Foreign Company Ownership In Thailand

A foreigner can own a company in Thailand outright, but only through specific routes. Under the Foreign Business Act, a company counts as foreign once foreigners hold half or more of its shares, and a foreign company cannot carry on most service businesses without a license, BOI promotion or the protection of a treaty. The choice is therefore between keeping foreign ownership below half, or using one of those routes to hold more.

The Foreign Business Act treats a company as foreign if foreigners hold half or more of its shares, and a partnership as foreign if its managing partner is a foreigner. Ownership is traced through layers: a Thai company that is itself half or more foreign-owned counts as a foreigner when it holds shares in another company. Nationality is tested through the shareholding, not the board, so directors can be of any nationality, except in a few licensed sectors, such as tourism, that set rules of their own.

The Act restricts what a foreign company may do through three lists:

• List 1 is closed to foreigners altogether, covering activities such as media, farming and land trading.
• List 2 covers national security, culture and natural resources, and needs Cabinet approval.
• List 3 covers most services, and needs a Foreign Business License.

The following may be 100% foreign-owned without a Foreign Business License:

• Most manufacturing, and exporting, with at least two million baht of capital
• Retail, with total capital of at least 100 million baht, or at least 20 million baht per store
• Wholesale, with at least 100 million baht of capital per store
• International trading agency, with at least 100 million baht of capital
• Securities and derivatives businesses, including related lending, advisory and fund management, and capital market trustee services
• Commercial banking, insurance and other financial institution businesses
• Services contracted by a government agency or state enterprise
• Services to companies in the same group: loans, office space, consulting, administrative, HR and IT services, treasury centres and domestic debt guarantees
• Certain representative and regional offices of foreign companies engaged in international trade
• Telecommunications services for operators without their own network
• Renting space for financial service or vending machines for staff
• Petroleum drilling services

Companies promoted by the BOI, approved by the Industrial Estate Authority of Thailand, or covered by the Treaty of Amity receive a Foreign Business Certificate instead of a license, covering only their approved activities.

Hotels, tour businesses, restaurants, souvenir shops, sports services and language schools are not exempt, and still need a license.

Thai Limited Company, up to 49% Foreign

The simplest structure keeps foreign ownership below half, so the company is Thai under the Act and can operate in almost any sector without a license. It needs at least two shareholders, at least 25% of the value of each share must be paid on registration, and it can employ foreign staff if it meets the capital and Thai staff requirements for work permits. See our company registration service.

Many foreign owners start here and move to foreign ownership once the business is established. When the company obtains a Foreign Business License or BOI promotion covering its activities, shares can be transferred to the foreign shareholders and the new shareholding registered with the Department of Business Development.

Foreign Business License

A Foreign Business License allows a foreign company to carry on a restricted business, usually one on List 3. The company needs at least three million baht of capital for each licensed business, and must show that the business benefits Thailand, for example through employment, investment or skills it brings. The Director-General of the Department of Business Development decides an application within 60 days, and issues the license within 15 days of approval.

BOI Promotion

A company carrying on an activity promoted by the Board of Investment can be 100% foreign-owned, own the land it operates on, and employ foreign staff outside the usual capital and staffing ratios, with tax incentives on top. Promotion is limited to the activities on the BOI's list, each with its own investment conditions, and approval usually takes four to six months. See our BOI promotion service.

US Treaty of Amity

A company majority-owned by American citizens or American companies, with a majority of American directors, can hold up to 100% of a Thai company carrying on most restricted activities, under a treaty certificate from the Department of Business Development. A short list of sectors stays closed, including transport, communications, banking and land. See the US Treaty of Amity.

Branch, Representative and Regional Offices

A foreign company can also operate in Thailand without forming a Thai company, through an office registered as part of the foreign company itself. Most need a Foreign Business License, although certain representative and regional offices serving international trade are exempt. Where a license is needed, at least three million baht of capital must be brought into Thailand in stages: a quarter within three months of the license, half by the end of the first year, and the rest within three years.

• Branch office: carries on the foreign company's business in Thailand, with the head office fully liable for its debts.
• Representative office: may not earn income. It is limited to supporting the head office, for example by sourcing goods, checking quality and providing information about the head office's products.
• Regional office: coordinates the foreign company's affiliates in the region, and likewise may not earn income.

Other Structures Available

A sole proprietorship is owned by one individual, who is personally liable for its debts and pays tax on its profits as personal income. Most activities are restricted for foreign individuals, so a foreigner can register one under the Treaty of Amity, with a Foreign Business License, or for an activity outside the restricted lists. See sole proprietorship.

A registered partnership is a legal entity in its own right and simpler to run than a company, but at least one partner carries unlimited personal liability, and the partnership counts as foreign if its managing partner is a foreigner.

The Routes Compared

A company that counts as foreign is treated as a foreigner under the Land Code, so it cannot own land unless it has BOI promotion, which allows it to own the land needed for the promoted activity. Otherwise, a foreign-owned company leases land, for up to 30 years at a time, and may buy condominium units within the 49% share of each building open to foreign owners.

A Thai company pays corporate income tax at 20% of its net profit, whatever the nationality of its owners. Small companies, with paid-up capital of no more than five million baht and revenue below 30 million baht, pay nothing on the first 300,000 baht of profit and 15% up to three million baht. Dividends paid to foreign shareholders are subject to 10% withholding tax, which a double tax agreement may reduce. A branch of a foreign company pays 20% on its Thai profits and a further 10% on profits it sends abroad. BOI promotion can exempt a company's profits from tax for a number of years.

In a Thai-majority company with foreign shareholders, the Thai shareholders must invest their own money. Since 1 August 2026, the Department of Business Development has required them to evidence the money they pay for their shares with bank statements; see registered capital.

Reviewed September 2026