BOI Company Registration in Thailand
A BOI company is not a distinct legal form. A promoted company is an ordinary Thai limited company holding investment promotion, registered at the Department of Business Development as any other company is. What differs is not the entity but what attaches to it, and what that requires of the applicant at registration.
The company need not exist at the point of application. Promotion may be sought first and the company registered subsequently, or an existing company may apply in respect of a new project. Where the company is registered after approval, it must be incorporated within six months of acceptance of the promotion.
What a BOI Company Is
Promotion attaches to the project rather than to the company, and that distinction governs the rest. The incentives, the ownership position and the reporting obligations all follow the promoted activity, not the business at large.
Income derived from activities outside the promoted project is therefore chargeable in the ordinary way, and full foreign ownership extends to the promoted activity rather than to every activity the company may subsequently undertake. Should the company lose its promotion, the basis for foreign majority ownership falls away with it, and the company must revert to Thai majority ownership. For what the Board requires of a project before promotion is granted, see BOI requirements.
When to Register
Either order is permitted, though the two are not equivalent. The difference lies in what the business may do while the application is pending.
| Register after approval | Register first | |
|---|---|---|
| Trading during the application | Not possible. No entity exists | Possible, on ordinary terms |
| Foreign ownership meanwhile | Not applicable | Thai majority required for restricted activities |
| Tax exemption meanwhile | Not applicable | None until the certificate is issued |
| Work permits meanwhile | Not possible | Ordinary rules: 2 million baht of capital and four Thai employees for each foreign employee |
| Work arising afterwards | Incorporate within six months of acceptance | Restructure the shareholding once the Foreign Business Certificate is obtained |
Registering after approval means the application is made in the name of the applicant rather than a company. Where the project has not yet commenced, the cost is time alone, and the six-month window from acceptance is ample for incorporation.
Registering first gives rise to subsequent work. Shareholding assumed in order to satisfy the Foreign Business Act must be restructured once the Foreign Business Certificate has been obtained, which requires a share transfer and a filing at the Department of Business Development, with the attendant cost and tax consequences.
The choice is therefore between not trading and trading on ordinary terms. Neither is incorrect; which is appropriate depends upon whether the project must be operating before promotion is determined. See how to apply for BOI promotion for the deadlines that follow approval.
Foreign Ownership
Once promotion is granted, the company may be held in foreign majority or remain Thai majority. The choice is the applicant's, and both structures are ordinarily available.
Certain activities are the exception. The Board sets a foreign shareholding limit on particular activities, and where it does, the company must remain Thai majority regardless of promotion. The conditions attached to the activity govern, so they are worth reading before the shareholding is settled.
Where foreign majority is taken, the mechanism is the Foreign Business Certificate rather than the promotion itself. A promoted company obtains its permission by notification: it notifies the Director-General and receives a certificate. A company without promotion applies instead for a Foreign Business Licence, which is determined by the Foreign Business Committee and carries no assurance of approval.
The certificate is applied for alongside the promotion certificate. Its scope follows the promoted activity and does not extend to unrelated business the company may carry on.
Registering the Company
The mechanics are those of any company registration in Thailand: name reservation, memorandum of association, a statutory meeting, and registration at the Department of Business Development. Three matters require particular attention on a promoted project.
The objectives must cover the promoted activity. The company's stated objectives are read by the Board and by the registrar against the promoted activity. Objectives that describe the business loosely, or omit the activity altogether, create a discrepancy that must subsequently be corrected by amendment.
Directors and shareholders. A minimum of two shareholders is required. Directors may be foreign, and a promoted company is under no obligation to appoint a Thai director. Shareholding is determined by the activity: most promoted activities permit full foreign ownership, though the Board restricts certain of them.
Registered capital. This is a company law figure, distinct from the minimum investment the Board requires of the project, and the two must reconcile. See BOI capital for how the figures relate and when each must be paid
Keeping Accounts Separate
Exemption extends to income arising from the promoted project rather than to the company as a whole. Where income is derived from activities outside that project, the accounts must distinguish the two, so that exempt income remains separable from income chargeable in the ordinary way.
The separation is established when the accounts are set up rather than reconstructed at the year end. A company unable to evidence the distinction is unable to evidence which of its income qualifies for exemption.
Visas and Work Permits: Setting Up the Single Window
A promoted company is under no obligation to use the Board's system. Foreign personnel may be brought in through the ordinary route at the Department of Employment and the Immigration Bureau, as at any Thai company. The Board's route is faster, and most promoted companies adopt it, but it remains a choice rather than a requirement. Exemption from the ordinary capital and staffing ratios derives from the promotion itself and applies on either route.
The Board's route operates through the Single Window for Visa and Work Permit system. Once the promotion certificate has been issued, the company registers an account.
Registering the account. Since August 2025 this has been a fresh registration carrying identity verification, and it applies equally to companies that held accounts on the previous system. Thai representatives verify through the ThaID application; foreign representatives verify by email. Only one person per company may register initially, after which the company administers its own users within the system.
Approving the position. Each foreign position is submitted for approval and must correspond to the promoted activity. A position bearing no relation to the promoted project will not be approved under the promotion.
Enrolling the individual. The person filling the approved position is then enrolled, and the Board refers the file to the labour and immigration authorities for pre-approval.
Issue. Upon approval, the company books an appointment through the system, and the visa and work permit are issued at the One Start One Stop Investment Centre at Chamchuri Square.
See work permits for the ordinary route and how the two compare.
How Attori Law Can Help
Setting up a company for a BOI project? We handle the company registration and the documentation throughout, from the Foreign Business Certificate to the papers the Board requires. See our BOI application service or get in touch.
FAQs
What is a BOI company?
A Thai limited company carrying on a project that the Board of Investment has agreed to promote. The promotion attaches to the project rather than to the company, so the incentives, the ownership position and the reporting obligations all follow the promoted activity.
How do I register a BOI company in Thailand?
The ordinary process: name reservation, memorandum of association, statutory meeting and registration at the Department of Business Development. Three things differ on a promoted project. The objectives must cover the promoted activity, the registered capital must reconcile with the Board's minimum investment, and the Foreign Business Certificate is applied for alongside the promotion certificate.
Do I register the company before or after applying for BOI?
Either, but they differ in what the business may do meanwhile. Apply first and nothing exists until promotion is granted, so there is no trading; the company is incorporated within six months of acceptance. Register first and it can operate, but as an ordinary Thai company: Thai majority ownership for a restricted activity, and no tax exemption until the certificate is issued.
Can a BOI company be 100% foreign-owned?
In most promoted activities, yes. Once promotion is granted the company may be held in foreign majority or remain Thai majority, and the choice is the applicant's. Certain activities carry a shareholding limit set by the Board and must remain Thai majority. Where foreign majority is taken, the mechanism is the Foreign Business Certificate.
How long does it take to set up a BOI company?
Four to six months in total, since a BOI company cannot exist before promotion is granted. The application accounts for most of that. Registering the company itself takes days once the documents are in order, and the promotion certificate follows within about ten working days of a complete submission.
Do I need a Thai director or a Thai shareholder?
Not in most promoted activities. Directors may be foreign, and a promoted company need not appoint a Thai director. Two shareholders are required, neither of whom need be Thai where the activity permits full foreign ownership.