Foreign Business License Thailand 2025: when you need an FBL, capital rules, and the 60 day decision timeline

Foreign Business License Thailand 2025: when you need an FBL, capital rules, and the 60 day decision timeline

Introduction

Thailand’s Foreign Business Act B.E. 2542 (1999) regulates which activities foreigners may conduct and when a Foreign Business License (FBL) is required. The Act divides restricted activities into List One (not permissible), List Two and List Three (permissible with approval). Section 8 sets these rules and identifies the approval authority for List Two and List Three.

This guide explains when you must obtain an FBL, how to use statutory alternatives such as a Foreign Business Certificate for treaty or BOI cases, the minimum capital requirements, retail and wholesale capital exemptions, and the 60 day decision process with the 15 day license issuance window.

Legal backbone you can cite

• Lists and licensing. Section 8 prohibits foreigners from List One and requires permission for List Two and Three, with the Minister and Council of Ministers deciding List Two and the Director General deciding List Three.

• Certificates instead of licenses. Section 11 allows foreigners covered by treaties or BOI promotion to notify and obtain a certificate. The Director General must issue the certificate within 30 days of a compliant notification.

• Minimum capital. Section 14 sets the floor at not less than 2 million baht, and for businesses requiring permission under the Lists, not less than 3 million baht per business, with the power to prescribe remittance timing by Ministerial Regulation.

• Decision timeline. Section 17 requires a decision within 60 days from filing. After approval, the license must be issued within 15 days.

• Approval criteria. The Act directs authorities to weigh effects on security, development, environment, consumer protection, employment, and technology transfer.

Foreign Business License Thailand 2025 checklist

1) Map activities against the Lists

• List One is not open to foreigners.

• List Two requires Minister and Cabinet approval.

• List Three covers activities where Thai nationals are not yet ready to compete, which includes many services such as accounting, legal, architecture, advertising, hotel business excluding management, and more. If your activity is in List Three, you will generally need an FBL unless an exemption or certificate applies.

2) Check for certificate routes before you pursue an FBL

• Treaty or BOI route. If your project qualifies under a treaty or is BOI promoted, apply for a Foreign Business Certificate under Section 11 rather than an FBL. The Director General must issue the certificate within 30 days of a compliant notification after verifying the treaty or BOI permit.

3) Confirm minimum capital and remittance timing

• For businesses not requiring permission, budget at least 2 million baht.

• For businesses that need an FBL under List Two or Three, budget at least 3 million baht per business. Ministerial rules can set when the capital must be brought into Thailand.

4) Use retail and wholesale capital exemptions where viable

• Retail is restricted under List Three unless the company has total capital of 100 million baht or not less than 20 million baht per retail shop.

• Wholesale is restricted unless not less than 100 million baht per wholesale shop. If you meet these capital thresholds, you can operate without an FBL for those trading activities.

5) Prepare the application file to match approval criteria

Authorities consider national interest and technology transfer, among other factors. Prepare a dossier covering business plan, Thai employment, training, data security for services, and market impact. This aligns with Section 5 policy factors applied during FBL reviews.

6) Plan the timeline and decision stages

• Statutory clock: Decision within 60 days of filing. License issuance within 15 days after approval.

• Practical window: Many applicants see 3 to 6 months end to end allowing for completeness checks and committee cycles. Treat the statutory clock as the decision stage, not the full project duration.

7) Control nominee risk

Nominee shareholding is a criminal offense. The Act penalizes Thai persons who act as nominees and foreign beneficiaries, and allows orders to cease business or shareholding. Keep beneficial ownership and control transparent and aligned to law.

Worked scenarios

Scenario A: Foreign software consultancy

A foreign owned Thai company will provide software implementation and managed services to Thai clients. Most service businesses fall under List Three. Unless BOI promoted or treaty based, apply for an FBL, budget 3 million baht per business, and present your employment and technology transfer plan. Expect the statutory 60 day decision period once the file is complete, then 15 days for license issuance.

Scenario B: Global retailer entering with five stores

A foreign investor plans five branded shops. Structure capital to at least 100 million baht total and 20 million baht per shop to rely on the retail exemption and avoid an FBL for retail trading. If the plan also includes consulting or after sales service to third parties, check whether those services are List Three and may still require an FBL or certificate.

Frequently asked questions

What is the difference between an FBL and a certificate An FBL is a license to operate a restricted business. A certificate is available when a treaty or BOI approval applies. Section 11 requires the Director General to issue the certificate within 30 days of a compliant notification.

How much capital do I need for an FBL Section 14 sets a general floor of 2 million baht, and not less than 3 million baht per business when the business requires permission under the Lists. Ministerial rules can also set capital bring in timelines.

How long will a decision take Section 17 requires the approving authority to complete consideration within 60 days. After approval, the license must be issued within 15 days. In practice, preparation and committee cycles push total project time to 3 to 6 months.

Can retail or wholesale avoid the FBL Yes, if you meet the capital thresholds. Retail is unrestricted when capital is at least 100 million baht total or 20 million baht per shop, and wholesale when 100 million baht per shop is met.

What happens if I operate without an FBL Operating a restricted business without permission can trigger criminal penalties and court orders to cease the business or shareholding. The Act specifically targets nominee arrangements and unlawful operations.

How GENTLE LAW IBL de risks your FBL filing

• Route decision. We compare FBL against certificate routes under Section 11 and BOI to find the fastest lawful path.

• Capital and scope design. We structure capital to meet Section 14 and, where relevant, use retail or wholesale capital exemptions to avoid unnecessary licenses.

• Approval file and timeline control. We build a dossier that addresses the Act’s policy factors and manage to the 60 day decision and 15 day issuance milestones.

Call to action

If you need a clear route for Foreign Business License Thailand 2025, GENTLE LAW IBL can scope your activities, structure capital, prepare the approval file, and manage to the statutory decision and issuance dates.

Book a consultation: https://www.gentlelawibl.com