Get Your Entity Recommendation for Expansion to Thailand

Yes, through several pathways. These include standard BOI promotion in an eligible sector, TISO promotion for service-based companies, a Foreign Business License (FBL), or the US Treaty of Amity for American-majority-owned companies. Some business activities that are not restricted under the Foreign Business Act also allow full foreign ownership without special approvals. Our tool evaluates which pathway applies based on your nationality, industry, and investment profile.

Yes. Under the Thai Civil and Commercial Code, a private limited company must have at least two shareholders at all times. This applies regardless of whether the company is Thai-owned or 100% foreign-owned. Shareholders can be individuals or legal entities, and there is no nationality or residency requirement. If the number of shareholders drops to one, the company can be dissolved by court order.

Not necessarily. The 49% foreign ownership cap only applies to business activities restricted under the Foreign Business Act (FBA). If your business activity is not on any of the three FBA restricted lists, you can register a 100% foreign-owned Thai Ltd without needing a Thai partner, BOI promotion, or Foreign Business License. Common examples of unrestricted activities include manufacturing and export-only businesses. However, most service-based activities do fall under List 3 of the FBA, which is why the majority of foreign SMEs either structure with Thai majority shareholders or pursue BOI, TISO, FBL, or Treaty of Amity pathways. For companies that do operate under the 49% cap, preference share structuring with weighted voting rights can give the foreign minority shareholder effective management control.

A nominee arrangement is where a Thai national holds shares on behalf of a foreign investor to circumvent the 49% foreign ownership cap. This practice is illegal under the Foreign Business Act. Thai authorities actively investigate suspected nominee structures, and penalties include fines, imprisonment, and potential dissolution of the company. Thai shareholders must be genuine investors who can demonstrate their financial capacity through bank statements and tax documents. The Department of Business Development has increased scrutiny on this, particularly requiring proof of funds from Thai shareholders.

The Foreign Business Act B.E. 2542 (1999) regulates foreign participation in Thai businesses. It classifies activities into three lists. List 1 activities are strictly prohibited for foreigners. List 2 activities require Cabinet approval. List 3 activities (the most common for foreign investors, covering most service businesses) can be approved by the Director-General of Commercial Registration. Any company where foreigners hold 50% or more of shares is classified as "foreign" and subject to these restrictions. Penalties for operating without proper licensing include fines of THB 100,000 to THB 1 million and up to 3 years imprisonment. Activities not on any of the three lists, such as manufacturing and export, are open to 100% foreign ownership without restrictions.

Generally no. Foreign nationals and foreign-majority companies cannot directly own land under Thai law. However, BOI-promoted companies (including TISO) may receive permission to own land for offices (up to 5 rai), executive residences (up to 10 rai), and employee housing (up to 20 rai), subject to BOI approval. Treaty of Amity companies cannot own land. Standard alternatives include long-term leases of up to 30 years (renewable) or purchasing land through a Thai-majority company with genuine Thai shareholders.

Standard BOI promotion offers both tax and non-tax incentives, including CIT exemptions for 3 to 13 years, for companies in promoted sectors like technology, manufacturing, and digital services. TISO (activity 10.1.1) is a separate BOI promotion that provides non-tax incentives only, meaning no CIT exemption. However, TISO still grants 100% foreign ownership, streamlined work permits through the BOI One-Stop Service Center, and land ownership rights. TISO is designed for service-oriented companies and requires minimum annual selling and administrative expenses of THB 10 million.

The Treaty of Amity is a bilateral agreement between Thailand and the United States signed in 1966. It allows US citizens or US-majority-owned companies to hold 100% ownership of a Thai company without needing BOI promotion or a Foreign Business License. At least 51% of shares must be held by US nationals, and at least 50% of directors must be American or Thai. The certification process goes through the US Commercial Service at the Embassy in Bangkok and then the Thai Department of Commercial Registration. Certain sectors like communications, transport, fiduciary functions, land ownership, and natural resource exploitation remain restricted even under the treaty.

A Branch Office can generate revenue and conduct the same business activities as its foreign parent company in Thailand. It is subject to 20% CIT on Thai-source profit, plus a 10% remittance tax on profits sent to the head office, and requires a Foreign Business License. A Rep Office cannot generate any revenue, sign commercial contracts, or accept purchase orders. It is limited to support activities like market research, quality control, and vendor sourcing. Rep Offices file zero-income CIT returns.

Yes, in many cases. A standard Thai Ltd can apply for BOI promotion or TISO if it later becomes eligible, allowing a restructure to 100% foreign ownership. A Rep Office can be converted into a Thai Ltd or BOI company if the business decides to start generating revenue. However, changing entity types involves a new registration process and may require winding down the existing entity. Planning the right structure from the start is significantly cheaper and faster than converting later.

Choosing the wrong structure can have costly consequences. For example, setting up a standard Thai Ltd when you qualify for BOI means paying 20% CIT when you could have had years of tax exemption. Setting up as a Rep Office and then engaging in revenue-generating activities risks reclassification as a permanent establishment with retroactive tax liability. Using a Branch Office structure when a subsidiary would be more appropriate means paying a 10% remittance tax on top of CIT. Our tool is designed to help you avoid these mistakes by matching your specific situation to the right entity from the start.

There is no legal minimum under the Civil and Commercial Code itself. However, practical minimums apply. For a Thai Ltd employing foreign staff, the Department of Employment requires THB 2 million in fully paid-up registered capital per foreign work permit (reduced to THB 1 million if the foreigner is married to a Thai national). BOI companies must meet the investment commitments in their promotion certificate. TISO requires minimum THB 1 million in capital investment. Branch Offices must bring in a minimum of THB 3 million within 3 years.

Standard Thai limited companies must employ at least 4 Thai employees for every 1 foreign employee holding a work permit. The Thai staff must be registered with the Social Security Office with at least 3 months of contributions. BOI-promoted companies (including TISO) are exempt from this ratio and can hire foreign skilled workers and experts based on their project needs. Representative Offices have a more favorable 1:1 ratio, and Branch Offices also operate at 1:1.

A standard Thai Ltd can be registered in 2 to 4 weeks. BOI applications take 2 to 4 months for approval, plus another 1 to 2 months for incorporation. TISO applications follow a similar timeline to standard BOI. Treaty of Amity registration typically takes 6 to 12 weeks including US Embassy certification. Branch Office registration requires 3 to 6 months due to the Foreign Business License process. Rep Offices take 2 to 4 months. Work permit and visa processing adds another 2 to 4 weeks on top of entity registration.

All Thai companies must hold an Annual General Meeting within 4 months of their financial year end, submit audited financial statements to the Department of Business Development within 5 months, and file annual CIT returns (PND.50) within 150 days. Monthly obligations include withholding tax returns (by the 7th), VAT returns if registered (by the 15th), payroll tax (by the 15th), and Social Security contributions (by the 15th). BOI-promoted companies have additional reporting requirements to the BOI. Half-year CIT estimates (PND.51) are due within 2 months after the first 6 months of the accounting period.