A Thai company in which foreigners hold half or more of the registered capital is treated as a "foreigner" under the Foreign Business Act B.E. 2542 (1999). If its activity appears on one of the Act's three restricted lists, it needs a Foreign Business Licence (FBL, Section 17) or a Foreign Business Certificate (FBC, Section 12) before it starts trading. Many investors first obtain promotion from the Board of Investment (BOI) and then use the BOI certificate to apply for an FBC, which involves a lighter review than a Section 17 licence. Companies without a promotable activity apply for the FBL directly. US-majority companies may qualify for a certificate under the Thai–US Treaty of Amity instead.
Last reviewed: 2026-10-04 · General information only, not legal advice for your specific case
Start with ownership and the real activity, not the incentive
Investors often open the conversation by asking whether they can "get BOI". The more useful first question is who will own the shares and what the company will actually do day to day. Those two facts decide which law applies. Under the Foreign Business Act, a juristic person with foreign shareholding of 50% or more of capital is a foreigner, regardless of whether its directors are Thai.
The Act sorts restricted businesses into three lists. List One covers activities closed to foreigners for special reasons, such as rice farming, land trading and newspaper publishing. List Two covers national security, culture and natural resources, and needs ministerial permission with Cabinet approval. List Three covers businesses in which Thai operators are considered not yet ready to compete. It includes a broad catch-all for "other service businesses", which is why most foreign-owned service companies — consulting, marketing, contract software development, intra-group services — need either a licence or a certificate.
The reverse is also true. Manufacturing, and some wholesale and retail activity above the statutory minimum capital, may not appear on any list at all. In that case a majority-foreign company can operate without an FBL. Classifying the activity correctly at the start saves more time and money than filing a broad application "just in case".
- Genuinely Thai-majority company: outside the Act's restrictions, but nominee shareholding to disguise foreign control is a criminal offence for both sides.
- Foreign-majority company in a listed business: needs an FBL or an FBC before operating.
- US-majority company meeting the Treaty of Amity conditions: can apply for a certificate rather than a licence for many activities.
- Company promoted by the BOI or approved by the Industrial Estate Authority: applies for a Section 12 certificate covering the promoted activity.
BOI plus FBC compared with a direct FBL
BOI promotion and the FBL are often confused. They come from different agencies with different aims. The BOI grants incentives to attract activities Thailand wants; the Department of Business Development (DBD) at the Ministry of Commerce issues the licence or certificate that lets a foreigner operate a restricted business.
| Issue | BOI promotion + FBC | FBL under Section 17 |
|---|---|---|
| Main agency | BOI first, then FBC at the DBD | DBD, after review by the Foreign Business Committee |
| Best suited to | Activities on the BOI's promotable list, e.g. digital, high-tech manufacturing, regional headquarters functions | General services with no matching BOI category |
| Benefits | Possible corporate income tax exemption, import duty exemption on machinery, land ownership for the project, visa and work permit facilitation | The right to operate the licensed activity only; no tax incentives |
| What is assessed | Project feasibility, investment amount and category-specific conditions | Impact on Thai businesses, employment, technology transfer and why the activity needs a foreign operator |
| Ongoing duties | Progress reports and compliance with the promotion certificate conditions | Licence conditions such as minimum capital and debt-to-equity limits |
How a BOI application works
1. Match the activity to a promotable category
Each BOI category has its own minimum investment, shareholding rules and technical conditions. If the business mixes several activities, separate the promoted part from the rest early, because only the promoted part receives incentives.
2. Prepare a realistic project plan
Investment amount and source of funds, hiring plan, production or service process and revenue forecast. Figures you submit become conditions on the certificate, so avoid numbers you cannot meet.
3. File online and answer follow-up questions
The BOI accepts applications through its electronic system and may call the applicant to present the project. Clear, specific answers reduce rounds of revisions.
4. Accept the approval and receive the certificate
After approval, accept within the stated deadline and set up or recapitalise the company exactly as described in the application.
