Legal service for foreign clients
Business Licensing, Foreign Business Licence & BOI in Thailand
A lawful shareholding structure and licences that match what you actually do.
Quick answer
The Foreign Business Act treats a juristic person with half or more foreign-held capital as foreign. Whether permission is needed depends on the actual activity under Lists One to Three. Routes to check include a Foreign Business Licence, a section 11 certificate for treaty rights, or a section 12 certificate for an investment-promoted business; a BOI promotion certificate does not replace the FBA certificate. We check each route's conditions before filing, without guaranteeing approval. Contact our team for a quotation.
Contact our team for a quotation — Contact our team for a quotation · Timing depends on documents and the authority; no completion date is promised
Who this is for
- Foreign investors planning to hold half or more of a company's capital
- Foreign companies opening a representative office or branch
- Businesses needing sector licences: restaurants, hotels, clinics, tour operators, transport
- Anyone on a nominee structure wanting to correct it before an inspection
- BOI companies reporting conditions and renewing privileges
What you receive
- A proposed shareholding chart with the legal basis for each option
- Preparing and filing the FBL application or the BOI promotion application
- Obtaining sector licences from the relevant regulator
- A capital and evidence plan, with inward remittance where applicable to the operator’s legal form and route
- A reporting calendar so licence conditions are never missed
- Coordinating visas and work permits for foreign executives in the same sequence
Documents to prepare
- Parent company affidavit and latest financial statements
- Passports and profiles of foreign shareholders and directors
- Business plan, revenue projections, and the Thai hiring plan
- Premises details and the lease agreement
- Funding-source evidence and inward-remittance records where legally required
How it works
5-step process
- 1
Classify the activity against the annexed lists
Determine whether the real activity sits in List 1, 2, or 3 — that decides whether a licence is even possible.
- 2
Pick the route that can be approved
Compare FBL, BOI, treaty rights, and narrowing the scope so no licence is needed.
- 3
Prepare and certify documents
Check each document against the filing requirements; arrange certification, legalisation or translation only where the authority requires it for that application.
- 4
File and answer queries
Answer official queries precisely and completely to avoid extra review rounds.
- 5
Receive the licence and set up compliance
Hand over the reporting calendar, the metrics to maintain, and who owns each item.
In depth
Business Licensing, Foreign Business Licence & BOI: what foreign clients need to know
Launching a foreign-owned business in Thailand is not settled by the date the company is registered. It is settled by whether the intended activity sits on a reserved list under the Foreign Business Act, and which lawful route opens it up: a foreign business licence, investment-promotion privileges, or treaty-based rights for United States shareholders. Each route carries very different capital thresholds, staffing ratios and reporting duties.
Reading first whether your activity is reserved at all
Most failed applications begin with an objects clause written far broader than the business needs, dragging genuinely unrestricted revenue lines into the same basket as a reserved service activity. We therefore split the revenue model into strands first and map each strand against the statutory list wording. The frequent result is that only part of the business needs a licence at all.
Manufacturing for sale and export is typically unrestricted, whereas services, retail, wholesale, brokerage and agency work are largely reserved. That distinction changes both the budget and the project calendar, so it must be settled before a lease is signed or the first staff are hired.
Choosing the route: licence, BOI privileges or treaty
A foreign business licence is the most discretionary route: the committee weighs the benefit to the country, technology transfer and Thai employment. The investment-promotion route instead turns on whether the activity appears on the promoted list. Eligibility does not guarantee approval, tax relief or land rights; privileges depend on promotion conditions and applicable law. A qualifying section 12 business needs an FBA certificate distinct from the promotion certificate.
For United States shareholders, treaty eligibility requires examination of ownership and control and a section 11 certificate, rather than automatic approval, subject to important carve-outs covering land, natural resources, transport and domestic finance. We check those carve-outs before recommending any shareholding structure.
