Foreign Ownership of Companies in Thailand: What’s Allowed and What’s Not?

If you're a foreigner planning to start or invest in a business in Thailand, one of the most important questions is:

Can I legally own the company—and if so, how much?

Thailand has specific rules limiting foreign ownership in many industries. But there are legal pathways that allow you to operate effectively and retain control—if structured correctly.

In this article, we break down the basics of foreign ownership regulations, common structures used by SMEs, and options for 100% ownership under Thai law.

🚫 The Foreign Business Act (FBA): The Main Restriction

Thailand’s Foreign Business Act (FBA) of 1999 restricts foreigners from engaging in certain business activities unless a license or exemption is granted.

Under this law, a company is considered “foreign” if more than 49% of the shares are owned by non-Thais.

The FBA divides restricted activities into 3 lists:

List	Description	Licensing Possibility
List 1	Absolutely prohibited (e.g., media, land trading)	❌ Not allowed
List 2	Sensitive sectors (e.g., national security, traditional Thai culture)	⚠️ License from Cabinet required
List 3	Businesses Thai nationals are not yet competitive in (e.g., trading, services)	✅ License from Ministry of Commerce possible

Most foreign SMEs fall under List 3—meaning it’s possible to operate with a Foreign Business License (FBL), but it’s a lengthy and discretionary process.

✅ What Can a Foreigner Own?

Company Type	Max Foreign Ownership	Notes
Thai Limited Company (non-promoted)	49%	Most common setup
BOI-Promoted Company	Up to 100%	Requires approval
US Treaty of Amity Company	100% (U.S. citizens only)	Services only, with conditions
Foreign Business License Holder	100%	Must apply and get approval
Thai-American Treaty Enterprise	100%	For U.S. persons under treaty
Joint Venture	49% or less	Often used with nominee concerns (must be genuine)

🧩 Common Company Structures for Foreign Investors

1. Thai Limited Company (with 49% foreign shareholding)

• Foreigners own up to 49%

• 51% owned by Thai shareholders (must be real, not nominees)

• Foreigners can retain control through preferred shares, voting rights, or board control

This is the simplest route but requires trust and proper structuring.

2. BOI-Promoted Company (100% foreign-owned)

• If your business qualifies under a BOI-promoted sector, you can own the company entirely

• No need for a Thai partner

• Comes with tax and visa benefits

3. Treaty of Amity Company (U.S. citizens only)

• Allows 100% ownership for Americans

• Business must be in non-restricted services

• Still needs Thai directors and certain capital requirements

4. Foreign Business License (FBL)

• Applied for under List 3 of the FBA

• Requires strong justification, capital, and Thai staff hiring plan

• Success depends on government discretion

🚨 Nominee Shareholders: A Legal Risk

Thai law strictly prohibits the use of “nominee shareholders”—Thais who hold shares on behalf of foreigners without real financial interest.

⚠️ If caught using nominees, both the foreigner and the Thai nominee can face fines, criminal charges, and company dissolution.

That’s why a compliant and transparent structure is essential. There are legitimate ways to maintain control without illegal nominees.

💡 How Foreigners Can Legally Retain Control

Even with a 49% ownership cap, foreigners can retain control through:

• Dual-share structures (preferred shares with extra voting rights)

• Majority foreign directors on the board

• Control via shareholder agreements

• Holding companies registered offshore

These need careful drafting and legal guidance to remain enforceable under Thai law.

📑 Minimum Capital Requirements

Foreign-owned businesses must meet minimum capital thresholds, especially when applying for licenses or BOI status.

Scenario	Minimum Capital
Normal Thai company	2 million THB (if hiring foreigners)
BOI company	Depends on activity (usually 1M+ THB)
Foreign Business License	At least 3 million THB per activity

👨‍💼 GENTLE LAW IBL Can Help You:

• Determine your eligibility for 100% foreign ownership

• Design a compliant shareholding structure

• Apply for BOI promotion or Foreign Business License

• Draft shareholder agreements and board resolutions

• Ensure legal protection without illegal nominee risks

  
  

We combine legal clarity with practical structuring—so you can build with confidence.

Final Thoughts

Foreign ownership in Thailand is not impossible—but it’s regulated and requires planning. Don’t take shortcuts with nominee structures or misleading setups. Instead, explore legitimate options like BOI, U.S. treaties, or FBLs.

Ready to Structure Your Thai Company Legally?

📞 Contact GENTLE LAW IBL today for a consultation on foreign ownership strategies tailored to your business goals.

TAG : Non-B-Visa