Can a Foreigner Be the Sole Director of a Thai Company?

Can a Foreigner Be the Sole Director of a Thai Company?

✅ Yes — a Foreigner Can Be the Sole Director of a Thai Company (Legally and Strategically)

Many foreign entrepreneurs ask:

“Can I be the sole director of my Thai company — even if I’m not a Thai citizen?”

The short answer: Yes — a foreigner can be the sole director of a Thai company.

But the full answer requires understanding Thailand’s corporate law, immigration rules, the Foreign Business Act, and bank compliance procedures. A legally sound structure — with the right visa, work permit, and company documents — is essential for sustainable operations.

In this article, GENTLE LAW IBL clarifies what’s truly legal, debunks common myths, and outlines how you — as a foreign national — can act as a sole director without exposing yourself or your company to regulatory risk.

🧾 What Thai Law Really Says About Foreign Directors

Thailand’s Civil and Commercial Code does not restrict non-Thais from being company directors. Legally, you may serve as a:

• Sole director, or

• One of multiple directors

📌 No nationality requirement applies to the director role under the CCC.

However, other legal frameworks outside the CCC impact a foreigner’s ability to actively function as a director — including:

• Alien Working Act B.E. 2551 (work permit requirements)

• Immigration Act B.E. 2522 (visa requirements)

• Foreign Business Act B.E. 2542 (ownership & control tests)

• Practical rules imposed by banks, BOI, and the Department of Business Development (DBD)

⚖️ Key Legal Implications for a Sole Foreign Director in Thailand

1. You Must Hold a Valid Work Permit to Act as a Director

Under Section 5 of the Alien Working Act, “working” includes managerial, representative, and operational duties — all of which apply to a director.

❌ Without a valid Non-Immigrant B visa and work permit, you cannot:

• Sign employment contracts or invoices

• Manage staff

• Represent the company before government bodies or banks

• Submit BOI or Foreign Business License (FBL) applications

✅ Solution:Apply for a Non-B visa and secure a Work Permit tied to your director position.GENTLE LAW IBL offers this as part of our incorporation and compliance package.

2. Your Sole Directorship May Affect Foreign Business Classification

Under the Foreign Business Act (FBA):

• A company is considered “foreign” if:

  • ≥50% of its shares are foreign-owned, or

  • It is controlled by foreigners (e.g. only foreign directors)

If classified as a foreign entity, your company cannot operate in restricted sectors (e.g. retail, services, construction) unless:

• BOI-promoted

• FBL-granted

• Protected by a treaty (e.g., US-Thai Amity)

Even when Thai nationals hold >50% of shares, nominee structures (e.g., using Thais as “passive” shareholders while foreigners hold real control) are illegal under Section 36–37 of the FBA.

✅ Solution:

• Structure shareholding for genuine Thai ownership if not BOI-backed

• Draft shareholder agreements and control clauses transparently

• Consider BOI promotion to enable 100% foreign control legally

3. Banking and Government Procedures May Be Slower for Sole Foreign Directors

In practice — despite no law preventing foreign directors — Thai banks and government agencies may:

• Request a Thai-speaking representative for signing or communication

• Delay bank account opening or document registration

• Refuse to proceed without confirmation of valid visa and work permit

✅ Solution:

• Appoint a secondary director or authorized signatory (if needed operationally)

• Ensure all key documents are bilingual (Thai–English)

• Work with a legal team that handles bank onboarding and DBD filings

🔍 Common Myths — and the Legal Truth

❌ Myth	✅ Reality
“Foreigners can’t be directors in Thailand”	False. Foreigners can be directors — even the only one — if visa/work permit requirements are met.
“I can control the company behind the scenes while my Thai partner is director”	Illegal. May be treated as a nominee structure, which carries criminal penalties.
“As a director, I can sign documents without a work permit”	False. Signing anything on behalf of the company = work under Thai law.
“Foreign directorship = foreign company”	Partially true. The FBA considers control, not just shareholding.

🛡️ How GENTLE LAW IBL Helps Foreign Directors Comply — and Lead

As a full-service legal and business consulting firm, we help foreign entrepreneurs:

• Structure their company to be legally Thai or foreign — based on actual business goals

• Register their company with the Department of Business Development (DBD)

• Secure the correct visa and work permit for active foreign directorship

• Prepare all bilingual documentation required by banks and authorities

• Apply for BOI promotion or FBL where required

• Draft shareholder agreements and signatory powers that protect real control without legal risk

📌 Final Takeaways

✅ Yes — a foreigner can be the sole director of a company in Thailand.

But only if:

• You hold a valid visa and work permit

• Your company is structured within FBA, CCC, and immigration compliance

• You work with legal professionals who understand the intersection of Thai law, business practice, and cross-border structuring

📩 Need to Set Up a Thai Company With You as Sole Director?

GENTLE LAW IBL has guided hundreds of foreign founders — across industries from software and e-commerce to import-export and consulting — through 100% legal setup.