Do You Need a Thai Partner to Open a Business in Thailand?

gentlelawlawfirm
Jun 16, 2025
3 min read

Updated: Jun 23, 2025

Foreigners often ask, “Do I need a Thai partner to start a company in Thailand?”The short answer is: Yes—usually. But with the right legal setup and guidance, there are exceptions and legal structures that allow majority foreign ownership.

In this article, we’ll break down:

What the Thai law says
When a Thai partner is required
What options foreign investors have in 2025
How GentleLaw IBL helps protect your control and minimize risk

🇹🇭 The Legal Background: Foreign Business Act (FBA)

Thailand’s Foreign Business Act B.E. 2542 (1999) restricts foreign ownership in certain business sectors.

Under this law:

A “foreign company” is one with more than 49% foreign ownership.
Foreign companies cannot operate certain businesses without a special license (e.g., retail, services, trading).

So, by default, to avoid needing a license:

Foreigners often set up companies with 49% foreign and 51% Thai ownership.

But there are other legal pathways to maintain greater foreign control—legally.

⚖️ When Do You Need a Thai Partner?

You need a Thai partner if:

You want to own a normal limited company without applying for BOI or Treaty privileges
You operate in restricted sectors (e.g., general services, restaurants, trading)
You do not meet the conditions for full foreign ownership

A Thai partner typically holds at least 51% of the shares on paper, making the company “Thai.”

⚠️ However, using nominee shareholders (Thai citizens holding shares for foreigners without real interest) is illegal under Thai law.

🛡️ What If You Don’t Want a Thai Partner?

There are 3 common, legal ways to avoid needing a Thai partner:

1. Board of Investment (BOI) Promotion

The BOI allows 100% foreign ownership in promoted sectors (e.g., tech, manufacturing, R&D, regional headquarters).
Benefits: Work permit & visa facilitation, tax incentives, land ownership (in some cases)

Example: A Singaporean tech startup could apply for BOI promotion and retain full ownership.

2. US Treaty of Amity (for Americans only)

Allows 100% ownership for US citizens or companies in most sectors (excluding communications, transport, land trading).
Must be certified by the US Commercial Service in Bangkok.

3. Joint Venture with Clear Agreements

Even with Thai partners, GentleLaw IBL helps draft Shareholders Agreements and control mechanisms (e.g., voting rights, director power) so that foreigners retain operational control, even if holding <50% on paper.

💡 Strategic Tips for Foreign Investors

Don’t use fake Thai nominees—this is high risk and illegal
Avoid “silent partner” setups unless contracts clearly define rights
Use legal agreements (e.g., preference shares, director control) to protect your business
If eligible, consider BOI or Amity Treaty for full ownership
Consult with a Thai legal expert before forming the company

🤝 How GentleLaw IBL Supports Foreigners

At GentleLaw IBL, we help foreign entrepreneurs:

Choose the right ownership structure
Apply for BOI or Amity Treaty when eligible
Draft protective legal agreements (SHA, Director Resolutions, etc.)
Set up companies that are compliant, secure, and growth-ready
Avoid common traps like illegal nominee structures

Whether you're investing in food & beverage, retail, consulting, or tech, we tailor the structure to your goals and industry.

Summary Table: Thai Partner Requirement by Business Type

Business Type	Thai Partner Required?	Options for 100% Foreign Ownership
Restaurant	✅ Yes	BOI (if export or franchise model)
Consulting	✅ Yes	BOI / Amity Treaty
Manufacturing	✅ (default)	BOI
Tech Startup	✅ (default)	BOI / Amity Treaty
Franchise HQ	✅ (default)	BOI (with R&D or IP ownership)
Export Trading	❌ Not Required	100% foreign allowed

Final Words

You can open a business in Thailand without giving up full control—but only with the right legal setup.

Don’t rely on outdated advice or shortcuts. The right structure protects your investment and your visa status, while keeping your company legal and secure.