Can a foreign investor own 100% of a company in Thailand? It’s one of the most common questions I get and the short answer is yes. But it’s not straightforward.

Under Section 3 of the Foreign Business Act B.E. 2542 (1999), any company with foreign nationals holding ≥ 50% of voting shares—or equivalent control rights under its Articles—is classed as a ‘foreigner’ and subject to FBA restrictions.

Foreign ownership in the Kingdom is a matter of strategy, not just a simple registration. With my two decades of experience guiding firms through the FDI landscapes of Southeast Asia, I’ve learned that understanding the legal pathways is the first step to unlocking Thailand’s massive growth potential. Forget the myth that you absolutely need a Thai partner; let’s talk about how you can take full control, legally and strategically.

Key Points

• Yes, 100% foreign ownership is possible in Thailand through specific legal channels, despite the general restrictions under the Foreign Business Act (FBA).
• The three main ways to full ownership are getting a promotion from the Board of Investment (BOI), using the U.S.-Thai Treaty of Amity (for American investors), or securing a Foreign Business License (FBL). The Treaty of Amity allows American companies to be treated as a Thai company for most business purposes.
• Foreign companies must have a minimum registered capital of 3 million baht under the FBA to comply with the laws.
• The FBA categorizes businesses into three lists, which determine the level of restriction and whether a special license or promotion is required for foreign participation.
• Certain business activities, like manufacturing and businesses that exclusively export, are generally open to 100% foreign ownership without needing special permission.
• Per Section 49 of the Foreign Business Act and Sections 358–359 of the Thai Penal Code, nominee-shareholder schemes are void and punishable by up to 3 years’ imprisonment and fines up to THB 1 million for each party.

Foreign Ownership in Thailand Isn’t Impossible. Just Strategic

Why 100% foreign ownership is restricted

Thailand’s approach to foreign investment is a balancing act. The core legislation, the Foreign Business Act B.E. 2542 (1999), was designed to protect local industries and ensure that Thai nationals maintain a stake in key sectors of the economy. Thai law requires that at least 51% of shares in a company be held by Thai nationals for the company to be considered a Thai company.

This is why, as a general rule, foreign participation in many business activities is capped at 49%, distinguishing between Thai and foreign shareholders. The percentage of ownership allowed for foreign shareholders has significant implications for company structure and compliance with the Foreign Business Act. It’s not about discouraging investment; it’s about guiding it in a way that aligns with national development goals. This managed approach makes the market stable and predictable for those who know how to work within the system.

Common myths about needing a Thai partner or nominee

A common myth is that a 51% Thai-owned structure is the only way to operate in a restricted sector. This often leads investors down the dangerous path of using nominee shareholders. Thai individuals who hold shares on behalf of a foreigner without any genuine investment or control. Let me be clear: this is illegal. Thai authorities are actively cracking down on these arrangements, and the penalties are severe. The good news is that these risky workarounds are completely unnecessary if you use the proper legal channels available.

Viettonkin’s expertise navigating ASEAN regulatory paths

This is where strategic insight becomes your greatest asset. For years, my team at Viettonkin has specialized in charting the course for foreign investors across ASEAN. We don’t just see regulations; we see pathways. By analyzing your business model against the legal framework, we can identify the most effective and secure route to achieving your ownership goals in Thailand.

The Legal Framework: What the Foreign Business Act Says

Lists 1, 2, and 3—what foreigners can and cannot do

The Foreign Business Act (FBA) is the rulebook for foreign investment in Thailand. It classifies all business activities into three lists:

• List 1: Businesses strictly prohibited to foreigners for special reasons, such as media and certain agricultural activities.
• List 2: Businesses related to national security, culture, or natural resources. This list also includes related businesses that support primary industrial or national security activities. Foreigners can participate but require Cabinet approval, which is rare.
• List 3: Business sectors where Thai nationals are not yet deemed ready to compete on an equal footing. This includes many service industries. Foreigners can operate these businesses with a Foreign Business License.

Any business not on these lists, such as most manufacturing and export-only businesses, is generally open to 100% foreign ownership without needing a special license.

Minimum capital rules and restrictions

If your business requires a Foreign Business License or operates under a promotion, you will need to meet certain minimum capital requirements. Under the Foreign Business Act (FBA), the minimum registered capital for most foreign companies is 3 million baht. This is to ensure the business is well-funded and serious about its commitment to the Thai market. The specific amount may vary depending on the business activity and the legal structure you choose.

Four Legal Paths to 100% Foreign Ownership in Thailand

For businesses that fall under the FBA’s restricted lists, there are four primary, fully legal avenues to achieve 100% foreign ownership: BOI promotion, Treaty of Amity, FBL, as well as Specialised Non-trading structures for liaison/admin purposes. Most foreign investors choose to establish a private limited company, which is the most common business structure in Thailand. It is important to note the distinction between a Thai limited company, where majority ownership is held by Thai nationals, allowing the company to be considered "Thai" under the Foreign Business Act (FBA), and a foreign company, which is subject to more restrictions under the FBA.

