The Five Routes for Foreigners to Own 100% of a Company in Thailand

Whether a foreigner can own a Thai company is usually the first question in any market entry conversation we handle at BizWings. Thai law provides five lawful routes to 100% foreign ownership, and the right one depends on the business activity, the nationality of the ultimate owners, and the capital behind the project.

Why the 50% shareholding line matters

The Foreign Business Act (FBA) sets the framework for what a foreign-owned company may do in Thailand. Under Section 4, a company registered in Thailand becomes a foreigner when non-Thai persons or entities hold half or more of its shares. A company that is 49% foreign-held is Thai for FBA purposes, while 50% makes it foreign. Ownership is also traced through intermediate holding companies, so adding a Thai holding layer on top of a foreign-owned company does not change the result.

Once a company is considered foreign, the FBA's three restricted lists apply. List 1 closes 9 activities to foreigners outright, including media, rice farming, and land trading. List 2 covers 13 activities tied to national safety, culture, and natural resources, open to majority foreign ownership only with Minister and Cabinet approval. List 3 holds 21 activities that foreigners may operate with a license.

List 3 matters most in practice because it ends with a catch-all item for other service businesses. Almost any service a foreign-majority company wants to sell in Thailand is therefore restricted by default until a permission route is in place. Operating a restricted business without permission carries imprisonment of up to 3 years, a fine of THB 100,000 to 1,000,000, a court order to stop, and daily fines of THB 10,000 to 50,000 for ignoring that order.

Route 1: BOI promotion with a Foreign Business Certificate

Companies promoted by the Board of Investment (BOI) can be 100% foreign-owned while receiving incentives such as corporate income tax exemptions and streamlined work permits. Obtaining promotion typically takes 4 to 6 months from application to certificate, a process we cover step by step in our BOI application guide. For any restricted activity, the promoted company then notifies the Department of Business Development (DBD), and Section 12 of the FBA directs the Director-General to issue a Foreign Business Certificate (FBC) within 30 days. The certificate step is an entitlement, but promotion itself carries ongoing conditions, and reporting duties tightened again under the BOI's e-monitoring regime.

Route 2: The Foreign Business License

Where no BOI category fits, a foreign company can apply to the DBD for a Foreign Business License (FBL) covering a List 2 or List 3 activity. Approval is discretionary, decided by the Foreign Business Committee against factors that include technology transfer and local employment. The law sets minimum capital of THB 3 million per licensed activity, and in practice the committee expects capital of at least 25% of the first three years' estimated expenses where that figure is higher.

The statute allows 60 days for the formal review, but the document preparation and officer pre-review that come before an application is accepted are what take time. In our experience, a typical application takes at least 6 months end to end. The license also arrives with standing conditions, commonly a cap on borrowing for the licensed business of seven times the funds remitted for it, at least one responsible person domiciled in Thailand, the capital remittance schedule, and staying within the licensed scope.

Route 3: The US Treaty of Amity for American-owned companies

Under the US Treaty of Amity, companies majority-owned by US nationals, traced through to the ultimate parent, can be up to 100% American-owned and receive national treatment for most activities. Exclusions cover communications, domestic transport, fiduciary functions, land and natural resources, and domestic trade in indigenous agricultural products. The DBD issues the treaty certificate, normally within about 30 days of a compliant notification.

Route 4: Capital thresholds for retail and wholesale

Items 14 and 15 of List 3 restrict retail and wholesale only below defined capital levels. Fully paid-up capital of THB 100 million covers retail operations. Wholesale requires THB 100 million per store, and a company conducting both needs THB 200 million for one store of each. The thresholds refer to real, remitted registered capital, which keeps this route practical mainly for well-funded trading groups.

Route 5: Activities the FBA never restricted

Manufacturing and export appear on no restricted list, so a 100% foreign-owned company can make its own products in Thailand, sell what it manufactures, and export freely without any license. The exemption covers only goods the company itself makes. Producing goods for another company for a fee (contract or OEM manufacturing), selling products made by other factories, and offering paid repair services to the open market are all treated as restricted services or trading, so each of those revenue streams needs a permission route of its own.

The table below summarises how the five routes compare.

Route	Ownership basis	Indicative timeline	Best suited to
BOI promotion plus FBC	Promotion certificate, then a Foreign Business Certificate issued within 30 days of notification	4 to 6 months to the promotion certificate	Activities on the BOI's promotion lists, where incentives add value
Foreign Business License	Discretionary approval by the Foreign Business Committee	At least 6 months end to end in practice	Restricted services that fall outside BOI and treaty scope
US Treaty of Amity certificate	Up to 100% US ownership with national treatment	About 30 days from a compliant notification	American-owned companies with majority US ownership
Capital-threshold trading	Fully paid-up capital of THB 100 million (per the retail and wholesale rules)	On incorporation and capital remittance	Well-capitalised retail or wholesale operations
Unrestricted activities	No license required under the FBA	Immediate on company setup	Manufacturing of own products and export

What about representative offices and branch offices?

A representative office is a lawful 100% foreign presence that needs no license, because ministerial regulations exempt it from the FBA's licensing requirement. The trade-off is strict. It cannot earn revenue in Thailand and is limited to non-trading support work for its head office, such as sourcing, quality inspection, and market reporting, which makes it a vehicle for market study rather than for doing business.

A branch office lets a foreign company operate in Thailand directly and earn revenue, but it does not bypass the FBA, so a branch conducting a restricted activity needs the same license or certificate as a locally incorporated company. Its appeal lies elsewhere. A branch has no separate legal personality, so the foreign parent contracts in its own name, which suits project-based work such as a construction or installation contract the parent has won. The trade-off is that the parent carries the branch's liabilities directly, and branch profits are taxed in Thailand with a further tax on remittance to head office.

Narrow exemptions under ministerial regulations also cover certain services provided only to affiliated companies, such as intra-group lending and advisory, though the scope is tight and should be checked case by case.

Nominee shareholding is an illegal practice

Placing shares in Thai names to present a foreign-controlled company as Thai is a criminal offence for the Thai nominee and the foreign principal alike, carrying the same penalties as unlicensed operation (FBA, Section 36). Enforcement has shifted from paper checks to substance checks. Since 1 January 2026, the DBD requires Thai shareholders in foreign-linked companies to evidence the source of their share payments with bank statements.

The same scrutiny extended from 1 April 2026 to amendments that add a foreign shareholder or appoint a foreign authorised signatory to an existing company. The DBD has also announced a further order, effective 1 August 2026, under which it will examine shareholders' financial trails to confirm that investments and transfers are genuine.

How do you choose between the routes?

The business activity decides whether BOI categories, the treaty route, or only the FBA lists apply. The nationality of the ultimate owners can unlock a treaty certificate that reshapes the whole plan. Available capital determines whether the trading thresholds or the FBL's expenditure-based capital test are realistic. Appetite for ongoing conditions matters too, because BOI promotion and the FBL both attach obligations that continue for the life of the business, such as the reporting duties and license conditions described above.

On 12 May 2026, the Cabinet approved in principle draft regulations that would remove the license requirement from several activities already regulated under sector-specific laws, such as treasury centres and certain securities businesses. The drafts are not yet law, so structuring decisions should rest on the rules in force today.

How BizWings Thailand can help

BizWings Thailand advises foreign investors and foreign SMEs on the full set of entry structures, including the Thai limited company, joint venture, BOI-promoted company, Foreign Business License, representative office, and US Treaty of Amity company. For a first read on which route fits your project, try our entity and market entry diagnostic tool or write to us at contact@bizwings.co.

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