Can you own 100% of your company in Thailand?
Foreign companies have several possible legal pathways to establish and operate businesses in Thailand. The right structure depends on the activity, investment and applicable law.
Investment promotion
FBLForeign Business License
AMITYTreaty of Amity pathway
The question is not simply "Thai or foreign?"
Thailand has restrictions on foreign participation in certain business activities. But this does not mean that every foreign company must use a Thai majority shareholder structure.
Depending on the activity and circumstances, foreign companies may have several legal routes available to them.
The correct approach is to identify the business activity first and then determine which legal structure can support it.
Four routes international companies should consider.
Board of Investment Promotion
Eligible investment projects may apply for BOI promotion, which can provide significant incentives and advantages for qualifying foreign investors.
Foreign Business License
Depending on the activity, a foreign company may be able to operate under a Foreign Business License.
Treaty of Amity
Eligible US companies may have access to specific rights under the Treaty of Amity and Economic Relations.
BOI can change the ownership equation.
For qualifying projects, Thailand's Board of Investment can provide investment promotion and a range of incentives.
Foreign ownership
Certain promoted activities may allow foreign investors to hold a controlling or fully foreign-owned position.
Land and investment incentives
Depending on the promoted activity, additional incentives may be available.
Work permits and visas
BOI promotion can also provide advantages relating to foreign personnel, subject to applicable requirements.
Project-specific eligibility
BOI is not a generic foreign ownership licence. Eligibility depends on the activity and investment project.
Not every foreign business needs a Thai partner.
The Foreign Business Act restricts foreign participation in certain activities. However, a foreign company may be able to operate legally where the activity is permitted or where the company obtains the appropriate authorization.
A Foreign Business License can be one possible route, depending on the business activity.
The first step is therefore not finding a nominee shareholder. It is determining whether the proposed activity can legally be operated by a foreign company.
US companies may have another route.
The Treaty of Amity and Economic Relations between Thailand and the United States provides a specific framework for qualifying US companies.
Its application is subject to the treaty, Thai law and the specific circumstances of the company and activity.
It should therefore be assessed as a separate legal route, rather than assumed to apply to every American business.
Start with the business, not the shareholding chart.
The appropriate corporate structure should follow the business activity, not the other way around.
Define the activity
What will the company actually do in Thailand?
Check foreign restrictions
Determine whether the proposed activity is restricted under applicable foreign-business rules.
Check BOI eligibility
Determine whether the project may qualify for investment promotion.
Check FBL options
Assess whether a Foreign Business License may provide a lawful operating route.
Check Treaty options
For qualifying US companies, assess whether the Treaty of Amity is relevant.
Build the final structure
Only after the legal routes are understood should the final ownership and operating structure be chosen.
A Thai shareholder is not a regulatory strategy.
Using Thai shareholders simply to circumvent foreign ownership restrictions can create serious legal risks.
The fact that a company can technically be incorporated with Thai shareholders does not mean that the underlying arrangement is lawful.
Where a foreign company can qualify for a legitimate legal route, that route should be assessed before considering any ownership structure.
Foreign ownership and factory planning should be considered together.
For manufacturing projects, corporate structure, investment promotion, factory requirements and product regulation can all interact.
A foreign investor planning to manufacture regulated products should therefore assess the company structure before committing to premises and equipment.
FACTORY LICENSING →Your company structure affects your regulatory pathway.
Importing into Thailand
The importer, licences and product registration should be planned together.
Medical Devices
Product registration and the local regulatory structure need to work together.
Licence Holding
Understand how Thai regulatory registrations and licences are held locally.
Which route could work for your business?
The answer depends on the activity, nationality, investment, ownership and proposed operation.
Use the preliminary assessment to identify the main regulatory questions before structuring the company.
Questions foreign investors ask.
Can a foreigner own 100% of a company in Thailand?
Yes, 100% foreign ownership can be legally possible in Thailand in certain circumstances. The applicable route depends on the business activity and the legal framework available to the investor.
Can BOI companies be 100% foreign owned?
Certain BOI-promoted activities can permit foreign ownership, including potentially 100% foreign ownership, subject to the applicable BOI category and conditions.
What is a Foreign Business License?
A Foreign Business License is an authorization that can allow a foreign company to operate in certain activities that are otherwise restricted under Thailand's foreign business legislation.
Does every foreign company need a Thai shareholder?
No. The requirement depends on the business activity and the legal route used by the company. A blanket assumption that every foreign company must have Thai shareholders is incorrect.
Can an American company use the Treaty of Amity?
Qualifying US companies may have rights under the Treaty of Amity and Economic Relations. Eligibility and applicable conditions must be assessed for the specific company and activity.
Is using a nominee shareholder legal?
Using shareholders as nominees to circumvent foreign ownership restrictions can create serious legal risks. The ownership structure should reflect the actual investment and control of the business.
Should I apply for BOI before incorporating the company?
The appropriate sequence depends on the project and the intended structure. For investment projects seeking BOI promotion, the corporate and regulatory strategy should be planned before incorporation.
Looking for a legal route to operate in Thailand?
Tell us what your company wants to do in Thailand and ask for a quote.