1. BOI promotion. Sector-specific but powerful

The Thailand Board of Investment (BOI) is a government agency tasked with promoting investment in strategic sectors. If your business aligns with Thailand’s development goals, think high-tech industries, sustainable manufacturing or creative digital services. You can apply for BOI promotion.

The key incentive is the right to 100% foreign ownership, along with attractive tax breaks, including tax holidays that provide temporary exemptions from corporate income tax, and streamlined work permit processes. This is often the most powerful and preferred route for eligible investors.

2. Treaty of Amity (U.S. investors only)

The U.S.-Thai Treaty of Amity and Economic Relations is a game-changer for American investors. This long-standing agreement allows U.S. citizens and U.S.-majority-owned companies to own 100% of their business in Thailand and receive the same treatment as Thai nationals. There are some exceptions for sensitive sectors like communications and transportation, but for a wide range of service and other businesses, this treaty provides a direct and powerful path to full ownership.

3. Foreign Business License (FBL), slow but flexible

If your business is on List 3 of the FBA but doesn't qualify for BOI promotion or the Treaty of Amity, the Foreign Business License is your route. The application process is rigorous and requires you to demonstrate clear benefits to the Thai economy, such as technology transfer or job creation. While the timeline can be longer and approval is not guaranteed, a successful FBL application grants you the legal right to operate with full foreign ownership.

4. Regional HQ, Rep Office, or Branch setup

For established multinational corporations, setting up a Branch Office, Representative Office, or Regional Headquarters can be a way to maintain 100% foreign control. It is important to note that these are non-trading entities intended for liaison, research, or coordination activities only—not full trading companies. They operate under their own set of rules, distinct from those governing a full company.

BOI-Promoted Company: The Preferred Path for Investors

Incentives: tax breaks, 100% ownership, work permits

The BOI promotion scheme is designed to be highly attractive. It’s more than just a license; it’s a package of strategic advantages. The core benefits include:

• 100% Foreign Ownership: The right to own your company outright, even in otherwise restricted sectors.
• Tax Incentives: Corporate income tax exemptions for up to 13 years, plus exemptions on import duties for machinery.
• Workforce Flexibility: Simplified visa and work permit processes for foreign experts and no requirement to hire a set number of Thai employees per foreigner.

These incentives are fueling a surge in investment, showing a clear government commitment to attracting high-value projects.

Application process, timelines, and sector eligibility

The key to a successful BOI application is to align your project with one of the promoted business categories. The BOI regularly updates its list of priority activities to reflect Thailand’s economic strategy. The process involves submitting a detailed project proposal, and while it requires thorough preparation, the timeline is often more predictable than an FBL application. The strategy here is not just to fill out forms, but to build a compelling case for your project’s value to Thailand.

U.S. Investors: Using the Treaty of Amity

What the Treaty grants and what it limits

The U.S.-Thai Treaty of Amity, signed in 1966, allows U.S.-owned businesses to operate with the same rights as Thai companies. According to information from the U.S. Embassy in Thailand, this “national treatment” is a significant advantage, removing the barriers of the Foreign Business Act for most industries. The main exceptions are communications, transportation, fiduciary functions, banking involving depository functions, and the exploitation of land or natural resources. For a U.S. consulting firm, tech service provider or creative agency, this treaty is an unparalleled asset.

Application steps and timeline for certification

To benefit from the treaty, a business must be certified by the U.S. Commercial Service at the U.S. Embassy in Bangkok before applying to the Thai Ministry of Commerce. The process involves proving that the company is majority-owned by U.S. citizens and that at least half of the directors are American citizens. While there is paperwork involved, it’s a procedural path rather than a discretionary approval process like the FBL.

Foreign Business License: When BOI or Treaty Don’t Apply

Sector eligibility under List 3 of the FBA

The FBL is the designated path for foreign investors in restricted service sectors and other businesses on List 3 of the FBA that are not eligible for other promotions. This could include certain types of retail, advertising or other professional services. The FBL provides a legitimate, albeit challenging, route to market entry.

Capital and documentation requirements

A successful FBL application hinges on a strong, detailed business plan and proof of sufficient capital. You must convincingly demonstrate how your business will contribute positively to the Thai economy. This is where a deep understanding of what the reviewing committee looks for becomes critical. It’s less about the letter of the law and more about the spirit of it. Proving your value.

Risks of Using Nominee Shareholders or Workarounds

Business Operations and Management for 100% Foreign-Owned Companies

Running a 100% foreign-owned company in Thailand requires a deep understanding of the Foreign Business Act (FBA) and its implications on foreign business ownership. The FBA clearly outlines which business activities are open to foreign companies and which require special permits, such as a Foreign Business License (FBL). For foreign investors, navigating these regulations is key to smooth business operations and long-term success.

When a company in Thailand has foreign ownership above 50%, it is considered a foreign owned company. This classification comes with specific legal obligations and compliance requirements. Foreign owned companies must meet minimum capital and registered capital requirements, which vary depending on the business category and whether the company is a service business, manufacturing business or other business activities. Proper company registration and commercial registration are mandatory steps to ensure your business is recognized and compliant under Thai law.

