Doing business in Thailand,
on a structure that holds.

Yes, within limits. Under section 4 of the Foreign Business Act B.E. 2542 (1999), a company registered in Thailand counts as foreign once foreigners hold half or more of its share capital. Below that line it is a Thai company. At or above it, what the company may do depends on which of the Act's three Lists its business falls on.

The test looks through one layer. A Thai company that is half or more owned by foreigners, or by another Thai company that is itself foreign under this test, is foreign too.

It counts share capital, not votes or profit shares. The Department of Business Development (DBD), which administers the Act, decides who is foreign from the share register. It decides whether Thai shareholders are genuine on the substance of the arrangement, which is why the 51/49 section below matters.

Land has its own, stricter test. Under section 97 of the Land Code, a company is foreign for land purposes if foreigners hold more than 49% of its capital or make up more than half of its shareholders by number.

Only if the company is foreign under section 4 and its activity is on one of the Act's three Lists. List One businesses are closed to foreigners. List Two needs the Minister's permission with Cabinet approval. List Three needs a Foreign Business License from the DBD Director-General, with the Foreign Business Committee's approval.

Set-ups that need no licence

• Export only. Buying or contract-manufacturing in Thailand and exporting everything, with no sale in Thailand. The DBD has ruled this outside the Lists, though the minimum-capital rule still applies.
• A pure holding company. Holding shares and receiving dividends is not a List business. Lending to or servicing the subsidiaries is a separate question.
• Large retail or wholesale. Retail with at least THB 100 million of total minimum capital and at least THB 20 million per store, or wholesale with at least THB 100 million per store, falls outside List Three. The DBD reads these figures as paid-up capital.
• No presence at all. A foreign company with no operations, staff or receipts in Thailand is outside the Act, even when it sells from abroad to customers in Thailand. The DBD has said a Thai bank account used for the business, staff in Thailand, or any part of the sale or the payment handled in Thailand brings it inside.

"Other service businesses" (List Three, item 21) is a catch-all for services not listed elsewhere, except those a Ministerial Regulation exempts. The DBD has treated app and platform services sold to customers in Thailand as falling under it.

The Director-General must decide an application within 60 days of its filing, and issue the licence within 15 days of approval (section 17). Preparing the application takes time on top of that.

Running a List business without the licence it needs carries up to three years' imprisonment, a fine of THB 100,000 to 1,000,000, or both, and a court order to stop (section 37).

Most foreign founders end up on one of four routes: a Thai-majority company, a Foreign Business License, a certificate that follows Board of Investment (BOI) promotion, or, for American companies, a certificate under the Treaty of Amity. Some businesses, such as export-only trading, need no licence at all.

Another law can override all four routes. Where a specific law sets its own rule on foreign ownership, that law prevails (section 13). A tour operator, for example, needs at least 51% of its capital held by Thai individuals under the Tourism Business and Guide Act B.E. 2551 (2008), and neither BOI promotion nor a Foreign Business License changes that.

Yes, if the Thai 51% is real. A company that is 49% foreign is a Thai company under section 4. It becomes a crime when Thai shareholders hold their shares on a foreigner's behalf so the foreigner can avoid the Act. Section 36 punishes both sides with up to three years' imprisonment, a fine of THB 100,000 to 1,000,000, or both.

The court also orders the arrangement ended, with a daily fine of THB 10,000 to 50,000 for as long as the order is not obeyed.

Directors are exposed too. Under section 41, a director who connived at the company's offence, or failed to take reasonable steps to prevent it, faces the same penalty.

Since 1 August 2026, DBD Central Registrar Order 2/2569 applies at registration to any company in which foreigners hold some shares but less than 50%, or which has no foreign shareholder but a foreign authorised director. It requires an investment explanation, each Thai shareholder's statement for the account the share money came from covering the three months before payment, and the receiving director's statement showing the money arrived.

A 49% shareholder can still hold real, lawful protection. A special resolution needs three-quarters of the votes of the shareholders present and entitled to vote, so a 49% shareholder who attends and votes its shares can block changes to the Articles and capital increases on its own. Signing rules are registered, so the company can require a Thai and a foreign director to sign together.

What we look for in a 51/49

• Thai shareholders who paid for their shares with their own money.
• Economics, transfer rights and vetoes that never hand the foreign side control of the Thai half.
• Red flags: a foreign shareholder as the only person who can sign, a nominal buy-back price over the Thai shares, or Thai subscription money that came from the foreign side.

For a foreign company, section 14 of the Foreign Business Act requires at least THB 2 million, and at least THB 3 million for each business that needs a licence or permission under the Lists. The DBD reads this as paid-up capital, and two licensed businesses mean two minimums. BOI-promoted activities follow the BOI's own investment rules instead.

Breaching the minimum-capital rules carries a fine of THB 100,000 to 1,000,000, plus THB 10,000 to 50,000 a day.

A Thai-majority company has no minimum under the Foreign Business Act, but at least a quarter of each share must be paid up at registration under the Civil and Commercial Code.

Work permits and visas for foreign staff bring their own staffing and capital criteria, set by the labour and immigration authorities. We confirm the current ones for your case before you fix the company's capital.

A Thai private limited company needs at least two promoters (down from three since 7 February 2023), a registered memorandum of association, a statutory meeting, and registration with the DBD. For a company with foreign shareholders below 50%, the registration file now includes the investment and bank-statement documents described above.

Board meetings can be held electronically unless the company's Articles prohibit it, which helps when a director lives abroad.

The steps

• Reserve the company name and register the memorandum of association.
• Hold the statutory meeting, adopt the Articles of Association and appoint the directors.
• Collect at least a quarter of each share's value from the shareholders.
• Register the company with the DBD, with the foreign-participation documents where they apply.
• Then, depending on the route, the BOI, Foreign Business License or Treaty of Amity steps.