
  • Copies of the national ID card and house registration of every director and shareholder
  • Evidence of payment for the shares (such as a receipt or a certificate of receipt of payment)
  • A map of the head office
  • Other documents required by law or by the nature of the business

These processes may look complicated, but having a specialist in accounting services in Chiang Mai such as YMTD Accounting Partner to guide you will help your company formation and capital registration go smoothly and in line with the law for 2026.

Accounting services in Chiang Mai: common registered capital mistakes SMEs should avoid

Handling registered capital incorrectly can cause both short-term and long-term problems for an SME, especially on the legal and tax side. These are the common mistakes that YMTD Accounting Partner Chiang Mai sees and would like you to avoid.

1. Setting registered capital unrealistically high without the funds to back it

Some business owners think that registering a high capital will build credibility, but without real funds behind it, or without actually calling up the money from shareholders in the proportion stated, problems can follow when there is an audit, or, if the company later needs to increase its capital, it may find there are not enough funds to actually pay in.

2. Setting registered capital too low

Conversely, setting the registered capital too low can also be harmful, especially in terms of:

  • Credibility: a company with very little registered capital may be seen as lacking stability, making it hard to obtain loans or bid for large contracts
  • Business restrictions: certain types of business, or applications for special licences, may have minimum registered capital requirements that must be met

3. Not understanding the difference between registered capital and paid-up capital

This is the most common confusion. Thinking that the registered capital is all cash the company actually has can lead to poor financial decisions. Understand that registered capital is the ceiling, and paid-up capital is the money that has actually come in, which may be 25% of the registered capital at the start.

4. Not calling up the share payments as agreed

Once the company has called up payment for shares from the shareholders, the shareholders are obliged to pay by the due date. If they do not pay, or cannot actually pay, this can cause problems in the accounting records and become a legal issue later.

5. Not consulting a specialist before deciding

Decisions about registered capital should be based on the business plan, the operating timeline, the type of business and future goals. Not consulting accounting and legal specialists can mean missed opportunities or unnecessary problems.

YMTD Accounting Partner Chiang Mai has a team of specialists in accounting services in Chiang Mai ready to advise you in detail, so that your SME can set and manage its registered capital appropriately and in line with the law for 2026.

Summary: plan your registered capital well and your SME can go far in 2026

Registered capital is not just an accounting figure; it is a key foundation that affects the strength, credibility and long-term growth prospects of an SME. A thorough understanding, careful planning and compliance with the relevant laws and regulations in 2026 are therefore essential.

For business owners in Chiang Mai and across the country, if you have questions about setting registered capital or forming a company, or need complete accounting services in Chiang Mai, you need not worry any longer.

YMTD Accounting Partner Chiang Mai is ready to be your adviser and business partner, serving you with expertise, honesty and an understanding of SME needs, so that you can focus fully on running your business without worrying about complicated paperwork and regulations.

Contact YMTD Accounting Partner Chiang Mai today for a solid business plan!

Tel: 081-542-3019

LINE: @ymtd