In more detail

• Eligible companies: In order to be eligible for registration to obtain benefits under the Bill, startups must operate the business and possess certain qualifications as delineated in the Bill, including conditions on the maximum years in operation, maximum limit of annual revenue, dividend payment and ownership restrictions. Additionally, businesses must submit specific documents to the government to certify their eligibility, and renew this certification annually by submitting updated documentation.
• Key benefits for startups registered under the Bill: Startups registered under the Bill will benefit from being exempted from certain restrictions under general law, particularly the Civil and Commercial Code of Thailand (such as limitations on offering shares to the public, holding their own shares (through either share buybacks or allocation from capital increase), and converting preferred shares into ordinary shares), subject to the conditions as delineated in the Bill. They will also be eligible for financial support from the government, and receive assistance in scaling their businesses and connecting with other ecosystem players, in accordance with schemes and conditions to be implemented.
• The NIA and Startup Promotion Committee: The NIA will serve as the primary governmental authority and coordinator responsible for driving the promotion and development of Thailand's startup ecosystem. In addition, a Startup Promotion Committee will be established to formulate and implement national policies for startup development, whose members will comprise experts from relevant fields and representatives from the governmental and private sectors (including the Secretary-General of the Securities and Exchange Commission, the Secretary-General of the Thailand Board of Investment, and the President of the Digital Economy Promotion Agency).

Qualifications of companies for registration as a startup under the Bill

To be eligible for registration as a startup under the Bill, a company must meet specific qualifications, including:

1. Being a limited company in operation no longer than a period of 10 years from the date of incorporation to the date of submission of documents for registration as a startup under the Bill
2. Having an average annual income based on income over the past three years not exceeding THB 300,000,000, calculated according to methods to be announced by the Startup Promotion Committee (which may vary by the type of business)
3. Never having declared dividends
4. Not being under the control of another entity through shareholding, except where the controlling entity is either (1) a registered startup, or (2) a company established by a higher education institution or by a higher education institution jointly with other entities for the purpose of commercializing academic research and innovation under relevant regulations

Eligible companies must submit relevant documentation to certify their qualifications to the NIA, and the NIA will review and publish the list of registered startups on their website.

Key benefits for startups registered under the Bill

Startups registered under the Bill will enjoy key rights and benefits, including:

1. The right to offer shares or debentures to the public, subject to shareholder approval and compliance with applicable securities laws
2. The ability to hold their own shares acquired through share buybacks or allocations from capital increases, capped at 20% of total share capital. Such shares shall be non-voting and non-dividend bearing, and subject to conditions on permitted use.
3. The right to convert preferred shares in the company into ordinary shares, if explicitly allowed in the articles of association of the company
4. The ability for investors who are debtors of the company to b by offsetting the debt against the payment for shares in lieu of cash

The registered startups will receive benefits under the Bill for a period of five years (extendable for up to 10 years under specific conditions). Additionally, they must employ a minimum number of Thai nationals throughout the benefit period, with the exact number to be announced by the Startup Promotion Committee.

Responsibilities of the NIA and Startup Promotion Committee

The NIA will act as the main governmental agency responsible for supporting the development of startup businesses and facilitating connections between startups and relevant private and public sector stakeholders.

Key authorities and responsibilities of the NIA include, among others:

• Proposing schemes, rights and benefits, or other arrangements for the development and promotion of startups, in accordance with the national science, research, and innovation policy, to the Startup Promotion Committee for consideration
• Approving and providing monetary support or financing to startups, in accordance with the terms and conditions to be prescribed
• Entering into memoranda of understanding or cooperation agreements with domestic and international entities, including financial institutions, universities, and private sector partners
• Providing support and advice to startups in connection with the registration as a startup under the Bill, business scaling, and innovation developments
• Acting as the central source of startup-related information and publishing relevant data for public access

The Startup Promotion Committee will be responsible for high-level policy and regulatory oversight. Key authorities and responsibilities include, among others:

• Formulating and implementing national policies for startup development and promotion
• Prescribing schemes, rights, and benefits, or other arrangements in accordance with Thailand's strategic science, research, and innovation framework
• Proposing amendments to laws and regulations to facilitate startup growth and competitiveness

Endnotes

The hearing for the Bill closed to public opinion on 27 October 2025. Following this, the Bill will be submitted to the Parliament for review and approval. As the Bill offers substantial benefits for startups and promises to mitigate fundraising pain points in Thailand, which could potentially streamline the process and reduce administrative burdens, startups and investors should keep an eye on further developments and progress of this Bill. We will keep you posted on any further updates.