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
Many Thai business categories cap foreign shareholding at 49%. Three lawful routes exist: a Foreign Business Licence, BOI investment promotion, or a treaty right such as the Treaty of Amity for US investors. Each carries different capital thresholds, hiring ratios, and reporting duties. We assess which route can realistically be approved before you spend months filing. From THB 45,000.
From THB 45,000 — FBL from 45k · BOI from 80k, excluding official fees · FBL 60–90 days · BOI 40–90 days depending on the activity
Who this is for
- Foreign investors forming a company and holding above 49%
- 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 plan for registered capital, inward remittance, and the evidence the registrar expects
- 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
- Evidence of funding source and inward remittance
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
Overseas documents need legalisation and translation to the regulator's standard.
- 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. Where it does, the outcome is more predictable and brings tax and land-holding privileges with it.
For United States shareholders, treaty rights open full ownership across most activities without a discretionary review, 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. Minimum capital must actually be remitted on schedule with evidence of the inbound transfer, the Thai-to-foreign staffing ratio must be maintained for as long as the licence and work permits rely on it, 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 | THB 25,000–60,000 | 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 | THB 150,000–350,000 depending on how many activities are sought | 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 | THB 180,000–400,000 including the project presentation | Annual reporting is quoted separately as a yearly retainer |
A European software house that saved the project by splitting revenue lines
Situation: The client was ready to seek approval covering every objects-clause activity: software development, consulting and hardware resale.
What we did: We restructured the revenue strands, moved export-facing development onto the promotion route, and dropped the hardware line, which had no actual revenue yet, from the first filing.
Outcome: The venture opened ahead of its original plan, and the remaining application was narrow enough that officials raised no further queries.
A United States shareholder caught by the land carve-out
Situation: The investor believed treaty rights extended to buying land for its own warehouse.
What we did: We flagged the carve-out and designed a registered long-term lease instead, with renewal rights and building-improvement terms.
Outcome: The space was secured without breaching the restriction, and the first capital outlay nearly halved.
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.
Waiting is fine if every activity is still export manufacturing with no domestic service line
Spend the budget on solid accounting and import-export documentation first, then return for a licence when domestic selling begins.
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 allows 100% foreign ownership, land rights for the project, and easier visa and work-permit quotas.
How much registered capital is required?
Licensed activities generally require at least THB 3M per activity, remitted on schedule.
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?
US nationals, who may own most activities without an FBL, though some reserved sectors remain.
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?
It must be genuinely remitted on schedule with proof of the inbound transfer; the amount depends on the route and activity.
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
Reviewed by: Reviewed by a Notarial Services Attorney registered with the Lawyers Council of Thailand.
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.