The Board of Investment (BOI) is a key player for foreign investors looking to maximize their business opportunities in Thailand. BOI-promoted companies enjoy various government incentives including tax exemptions, investment promotion privileges and streamlined process for work permits and visas for foreign employees. These incentives are particularly attractive for businesses in sectors such as electronics, chemicals, plastics services and transport equipment electronics where Thailand is actively promoting foreign investment and business development.

Effective management of a foreign owned company in Thailand requires ongoing compliance with the Thai commercial code, tax regulations and labor laws. Foreign entrepreneurs must ensure all business operations from accounting to annual audits meet the standards set by the Thai government and the Revenue Department. Work permits are necessary for foreign employees and certain business categories may require Thai nationality or residency for specific roles especially in sectors related to national security, natural resources or land trading.

Note that while full foreign ownership is possible in many sectors. Export-oriented businesses, manufacturing and certain service businesses. Thai majority ownership is still required in areas deemed sensitive to national interests. In some cases, approval from the foreign business committee may be needed and foreign investors should be prepared to demonstrate how their investment will benefit Thailand’s economy and align with government priorities.

In summary, 100% foreign business ownership in Thailand is possible with proper planning, compliance and understanding of the Foreign Business Act. Engaging with experienced legal services and consulting with experts is highly recommended to navigate company registration, business operations and ongoing management. By doing so, foreign owned companies can enjoy tax incentives, government support and business opportunities in Thailand’s most promising sectors.

Why nominee arrangements are illegal and dangerous

I cannot stress this enough: using nominee shareholders is a high-risk gamble you will eventually lose. The Foreign Business Act explicitly prohibits Thai nationals from holding shares on behalf of foreigners to circumvent ownership restrictions. These arrangements are legally void, meaning the nominee technically owns the shares, leaving your entire investment exposed.

Legal penalties, tax exposure and compliance scrutiny

Thai authorities, including the Department of Special Investigation (DSI), are actively investigating and prosecuting nominee cases. The penalties include up to three years in prison and fines of up to THB 1 million for both the foreigner and the Thai nominee. Beyond the legal penalties, you risk forced dissolution of your business and complete loss of your assets. It’s not worth it when legal alternatives exist.

Viettonkin’s ethical solutions for control without risk

A properly structured company can provide significant operational control to foreign partners without breaking the law. This can be achieved through mechanisms like preference shares with different voting rights or specific articles of association. We specialise in designing these risk-proof strategies to ensure your control is secure and fully compliant.

Post-Incorporation Compliance for 100% Foreign-Owned Companies

Accounting, taxes, audits and visa renewals

Getting your license for 100% ownership is the starting line, not the finish line. All companies in Thailand must comply with strict accounting standards, file monthly tax returns and undergo an annual audit. For foreign staff, visa and work permit renewals are an ongoing process. Neglecting these compliance duties can jeopardize your license and your right to operate.

BOI vs FBL vs Treaty: What each path requires post-approval

Each ownership structure has its own compliance requirements.

• BOI Companies: Must submit regular progress reports to the BOI to demonstrate they are meeting the conditions of their promotion.
• FBL Companies: Must strictly operate within the business scope approved on their license and maintain the required capital.
• Treaty of Amity Companies: Must maintain their U.S. ownership and directorship structure to remain eligible for treaty protections.

Understanding these operational realities is key to long-term success.

Real-World Scenarios: Which Path Works for Whom?

The right path is always determined by what you do.

• Digital Startup: A tech company developing innovative software would be a prime candidate for BOI promotion due to the focus on technology and high-growth potential.
• U.S. Consultancy Firm: An American management consulting firm would be best served by using the Amity Treaty, giving it broad freedom to operate in the services sector.
• Logistics Branch Office: A global logistics company wanting to set up a coordination office in Thailand could use a Branch Office license, a form of the FBL structure.

Why Viettonkin Is the Right Partner for Foreign Ownership Success

Sector-matched BOI advisory and legal representation

We don’t just understand the law; we understand your industry. We match our BOI advisory services to your specific sector, ensuring your application highlights the strategic points that will resonate most with the Board. Our proven success in securing full foreign ownership for clients across ASEAN speaks for itself.

Case example: helping a U.S. services firm set up without risk

We recently assisted a U.S.-based marketing agency looking to expand into Thailand. They were initially advised to find a local partner. Instead, we guided them through the Treaty of Amity certification process. They now operate as a 100% foreign-owned entity, with full control and without the risks of a nominee structure. This is the power of strategic insight.

Conclusion: Legal Ownership, Strategic Setup

Recap: BOI, Treaty, FBL. not one-size-fits-all

100% foreign ownership in Thailand is possible but requires a strategic approach. The three main legal pathways, BOI promotion, the Treaty of Amity, and the Foreign Business License, are not interchangeable. The right path for you depends on your nationality, your industry and your business model. Thailand is also in the process of revising the Foreign Business Act to modernize ownership restrictions in digital sectors.

You might also like: Must-know things about a joint venture company in Vietnam to take into account