Legal service for foreign clients
Thai–Foreign Joint Venture Structuring in Thailand
Balanced shareholding, joint venture agreements, and control rights — designed correctly from day one.
Quick answer
Thai joint ventures usually operate through a limited company. If foreign shareholders together hold 50% or more, the company counts as 'foreign' under the Foreign Business Act and needs an FBL for restricted activities. The JV agreement should cover board authority, reserved matters, share transfers, and deadlock exits. Contact our team for a quotation.
Contact our team for a quotation — Contact our team for a quotation, depending on structural complexity and the number of parties. · Timeframe stated in the quotation
Who this is for
- Foreign investors seeking Thai partners with market access or licences
- Thai operators seeking foreign technology or capital
- Consortiums bidding jointly on large projects
What you receive
- Analysis of foreign-status implications of the proposed shareholding
- JV agreement and articles of association drafted to work together
- Reserved matters and deadlock-resolution mechanisms
- Share transfer conditions, buy-back rights, and exit routes
- Partner due diligence before signing
Documents to prepare
- Proposed shareholders and percentages
- Business plan and intended activities of the JV company
- Corporate documents of any corporate partner
How it works
5-step process
- 1
Design the structure
Shareholding and entity form are chosen to fit the Foreign Business Act and each party's control objectives.
- 2
Partner due diligence
We verify the partner's corporate status, debts, litigation history, and licences before you commit.
- 3
Draft the JV agreement
Capital contributions, board powers, reserved matters, dividend policy, non-compete, and exit are all fixed in writing.
- 4
Incorporate the JV company
The limited company is registered, its articles aligned with the JV agreement, and tax registrations completed.
- 5
Post-incorporation licences
Where the activity is restricted and foreign holding reaches 50%, we coordinate the FBL application or BOI promotion as appropriate.
FAQ
Frequently asked questions
Does 49% foreign ownership allow all businesses?
If combined foreign holding stays below 50%, the company is not 'foreign' under the FBA and may operate restricted businesses without an FBL — but the structure must not be a nominee arrangement, which is illegal.
What reserved matters should the agreement include?
Matters requiring both parties' consent — capital increases, borrowing above a limit, disposal of key assets, executive appointments, changes to the core business — so the majority cannot decide alone.
What happens at a deadlock?
The agreement should predefine mechanisms such as mediation, mutual buy-sell offers (shotgun clause), or dissolution with asset division. Without them, deadlocks often end in prolonged litigation.
Related services
Foreign Business Licence (FBL) under the Foreign Business Act
We map the restricted lists and choose the best route: FBL, Treaty of Amity, or BOI promotion.
Company Registration in Thailand for Foreign Shareholders
A shareholding structure that is lawful from day one — no nominee arrangements.
Draft & Review Business Contracts — NDA, JV, Shareholder
Enforceable contracts — bilingual, with dispute-resolution and arbitration clauses.
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.