Thailand is positioning itself as one of Southeast Asia’s most exciting destinations for startup growth. As the government accelerates its investment in digital infrastructure, research, and innovation, a new legislative initiative — the Draft Startup Promotion Act (“Bill”) — aims to transform the country into a competitive innovation hub.
The Bill, which recently completed a public hearing round in October 2025, tackles long-standing pain points faced by Thai startups: complex legal restrictions, administrative burdens, and fundraising limitations. Once passed, it will empower startups with new rights, government support, and simplified legal mechanisms previously unavailable under general Thai law.
What Is the Draft Startup Promotion Act?
The Bill introduces a dedicated legal framework specifically designed to support startup growth. It provides eligibility-based benefits, new fundraising tools, and clearer regulatory direction — coordinated primarily through the National Innovation Agency (NIA).
By streamlining processes and removing outdated legal hurdles, the Bill aims to:
- Encourage innovation-driven enterprises
- Support technology transfer and commercialization
- Reduce fundraising and operational bottlenecks
- Strengthen Thailand’s competitiveness in the regional startup economy
Who Qualifies as a “Startup” Under the Bill?
To register as a startup and receive benefits under the Bill, a company must meet all of the following criteria:
1. Limited Company Status & Age Requirement
The company must be a Thai limited company operating for no longer than 10 years from its incorporation date.
2. Revenue Threshold
Average annual income (based on the past 3 years) must not exceed THB 300 million, calculated according to methods later announced by the Startup Promotion Committee.
3. No Dividend History
The company must never have declared dividends.
4. Ownership Restrictions
The company must not be controlled by another legal entity, except when the parent is:
- A registered startup under this Bill, or
- A company established by a higher education institution to commercialize research and innovation.
5. Document Submission & Annual Renewal
Eligible companies must submit required documents for certification and renew annually.
Once approved, startups will be published on the NIA’s official list.
Key Benefits for Startups Registered Under the Bill
The Bill introduces several powerful benefits that override limitations found under the Civil and Commercial Code and other general laws.
1. Ability to Offer Shares or Debentures to the Public
Startups can raise funds more freely, with shareholder approval and compliance with applicable securities laws.
2. Share Buybacks and Treasury Shares (Up to 20%)
Startups may hold their own shares through:
- Share buybacks, or
- Allocation from capital increases
These shares will be non-voting and non-dividend-bearing.
3. Conversion of Preferred Shares to Ordinary Shares
If allowed in the Articles of Association, startups can convert preferred shares — a huge benefit for fundraising and startup investor relations.
4. Right to Offset Debt When Paying for Newly Issued Shares
Investors who are company debtors can pay for shares by debt offset, reducing cash flow pressures and enabling creative financing structures.
Duration of Benefits
Startups will enjoy these benefits for five years, extendable to 10 years under certain conditions.
Minimum Thai Employment Requirement
Registered startups must employ a minimum number of Thai nationals, to be later announced.
Role of the NIA and Startup Promotion Committee
National Innovation Agency (NIA)
The NIA will be the central authority responsible for:
- Providing financial support and innovation funding
- Approving benefit schemes
- Entering domestic and international cooperation agreements
- Advising startups on registration and scaling strategies
- Publishing startup data and ecosystem information
Startup Promotion Committee
A policy-level committee including major regulators such as the SEC, BOI, and DEPA.
Key responsibilities include:
- Implementing national strategies for startup development
- Prescribing rights, benefits, and schemes
- Proposing regulatory amendments to promote competitiveness
What Happens Next?
The public hearing closed on 27 October 2025, and the Bill will proceed to Parliament for review. If passed, it will significantly streamline fundraising and reduce administrative burdens on Thai startups, particularly those seeking investment or planning rapid scale-up.
Startups, investors, and founders should closely monitor this Bill, as it can materially reshape Thailand’s innovation ecosystem.z