The post-approval conditions people overlook
The licence is not the finish line. Distinguish Thai-registered company capital from clause 4 foreign-currency remittance duties of overseas operators under the 2019 regulation; not every company follows identical transfer requirements. Employment and immigration conditions must be assessed separately from the FBA, and any change of premises or activity scope must be notified before it happens.
Promoted companies carry extra annual reporting and milestone conditions; missing them can mean privileges are revoked retroactively, which reaches back into tax already exempted. We therefore hand over a compliance calendar together with the licence itself.
Cost structure: government fees vs professional fees
| Item | Official fee | Professional fee | Note |
|---|---|---|---|
| Activity screening and shareholding design | No government fee | Contact our team for a quotation | Always done first, because the finding changes the route and the whole project budget |
| Foreign business licence application | Application and licence fees scale with the activity category applied for | Contact our team for a quotation | Includes assembling the benefit-to-country evidence and answering officials' queries |
| Investment promotion application and post-card work | Fees per the responsible agency's published schedule | Contact our team for a quotation | Annual reporting is quoted separately as a yearly retainer |
Illustrative scenario: a software business with several revenue streams
Situation: Suppose a venture plans software development, consulting and hardware resale. Treating all three as one activity can obscure the permissions each requires.
Assessment points: Map the intended revenue activities separately against the FBA schedules and BOI criteria before filing; omitting an activity from an application does not authorise carrying it out.
Illustrative example; outcomes depend on the facts and the authority's decision.
Illustrative scenario: a US investor needs warehouse premises
Situation: Suppose an investor assumes treaty certification gives the same land-ownership rights as a Thai national. Business eligibility and land rights require separate analysis.
Assessment points: Check treaty Article V, Thai land law and any independently available permission. If leasing is considered, review title, the lessor's authority, registration and property-specific contract terms.
Illustrative example; outcomes depend on the facts and the authority's decision.
When to act, and when waiting is fine
Start now if no lease is signed and the first staff are not yet hired
This is the cheapest moment to change structure, since there are no commitments to unwind or renegotiate.
Review before adding domestic sales or service revenue
Domestic sales do not invariably require an FBL. Identify any retail, wholesale, services or other scheduled activity beyond the actual manufacturing, and check exemptions and sectoral licences before starting.
FAQ
Frequently asked questions
Can Thai nominees hold shares for me?
No — it is an offence for both sides, carrying fines and a possible order to cease the business.
Where does BOI beat an FBL?
BOI privileges depend on the activity and promotion conditions. A List Two or List Three business still needs a separate section 12 FBA certificate.
How much registered capital is required?
Section 14 sets floors of at least THB 3M for each business requiring permission and THB 2M otherwise, subject to ministerial regulation and exceptions. These floors are not proof of sufficiency.
May a representative office trade?
No — only non-revenue activities such as sourcing, quality checks, and market reporting.
Who can use the Treaty of Amity?
A qualifying US ownership structure and an activity outside treaty exclusions are necessary; obtain the section 11 certificate before relying on treaty rights.
What if licence conditions go unreported?
Privileges can be revoked and back taxes assessed — so we issue quarterly reminders.
Can we just hold 51% Thai shares instead of applying for a licence?
Yes, where the Thai shareholders genuinely invest and hold for their own benefit. Using nominee holders carries criminal liability for both the holders and the directors.
Must the minimum capital be remitted in cash in full?
Check the operator and exceptions first. Clause 4 governs foreign individuals and entities registered outside Thailand; it does not establish that every Thai company must transfer all its capital from abroad.
Does the licence make visas and work permits easier?
It helps because the business is lawfully established, but the Thai staffing ratio and capital tests for each position still apply.
If we add a new activity later, do we file again?
You must apply to amend the scope before starting it; beginning first counts as operating outside the permitted scope.
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Written by: Thai Law & Accounting Services — attorneys and licensed accountants
Professional review: A lawyer must review the applicable law and facts before use in a real matter. This notice does not establish that this page has been reviewed or certified by a lawyer.
Last updated: 2026-08
Information as of August 2026. Government fees and processing times change — verify with the relevant agency before acting, or let our team verify for you.