Foreign directors Thailand 2025: Legal Guide for Company Directors

gentlelawlawfirm
Jul 3
2 min read

Updated: Jul 13

Foreign directors Thailand 2025: Legal Guide for Company Directors

Foreign directors Thailand 2025 face opportunities and legal restrictions. Thailand allows foreigners as company directors but with conditions on visa, work permit and sector restrictions under the Foreign Business Act B E 2542.

✅ Can Foreigners Be Company Directors in Thailand 2025?

foreign directors Thailand 2025 can be validly appointed under Thailand’s Civil and Commercial Code. A foreigner may act as private limited or public company director. foreign directors Thailand 2025 have the same fiduciary duties and liabilities as Thai nationals.

📝 Directors’ Role under Thai Company Law

Thai law defines director duties including representing the company, signing contracts, managing affairs and ensuring tax and accounting compliance. foreign directors Thailand 2025 must also ensure these responsibilities are properly executed.

⚠️ Legal Requirements for foreign directors Thailand 2025

Requirement	Details
Visa	Must hold a valid Non‑Immigrant “B” visa or Smart Visa to act as director
Work Permit	Needed if foreign director Thailand 2025 actively manages or signs documents on behalf of the company
Minimum Capital	Company must maintain at least THB 2 million registered capital per foreign work permit, or THB 1 million if spouse is Thai
Thai Employee Ratio	Ratio typically 4 Thai staff per foreign director Thailand 2025 for work permit issuance

Passive directorship without work permit is allowed as long as directors do not perform executive duties.

🛑 FBA & Sector Restrictions Affecting foreign directors Thailand 2025

If shareholding exceeds 49 or company is “foreign” under Foreign Business Act B E 2542, foreign directors Thailand 2025 may need FBL or BOI exemption. Even Thai-resident directors must comply if ownership is foreign majority.

👔 Board Composition & Residency

Thai law requires private limited companies to have at least one director. foreign directors Thailand 2025 do not need to reside in Thailand, but practical matters like bank accounts and filings may require at least one local-resident director.

🧠 Practical Tips for foreign directors Thailand 2025

Use of permits and registrations support compliance:

Obtain work permit if engaging in active management
Maintain accurate board resolutions reflecting directors’ duties
Consider BOI promotion option for full foreign ownership and reduced restrictions
Avoid nominee director structures as they carry legal and reputational risk
Engage legal counsel for filings and regulatory compliance

⚖️ Tax Liability & Personal Exposure

foreign directors Thailand 2025 face personal liability for tax fraud or failure to file returns. Directors earning salary or fees under Thai payroll are subject to personal income tax under the Thai Revenue Code. Proper accounting and payroll systems mitigate legal exposure.

📌 Special Cases

US citizens under Amity Treaty may establish US‑majority companies with FBL exemption and serve as directors
BOI‑promoted companies allow foreign directors Thailand 2025 to access Smart Visas and exemptions from work permits for certain roles
Passive holding or holding-company scenarios may not require work permit unless directors perform active management