As Thailand's New Cabinet Is Sworn In, Foreign SMEs Should Keep Watching Developments In FBA Reform, OECD Accession, and Nominee Enforcement
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Thailand’s new 35-member cabinet was sworn in on 6 April 2026 and delivered its policy statement to Parliament. The statement, branded “Thailand 10 Plus,” sets a target of at least 3% average annual GDP growth. That figure sits well above current forecasts of around 1.5% to 1.8% GDP growth. A policy statement delivered to Parliament is a political signal, not a regulatory event. The developments with practical consequences for foreign SMEs are running on separate institutional tracks, some of which have been in motion for over a year. The formation of the new cabinet is a useful moment to take stock of where each stands and what could shift in the months ahead.
Disclaimer: This article is for general informational purposes only and does not constitute legal, tax, or investment advice. The developments described here are based on publicly available sources as of April 2026 and reflect a combination of ongoing regulatory processes, stated government positions, and existing enforcement activity. Provisions may change as legislative processes advance. Professional advice should be sought before making business decisions based on this content.
FBA Partial Liberalisation: Proposed but Not Yet Enacted
The Foreign Business Act B.E. 2542 (1999) restricts more than 50 categories of business activity for foreign-owned companies. A reform effort that would represent a significant change to these restrictions has been advancing through the regulatory process since early 2025.
In April 2025, the Cabinet approved in principle a proposal authorising the Department of Business Development to amend the FBA. At a public seminar in January 2026, the DBD identified 10 business activities being considered for delisting from the FBA's restricted annexes. The proposed changes span both List 2 and List 3 and cover a wider range of sectors than earlier reform cycles. The categories under consideration are:
Telecommunication services for Business Type 1
Treasury centre business under the exchange control laws
Software development business
Management services for affiliated or group companies
Domestic credit guarantee business for affiliated or group companies
Leasing space for installing electronic financial service devices and vending machines
Petroleum drilling service business
Lending business in various forms secured by collateral, as permitted under the law governing securities and exchange and the law governing derivatives contracts
Business of providing services as agent, dealer, consultant, or fund manager for derivatives contracts whose underlying commodities or variables are not subject to the Derivatives Act B.E. 2546
Domestic trade related to traditional agricultural products
The legislative amendment has not been enacted. The categories carry Cabinet-level backing, but the formal process is still underway. If the delisting proceeds as proposed, foreign investors in the affected categories would be able to operate without a Foreign Business Licence or BOI approval, reducing setup costs and administrative timelines. The practical significance will depend on the final scope and any conditions attached during the legislative process.
Nominee Enforcement: Already Operational and Escalating
Where the FBA liberalisation is proposed, the enforcement side is already in effect. The DBD has been rolling out substance-based verification requirements in phases. On 1 January 2026, new incorporations involving foreign shareholders became subject to three-month bank statement requirements, designed to verify that Thai shareholders’ capital contributions come from genuine, traceable fund transfers.
On 26 March 2026, the DBD published a second administrative order in the Royal Gazette, effective 1 April 2026, extending verification to post-incorporation amendments. When certain triggers are met, such as a change introducing a foreign national as an authorised signatory or director, Thai shareholders and directors must provide a signed investment confirmation letter. Signatories declare that all shareholders have genuinely invested and paid their contributions, and that no Thai national is acting as a nominee. BizWings covered this development in detail in our earlier article: Thailand Mandates Shareholder Verification for Company Amendments Involving Foreign Nationals.
OECD Accession: Structural Implications Over the Medium Term
Thailand’s OECD accession process has been advancing since 2024, when the OECD Council opened accession discussions. On 8 December 2025, Thailand submitted its Initial Memorandum, launching the technical phase with in-depth reviews by 25 expert committees across investment climate, financial markets, public governance, and anti-corruption.
The government has stated it wants membership ahead of the original 2030 target. The Federation of Thai Industries has proposed finalising preparatory work within two to three years. OECD legal standards are reportedly being integrated as key performance indicators for heads of civil service agencies. These are stated ambitions. Past accession processes for other countries have averaged six to seven years, and the OECD has noted that there is no fixed deadline.
For foreign SMEs, the relevance of OECD accession is structural rather than immediate. The technical review process requires Thailand to align with OECD standards on services trade restrictions, regulatory transparency, intellectual property protection, and competition policy. These are areas where foreign companies currently encounter friction in practice. The FBA reform effort itself partly reflects Thailand’s need to demonstrate alignment with OECD investment standards. Whether and how quickly broader reforms materialise will depend on sustained institutional commitment over multiple years.
BOI Incentives and the Emerging QRTC Framework to Comply with the OECD Global Pillar II Scheme
The policy statement identifies six target industries for investment attraction: future food and smart agriculture, advanced technology (data centres, cloud, PCBs, quantum computing), electric vehicles, wellness, premium tourism, and clean energy including biotech. These broadly align with the BOI's existing promotion framework, which already offers corporate income tax exemptions of up to 13 years, import duty relief, and simplified work permit processing for qualifying investments. Whether the policy statement leads to expanded incentives beyond what the BOI currently provides is not yet clear.
A newer instrument worth monitoring is the Qualified Refundable Tax Credit. Approved in principle, the QRTC would offer credits of 30% to 50% of qualifying expenditures on R&D, workforce development, and sustainability investments, with unused credits refundable in cash within four years. The mechanism is designed to comply with the OECD's Pillar Two global minimum tax framework and is specifically relevant to multinational enterprises with consolidated group revenues exceeding EUR 750 million, where traditional BOI tax holidays may be offset by top-up tax obligations in the parent company's jurisdiction.
For smaller foreign SMEs not subject to the global minimum tax threshold, existing BOI exemptions and reductions remain in force and unaffected. Subordinate legislation for the QRTC is still being finalised by the BOI and the Revenue Department jointly, and the mechanism is not yet operational.
Getting the Structure Right from the Start
None of these developments has reached the point where foreign SMEs need to act on them specifically (Except for the enacted regulations regarding nominee shareholding structures). All of them, however, affect the environment in which entity structuring decisions are made. FBA amendments could change which activities require licensing. The DBD’s verification requirements are already raising the bar for nominee structures. OECD-driven reforms could reshape regulatory transparency over time. And new incentive mechanisms, once operational, may alter the cost-benefit calculus of BOI promotion.
Entity selection in Thailand carries long-term consequences for ownership structure, regulatory exposure, and tax treatment. BizWings Thailand advises foreign companies on entity selection, BOI applications, and ongoing compliance from the point of initial market entry. Our entity and market entry diagnostic tool provides a personalised overview of structuring options based on your business activity, nationality, and investment profile, designed as a starting point for an informed conversation with our advisory team.