5. Apply for the FBC and use other rights
Take the promotion certificate to the DBD for a Foreign Business Certificate, and use BOI facilitation for visas and work permits for foreign experts.
How a direct FBL application works
Where no BOI category fits, the remaining route is a licence under Section 17. Applications usually slow down because the applicant cannot explain how the business benefits Thailand. The Act sets a 60-day consideration period from receipt of a complete application, but actual time depends on how complete the file is and how many clarifications are requested.
1. Define the business narrowly
State the actual service, the customers, and why a foreign company is needed. Very broad scopes attract requests for more information.
2. Bring in qualifying capital
Licensed businesses must meet the minimum capital set by ministerial regulation, remitted from abroad with bank evidence of the transfer.
3. Assemble supporting documents
Company affidavit, shareholder list, business plan, Thai hiring plan, technology transfer plan and proof of premises.
4. Explain the case to the committee
Prepare Thai-language explanations of the impact on Thai operators and the benefit to the economy, consistent with the business plan.
5. Receive the licence and comply
Follow the attached conditions on capital maintenance, reporting and notification of changes.
Documents usually required
The cross-border paperwork is where our notary public and translation team help most directly. Foreign shareholders usually sign abroad, so the order of notarisation, translation and legalisation has to be planned as one package. Thailand acceded to the Apostille Convention on 30 June 2026, and the Convention enters into force for Thailand on 28 February 2027. Until then, foreign documents still need legalisation through a Thai embassy or consulate in the normal way.
- Current company affidavit and memorandum of association
- Shareholder list (Bor Or Jor 5) and passport copies of foreign shareholders and directors
- Corporate documents of any foreign corporate shareholder, notarised in the home country, legalised through a channel Thai agencies accept, and translated into Thai
- Evidence of inward capital remittance, such as a bank foreign-exchange transaction certificate
- Business plan, financial projections and hiring plan
- Proof of premises, such as a lease and location map
- Power of attorney for the person filing on the company's behalf, with signature certification if signed abroad
After approval: what comes next
Approval is a starting point. Promoted companies must report progress and use their rights within the approved scope. A frequent risk is drifting into activities outside the promotion certificate without a separate licence — for example, a promoted software company that starts taking general consulting work.
Follow-on work clients typically need includes visas and work permits for foreign executives, bookkeeping and the annual statutory audit, VAT filings, payroll and social security. We connect these so the figures in BOI reports, financial statements and work permit files come from one data set and do not contradict each other.
Risks to understand before you start
- Using Thai nominees to hold shares on a foreigner's behalf is a criminal offence for the nominee and the person who arranges it.
- Operating a listed business before the licence is granted is an offence even if the application is pending.
- A later share transfer that brings foreign ownership to 50% or more changes the company's status immediately.
- Inflated investment or hiring figures in a BOI application become binding conditions.
Frequently asked questions
Does a company with 49% foreign shareholding need an FBL?
Generally no, because the Act treats a company as foreign from 50% of capital. The Thai shareholders must invest genuinely rather than as nominees, and if a Thai shareholder is itself a company, its own ownership is examined as well.
Do we need both BOI promotion and an FBL?
With BOI promotion, the company applies for a Section 12 certificate (FBC) instead of a Section 17 licence for the promoted activity. Activities outside the promotion may still need a separate licence.
Can a US company use the Treaty of Amity for any business?
No. The Treaty excludes activities such as communications, transport, deposit-taking banking and land trading, and requires majority American ownership. A certification letter from the US Embassy is needed first.
How long does it take?
The Act sets 60 days for an FBL decision once the file is complete. BOI timing depends on the project type and size. Real timing depends on completeness and follow-up questions, so we estimate case by case after reviewing your information.
Do shareholders abroad need to travel to Thailand?
Usually not. Shareholders sign documents and powers of attorney abroad, have them notarised locally and legalised through an accepted channel, and the documents are then translated into Thai.
Official sources
Related services
Send us your shareholding and business outline
Tell us who will hold the shares and what the company will do. We will reply with the route that fits, the documents needed and the order to prepare them in.
Contact the team