BOI Promotion & Foreign Business Licensing

The most common mistake foreign investors make is choosing a structure before defining the activity precisely. Thai law looks at what the business actually does, not at the objectives written in the registration. A company described as "consulting" that in practice sells goods and issues tax invoices will be assessed on the real activity. We therefore map your operation step by step — who buys, where payment lands, who delivers the service and how many foreign staff are involved — before concluding which list the activity sits on.

Once that is settled we set out every viable route side by side: a Thai-majority company, a Foreign Business Licence, BOI promotion, or a representative office limited to support activities. Each differs in time cost, employment conditions, reporting burden and room to expand later. The decision should be made against a three to five year plan, not simply on what is quickest to open.

Holding shares through Thai nominees to sidestep ownership limits is unlawful, and in practice authorities can test it retrospectively from several angles: the source of the Thai shareholder’s funds, the absence of income or assets to support the investment, no participation in shareholder meetings, or agreements handing full control to the foreign party. The consequences are not limited to fines — they extend to orders to cease operations and knock-on effects on executives’ work permits.

Our recommendation is a structure that can be explained at every layer: a Thai shareholder with a genuine commercial reason, a traceable source of funds and a real role. Where the business model does not support that, applying for a licence or BOI promotion is safer than relying on a fragile arrangement. We prepare a written risk memorandum for the client’s records and revisit it whenever activities or shareholders change.

Foreign business set-ups more often stall on paperwork than on law. Parent-company certificates, powers of attorney and overseas financial statements must be translated, have signatures certified and be authenticated before they can be used in Thailand. In the other direction, Thai documents sent to a parent company or foreign bank must pass through the Department of Consular Affairs and the receiving embassy. Because our certification work sits inside the same firm, we can sequence it around the filing deadlines.

For longer-term planning, note that Thailand has acceded to the Apostille Convention, which enters into force for Thailand on 28 February 2027. Before that date the traditional legalisation chain still applies, so transactions spanning the change should plan for both routes.